Exhibit 99.2
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STOCK OPTION AGREEMENT
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THIS STOCK OPTION AGREEMENT ("Stock Option Agreement") dated November 18,
1997, is by and between BCB FINANCIAL SERVICES CORPORATION, a Pennsylvania
corporation ("BCB") and HERITAGE BANCORP, INC., a Pennsylvania corporation
("HERITAGE").
BACKGROUND
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1. BCB and Heritage desire to enter into an Agreement and Plan of
Consolidation, dated November 18, 1997 (the "Agreement"), providing, among other
things, for the creation by BCB and Heritage of a bank holding company which
will issue shares of its common stock to the shareholders of BCB and Heritage
(the "Consolidation").
2. As a condition to BCB to enter into the Agreement, Heritage is granting
to BCB an option to purchase up to that number of shares of common stock, par
value $5.00 per share (the "Common Stock") of Heritage as shall equal 19.9% of
shares of Common Stock of Heritage issued and outstanding as of the date hereof,
on the terms and conditions hereinafter set forth.
AGREEMENT
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In consideration of the foregoing and the mutual covenants and agreements
set forth herein, BCB and Heritage, intending to be legally bound hