STANDSTILL AGREEMENT
Exhibit
2
This
Standstill Agreement (this “Agreement”) is entered into as
of November 18, 2010, by and among CFS Bancorp, Inc., an Indiana corporation
(the “Company”),
Citizens Financial Bank, a federal savings bank (the “Bank”), and each of PL
Capital, LLC, Goodbody/PL Capital, LLC, Financial Edge Fund, L.P., Financial
Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., Goodbody/PL Capital,
L.P., PL Capital Advisors, LLC, Xxxxxxx X. Xxxxxxx, Xxxx Xxxxxxx, the Xxxxxxxx
Xxxxxx Xxxxxxx 2010 Trust, Xxxxx Xxxxxxx, PL Capital Defined Benefit Pension
Plan, Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, and Red Rose Trading Estonia OU (each a
“PL Capital Party” and
collectively the “PL Capital
Parties”). Except as the context otherwise requires, all capitalized
terms not otherwise defined herein shall have the meaning as defined in Section 1.1
hereof.
RECITALS
WHEREAS, the PL Capital
Parties nominated their director nominee Xxxx X. Xxxxxx for election to the
Board of Directors of the Company at the Company’s 2010 Annual Meeting of
Shareholders (the “2010
Meeting”) and the shareholders of the Company elected Xx. Xxxxxx as a
director of the Company at the 2010 Meeting;
WHEREAS, the PL Capital
Parties have requested reimbursement from the Company for their out-of-pocket
expenses incurred in connection with their efforts to nominate and elect Xx.
Xxxxxx to the Company’s Board of Directors at the 2010 Meeting (the “2010 Proxy
Contest”);
WHEREAS, the PL Capital
Parties have communicated to the Company their intent to cause the submission of
certain shareholder proposals (the “Proposals”) to be presented to
the Company’s shareholders for consideration at the Company’s 2011 Annual
Meeting of Shareholders (the “2011 Meeting”);
WHEREAS, the Board has
determined to reimburse the PL Capital Parties for their reasonable
out-of-pocket expenses incurred in connection with the 2010 Proxy Contest as set
forth herein;
WHEREAS, in view of the
decision of the Board with respect to the reimbursement, the PL Capital Parties
have agreed not to submit the Proposals; and
WHEREAS, the Company and the
PL Capital Parties desire to establish in this Agreement certain agreements and
restrictions between the parties.
AGREEMENT
NOW THEREFORE, the parties do
hereby agree as follows:
ARTICLE I
DEFINITIONS
AND CONSTRUCTION
1.1 Definitions. Except
for the names of the parties hereto (which shall be referenced herein as defined
above), the following capitalized terms used in this Agreement shall, unless the
context otherwise requires, have the following meaning:
“Affiliate” of a specified
person is a person that, directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.
“Board” means the Board of
Directors of the Company.
1
“Common Stock” means the
Company’s common stock, $0.01 par value per share.
“Consent” means any consent,
approval, waiver, agreement, license, or report or notice to, any
Person.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Governmental Approval” means
any consent, approval, authorization, waiver, permit, concession, franchise,
agreement, license, exemption or order of, declaration or filing with, or report
or notice to, any Governmental Authority.
“Governmental Authority” means
any federal, state, local or foreign court, legislative, executive or regulatory
authority or agency.
“Law” means all applicable
provisions of all (a) constitutions, treaties, statutes, laws (including
the common law), codes, rules, regulations, ordinances or orders of any
Governmental Authority, (b) Governmental Approvals and (c) orders,
decisions, injunctions, judgments, awards and decrees of or agreements with any
Governmental Authority.
“Person” means any individual,
partnership, joint venture, corporation, limited liability company, trust,
unincorporated organization, government or department or agency of a
government.
“SEC” means the Securities and
Exchange Commission.
“Securities Act” means the
Securities Act of 1933, as amended.
1.2 Construction. The
parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of this Agreement. Terms defined in the singular shall
include the plural, and vice versa, and pronouns in any gender shall include the
masculine, feminine, and neuter, as the context requires. Any
reference to any federal, state, local, or foreign statute or law shall be
deemed also to refer to all rules and regulations promulgated thereunder, unless
the context requires otherwise. The word “including” shall mean
including without limitation, and use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise. All
references to a “Section” refer to this Agreement, unless the context otherwise
requires.
ARTICLE II
SHARES
SUBJECT TO AGREEMENT
The
shares of Common Stock subject to this Agreement are all shares of Common Stock
beneficially owned (as determined pursuant to Rule 13d-3 of the Exchange Act) by
the PL Capital Parties as of the date of this Agreement, together with any other
shares of voting capital stock of the Company hereafter acquired and
beneficially owned by the PL Capital Parties (collectively referred to herein as
the “PL Capital
Shares”).
ARTICLE III
REPRESENTATIONS
AND WARRANTIES OF THE PL CAPITAL PARTIES
The PL
Capital Parties represent and warrant to the Company as
follows:
2
3.1 Authorization. The
PL Capital Parties each have the requisite power, authority and legal capacity
to execute, deliver and perform and to consummate the transactions contemplated
by this Agreement. The PL Capital Parties each have duly executed and
delivered this Agreement. This Agreement constitutes the legal, valid
and binding obligations of the PL Capital Parties, enforceable against them in
accordance with its terms.
3.2 No
Conflicts; Consents. The execution, delivery and performance
by the PL Capital Parties of this Agreement and the agreements contained herein
do not conflict with, contravene, result in a violation or breach of or default
under (with or without the giving of notice or the lapse of time or both), or
give rise to a claim or right of termination, amendment, modification, vesting,
acceleration or cancellation of any right or obligation or loss of any material
benefit under any Law applicable to the PL Capital Parties or any material
contract, agreement, or instrument to which any of the PL Capital Parties are a
party. No Consent of any Governmental Authority or other person is
required to be obtained by any of the PL Capital Parties in connection with the
execution and delivery by the PL Capital Parties of this Agreement.
3.3 The PL
Capital Shares. Each PL Capital Party, or together with any
other PL Capital Party, has the sole right to vote the PL Capital Shares held by
such party, and none of the PL Capital Shares are subject to any agreement,
arrangement or restriction with respect to the voting of such shares by any
non-PL Capital Party, except as contemplated by this Agreement.
3.4 Expenses
Associated with 2010 Proxy Contest. The PL Capital Parties
which incurred out-of-pocket expenses associated with the 2010 Proxy Contest
represent and warrant that such out-of-pocket expenses, as evidenced by receipts
previously provided by PL Capital to the Company, are actual expenses incurred
by the PL Capital Parties in connection with bringing and administering its 2010
Proxy Contest.
ARTICLE IV
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND THE BANK
Each of
the Company and the Bank, as applicable, represents and warrants to the PL
Capital Parties as follows:
4.1 Existence. The
Company is duly organized, validly existing, and in good standing under the laws
of the State of Indiana and is duly authorized to conduct business and enter
into contracts under the laws of the State of Indiana. The Bank is
duly organized, validly existing, and in good standing under the laws of the
United States and is duly authorized to conduct business and enter into
contracts under the laws of the United States.
4.2 Authorization. Each
of the Company and the Bank has full power and authority to execute and deliver
this Agreement, and to perform its obligations hereunder, and such execution,
delivery, and performance are duly authorized by all necessary corporate action
of the Company and the Bank, as applicable. Each of the Company and
the Bank has duly authorized and executed this Agreement. This
Agreement constitutes the valid and legally binding obligation of each of the
Company, and the Bank enforceable in accordance with its terms and
conditions.
4.3 No
Conflicts; Consents. The execution, delivery and performance
by each of the Company and the Bank of this Agreement and the agreements
contained herein do not conflict with, contravene, result in a violation or
breach of or default under (with or without the giving of notice or the lapse of
time or both), or give rise to a claim or right of termination, amendment,
modification, vesting, acceleration or cancellation of any right or obligation
or loss of any material benefit under any Law applicable to the Company or the
Bank or any material contract, agreement, or instrument to which the Company or
the Bank is a party. No Consent of any Governmental Authority or
other person is required to be obtained by the Company or the Bank in connection
with the execution and delivery by the Company and the Bank of this
Agreement.
3
ARTICLE V
COVENANTS
OF THE PL CAPITAL PARTIES
5.1 Voting
for Company Proposals. Except as provided below, from the date
of this Agreement and continuing through the first business day following the
date on which the Company’s 2012 Annual Meeting of Shareholders (the “2012 Meeting”), including any
adjournment thereof, is held (the “Termination Date”), the PL
Capital Parties hereby agree:
(a) that
at the 2011 Meeting and the 2012 Meeting the PL Capital Parties shall vote (or
cause to be voted) the PL Capital Shares in favor of the directors nominated by
the Board for election to the Board;
(b) not
to seek to remove or support anyone else in seeking to remove, without cause,
any member of the Board, or encourage any other Person to do so;
(c) not
to nominate or recommend a candidate for election to the Board, or become a
“participant” (as defined in Schedule 14A) in any election contest
involving the Company or the Company’s securities; and
(d) that
on any other proposal not involving the election of directors of the Company
submitted to shareholders for a vote at any special or annual meeting of
shareholders during the Standstill Period (defined below), to vote all the PL
Capital Shares it beneficially owns in accordance with the recommendation of the
Company’s Board of Directors and to not oppose such proposals publicly or
privately.
Notwithstanding
anything herein to the contrary, the foregoing limitations shall not be deemed
to limit actions that may be taken by Xx. Xxxxxx in the good faith discharge of
his fiduciary duties as a member of the Company’s Board or the Bank’s Board of
Directors.
5.2 Standstill. From
the date of this Agreement and continuing through the Termination Date (the
“Standstill Period”),
except pursuant to a transaction approved by the Board, the PL Capital Parties
and their respective Affiliates will not, in any manner, directly or
indirectly:
(a) make,
effect, initiate, cause or participate in (i) any acquisition of any assets
of the Company or its subsidiaries, (ii) any tender offer, exchange offer,
merger, business combination, recapitalization, restructuring, liquidation,
dissolution or extraordinary transaction involving the Company or its
subsidiaries or (iii) any “solicitation” of “proxies” (as those terms are
used in the proxy rules of the SEC promulgated pursuant to Section 14 of the
Exchange Act) or consents with respect to any securities of the
Company;
(b) form,
join or participate in a “group” (as defined in Section 13(d)(3) of the Exchange
Act, and the rules promulgated thereunder) other than a group involving the PL
Capital Parties, pooling agreement, syndicate or voting trust with respect to
the beneficial ownership of any securities of the Company, or otherwise act in
concert with another shareholder of the Company for the purpose of acquiring,
holding, voting or disposing of the Company’s securities (for the benefit of
clarification and the avoidance of doubt, this provision shall not prohibit
changes in the membership of the group involving the PL Capital Parties as long
as any additional member(s) acknowledges and agrees to be bound by the terms of
this Agreement);
4
(c) act,
alone or in concert with others, to seek to control the management, Board or
policies of the Company or seek to offer to the Company or any of its
shareholders any business combination resulting in control or a change in
management of the Company;
(d) seek
to call, or to request the call of, or call a special meeting of the
shareholders of the Company;
(e) agree
or offer to take, or encourage or propose (publicly or otherwise) the taking of,
assist, induce or encourage any other Person to take, or enter into discussions
with any third party with respect to the taking of, any action referred to in
clauses “(a)”, “(b)”, “(c)” or “(d)” of this Section
5.2;
(f) initiate
or propose any shareholder proposal or induce or attempt to induce any other
individual, firm, corporation, partnership, or other entity to initiate any
shareholder proposal; and
(g) other
than in connection with enforcement of the PL Capital Parties’ rights under this
Agreement, otherwise act, alone or in concert with others, to encourage,
facilitate, incite, or seek to cause others to instigate legal proceedings
against the Company, or any of its subsidiaries or their respective officers,
directors, or employees.
Notwithstanding
anything herein to the contrary, the foregoing limitations shall not be deemed
to limit actions that may be taken by Xx. Xxxxxx in the good faith discharge of
his fiduciary duties as a member of the Company’s Board or the Bank’s Board of
Directors.
5.3 Transferees
to be Bound. Any transferee of any of the PL Capital Shares
beneficially owned by any of the PL Capital Parties that is an affiliate of the
PL Capital Parties shall acknowledge and agree to be bound by the terms of this
Agreement.
5.4 Withdrawal
of Notice of Proposals. Upon the execution of this Agreement
by the PL Capital Parties and the Company, any notice given pursuant to Article
IV, Section 12 of the Company’s Bylaws or under any applicable rules or
regulations of the Federal securities laws, including without limitation Rule
14a-8 of the Exchange Act, of the PL Capital Parties’ intent to submit any
proposals at the 2011 Meeting shall be null and void.
5.5 Right of
First Refusal. The PL Capital Parties, and each of them,
hereby grant an irrevocable Right of First Refusal to the Company to purchase
the PL Capital Shares beneficially owned by any of the PL Capital Parties, that
the PL Capital Parties intend to sell. A “sale” shall not include any
transfer from the PL Capital Parties to an Affiliate, and any such transfer
shall not be subject to this Section 5.5;
provided, however, such Affiliate shall be subject to the provisions of Section 5.3. Such
Right of First Refusal shall be exercised in the following
manner: the PL Capital Party intending to sell any such shares shall
provide notice to the Company of intent to sell together with the quantity of
shares to be sold. The Company shall have three (3) business days to
give Notice (as defined herein) to such PL Capital Party of its intent to
exercise its Right of First Refusal to acquire such shares. If the
Company gives timely Notice of its intent to exercise such Right of First
Refusal with respect to such shares, then it shall have five (5) business days
to tender the Exercise Price (as defined herein) for such shares to the selling
PL Capital Party, and that PL Capital Party shall then convey title to such
shares to the Company or its designee. The Exercise Price shall be
the higher of (i) the offer price provided in writing in a bona fide offer; or
(ii) the volume-weighted average price as derived from Bloomberg for the five
(5) trading days prior to the date such PL Capital Party gave notice of its
intent to sell. Failure of the Company to give timely Notice to such
selling PL Capital Party will excuse the PL Capital Parties from any obligation
with respect to those shares, but will not affect the Company’s Right of First
Refusal with respect to any other shares beneficially owned by that or any other
PL Capital Party, which were not the subject of the PL Capital Party's notice of
its intent to sell shares. If the Company decides to exercise its
Right of First Refusal, it must buy 100% of the shares offered for sale by the
PL Capital Party.
5
ARTICLE VI
COVENANTS
OF THE COMPANY
6.1 Reimbursement
of Expenses. The Company agrees to reimburse the PL Capital
Parties for their out-of-pocket expenses incurred in connection with the PL
Capital Parties’ 2010 Proxy Contest in an amount equal to
$150,000. Such amount shall be payable by the Company within ten (10)
business days following the date of this Agreement.
6.2 Board of
Directors of Bank. The Company and the Bank shall cause Xx.
Xxxxxx to be reelected to the Board of Directors of the Bank during the
Standstill Period.
ARTICLE VII
GENERAL
PROVISIONS
7.1 Non-Disparagement. During
the Standstill Period, neither the Company or the Bank and their respective
officers, directors or Affiliates, on the one hand, nor any of the PL Capital
Parties and their respective officers, directors or Affiliates, on the other
hand, shall directly or indirectly make or issue or cause to be made or issued
any disclosure, announcement, or statement (including without limitation the
filing of any document or report with the SEC or any other governmental agency
unless required by law or any disclosure to any journalist, member of the media,
or securities analyst) concerning the other party or, with respect to the
Company and the Bank, any of their respective past, present or future directors,
director nominees, officers, members, employees, advisors or other affiliates,
which disparages such other party or any of such other party’s respective past,
present, or future directors, director nominees, officers, members, employees,
advisors or other affiliates.
7.2 Fees and
Expenses. Except as contemplated by this Agreement, all costs
and expenses incurred in connection with this Agreement and the consummation of
the transactions contemplated hereby shall be paid by the party incurring such
expenses.
7.3 Disclosure
of Agreement. The parties may disclose the Agreement through
the Company’s filing with the SEC of a current report on Form 8-K attaching the
Agreement, and the PL Capital Parties may file an amendment to their Schedule
13D amendment attaching this Agreement. Except as required by
applicable SEC rules and regulations or NASDAQ rules applicable to the Company,
or any factually correct summary of the terms of the Agreement included in the
aforementioned filings or any press release by the Company regarding the
entering into and/or terms of the Agreement, the parties agree that during the
Standstill Period there will be no other public comments by the parties
regarding the Agreement.
7.4 Release
of the Parties. To the fullest extent permitted by law, the
Company and the PL Capital Parties, on behalf of themselves, and on behalf of
each of their directors, officers, members, employees, agents, representatives,
affiliates, heirs, successors, assigns, executors and/or
administrators do hereby and forever release and discharge the other
party and its directors, officers, members, employees, agents, representatives,
affiliates and any successors or assigns thereof from any and all causes of
action, actions, losses, claims, liabilities, rights, interests and demands of
whatsoever kind or character (other than fraud) (collectively, “Claims”), known or unknown,
whether or not heretofore brought before any state or federal court, which the
releasing party may have against any released party by reason of any and all
acts, omissions, events or facts occurring or existing prior to the date hereof
arising from or related to the 2010 Proxy Contest other than any Claims arising
out of or related to any obligations under, or breach of, this Agreement;
provided, however, for purposes of clarification, this provision shall not be
deemed to constitute a release of individual claims that may be brought by any
director, officer, member, employee, agent or representative of the Company or
PL Capital Parties, as applicable, that such individual may bring in his or her
personal capacity.
6
7.5 Severability. If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable.
7.6 Entire
Agreement; Term of Agreement. This Agreement contains the
entire understanding of the parties with respect to the transactions
contemplated hereby. This Agreement shall terminate and be of no
further effect on the business day following the Termination Date; provided,
however, the provisions of Sections 7.2 and 7.4 of this Agreement shall survive
the termination of this Agreement.
7.7 Counterparts. This
Agreement may be executed in multiple counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more of the counterparts have been signed by each party and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
7.8 Notices. All
notices, consents, requests, instructions, approvals and other communications
hereunder shall be in writing and shall be deemed to have been duly given
(a) if personally delivered; (b) if sent by telecopy or facsimile
(except for legal process); or (c) if mailed by overnight or by first
class, certified or registered mail, postage prepaid, return receipt requested,
and properly addressed as follows:
|
|
To
the Company:
|
|
|
CFS
Bancorp, Inc.
|
|
|
000
Xxxxx Xxxx
|
|
|
Xxxxxxx,
Xxxxxxx 00000
|
|
|
Attn: Xxxxxx
X. Xxxxxx
|
|
|
Facsimile: (000) 000-0000
|
|
|
with
a copy to:
|
|
|
Xxxxxx
X. XxXxx, XX, Xxx.
|
Xxxxx X. Xxxxxxxxx ,
Xxx.
Xxxxxx Price P.C.
|
|
000
X. XxXxxxx Xx., Xxx. 0000
|
|
|
Xxxxxxx,
XX 00000
|
|
|
Facsimile: (000) 000-0000
|
7
|
|
To the PL Capital Parties:
|
|
|
PL
Capital, LLC
|
|
|
00
Xxxx Xxxxxxxxx Xxxxxx
|
|
|
Xxxxx
00
|
|
|
Xxxxxxxxxx,
XX 00000
|
|
|
Attn: Xxxx
X. Xxxxxx
|
|
|
Facsimile: (000) 000-0000
|
|
|
with a copy to:
|
|
|
Xxxxxxx
X. Xxxxxxxx, Esq.
|
|
|
Xxxxx &
Xxxxxxx LLP
|
|
|
000
Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
|
|
|
Xxxxxxx,
Xxxxxxxx 00000-0000
|
|
|
Facsimile: (000) 000-0000
|
Such
addresses may be changed, from time to time, by means of a notice given in the
manner provided above. Notice will conclusively be deemed to have
been given when personally delivered (including, but not limited to, by
messenger or courier); or if given by mail, on the third day after being sent by
first class, certified or registered mail; or if given by Federal Express or
other similar overnight service, on the date of delivery; or if given by
telecopy or facsimile machine during normal business hours on a business day,
when confirmation of transmission is indicated by the sender’s machine; or if
given by telecopy or facsimile machine at any time other than during normal
business hours on a business day, the first business day following when
confirmation of transmission is indicated by the sender’s
machine. Notices, requests, demands and other communications
delivered to legal counsel of any party hereto, whether or not such counsel
shall consist of in-house or outside counsel, shall not constitute duly given
notice to any party hereto.
7.9 Amendments;
Waivers, etc. No amendment, modification or discharge of this
Agreement, and no waiver hereunder, shall be valid or binding unless set forth
in writing and duly executed by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought. Any such
waiver shall constitute a waiver only with respect to the specific matter
described in such writing and shall in no way impair the rights of the party
granting such waiver in any other respect or at any other
time. Neither the waiver by any of the parties hereto of a breach of
or a default under any of the provisions of this Agreement, nor the failure by
any of the parties, on one or more occasions, to enforce any of the provisions
of this Agreement or to exercise any right or privilege hereunder, shall be
construed as a waiver of any other breach or default of a similar nature, or as
a waiver of any of such provisions, rights or privileges hereunder.
7.10 Further
Assurances. The PL Capital Parties and the Company agree to
take, or cause to be taken, all such further or other actions as shall
reasonably be necessary to make effective and consummate the transactions
contemplated by this Agreement.
7.11 Successors
and Assigns. All covenants and agreements contained herein
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns.
7.12 Governing
Law. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the laws of the State of
Indiana without reference to its conflicts of laws rules.
7.13 Venue. The
parties hereby agree that all actions or proceedings arising directly or
indirectly hereunder, whether instituted by the PL Capital Parties or the
Company, shall be litigated in courts having situs within the State of Indiana,
County of Lake, and each of the parties hereby expressly consents to the
jurisdiction of any local, state or federal court located within said state and
county, and consents that any service of process in such action or proceeding
may be made by personal service upon the parties wherever such parties may be
located, respectively, or by certified or registered mail directed to the
parties at his/its last known address. The parties hereby waive any
objection based on forum non conveniens and any objection to venue of any action
instituted hereunder.
8
7.14 Third-Party
Beneficiaries. Unless otherwise specifically set forth in this
Agreement, nothing contained in this Agreement will create any rights in, or be
deemed to have been executed for the benefit of, any Person that is not a party
hereto or a successor or permitted assignee of such party.
7.15 Remedies. The
parties acknowledge and agree that due to the nature of this Agreement, money
damages would not be a sufficient remedy for any breach of this Agreement by any
party hereto and that any aggrieved party hereto shall be entitled to seek
specific performance, injunctive and/or other equitable relief as a remedy for
any such breach. Such remedy shall not be deemed to be the exclusive
remedy for any breach of this Agreement, but shall be in addition to all other
remedies available to an aggrieved party hereto at law or in
equity. The parties hereto hereby waive any requirement for the
securing or posting of any bond in connection with such remedy and, if any
action should be brought in equity to enforce any of the provisions of this
Agreement, none of the parties shall raise the defense that there is an adequate
remedy at law.
7.16 Waiver of
Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OR ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
[Signature
Pages Follow]
9
IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed as of the date first written
above.
|
COMPANY:
|
|||
|
CFS
Bancorp, Inc.
|
|||
|
By:
|
/s/ Xxxxxx X. Xxxxxx
|
||
|
Name:
|
Xxxxxx
X. Xxxxxx
|
||
|
Title:
|
Chairman
of the Board and
|
||
|
Chief
Executive Officer
|
|||
|
BANK:
|
|||
|
Citizens
Financial Bank
|
|||
|
By:
|
/s/ Xxxxxx X. Xxxxxx
|
||
|
Name:
|
Xxxxxx
X. Xxxxxx
|
||
|
Title:
|
Chairman
of the Board and
|
||
|
Chief
Executive Officer
|
|||
|
PL CAPITAL
PARTIES:
|
|||
|
Financial
Edge Fund, L.P.
|
|||
|
By:
|
PL
Capital, LLC, its General Partner
|
||
|
By:
|
/s/ Xxxx X. Xxxxxx
|
||
|
Name:
|
Xxxx
X. Xxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxxx X.
Xxxxxxx
|
||
|
Title:
|
Managing
Member
|
||
[Signature
Page To Standstill Agreement]
|
Financial
Edge-Strategic Fund, L.P.
|
|||
|
By: PL
Capital, LLC, its General Partner
|
|||
|
By:
|
/s/ Xxxx X. Xxxxxx
|
||
|
Name:
|
Xxxx
X. Xxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxxx X.
Xxxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
PL
Capital/Focused Fund, L.P.
|
|||
|
By: PL
Capital, LLC, its General Partner
|
|||
|
By:
|
/s/ Xxxx X. Xxxxxx
|
||
|
Name:
|
Xxxx
X. Xxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxxx X.
Xxxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
Goodbody/PL
Capital, L.P.
|
|||
|
By:
|
Goodbody/PL
Capital, LLC,
|
||
|
its
General Partner
|
|||
|
By:
|
/s/ Xxxx X. Xxxxxx
|
||
|
Name:
|
Xxxx
X. Xxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxxx X.
Xxxxxxx
|
||
|
Title:
|
Managing
Member
|
||
[Signature
Page To Standstill Agreement]
|
Goodbody/PL
Capital, LLC
|
|||
|
By:
|
/s/ Xxxx X. Xxxxxx
|
||
|
Name:
|
Xxxx
X. Xxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxxx X.
Xxxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
PL
Capital Advisors, LLC
|
|||
|
By
|
/s/ Xxxx X. Xxxxxx | ||
|
Name:
|
Xxxx
X. Xxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxxx X.
Xxxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
PL
Capital, LLC
|
|||
|
By
|
/s/ Xxxx X. Xxxxxx | ||
|
Name:
|
Xxxx
X. Xxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxxx X.
Xxxxxxx
|
||
|
Title:
|
Managing
Member
|
||
|
PL
Capital Defined Benefit Pension Plan
|
|||
|
By:
|
/s/ Xxxx X. Xxxxxx
|
||
|
Name:
|
Xxxx
X. Xxxxxx
|
||
|
Title:
|
Trustee
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxxx X.
Xxxxxxx
|
||
|
Title:
|
Trustee
|
||
|
Red
Rose Trading Estonia OU
|
|||
|
By:
|
/s/ Xxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxx
X. Xxxxxxx
|
||
|
Title:
|
Principal
|
||
|
Xxxxxxxx
Xxxxxx Xxxxxxx 2010 Trust
|
|||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxxxxx
X. Xxxxxxx
|
||
|
Title:
|
Trustee
|
||
|
/s/ Xxxx X. Xxxxxx
|
|||
|
Xxxx
X. Xxxxxx
|
|||
|
/s/ Xxxxxxx X. Xxxxxxx
|
|||
|
Xxxxxxx X.
Xxxxxxx
|
|||
|
/s/ Xxxx Xxxxxxx
|
|||
|
Xxxx
Xxxxxxx
|
|||
|
/s/ Xxxxx Xxxxxxx
|
|||
|
Xxxxx
Xxxxxxx
|
|||
|
/s/ Xxxxxx X. Xxxxxxx
|
|||
|
Xxxxxx
X. Xxxxxxx
|
|||
[Signature
Page To Standstill Agreement]
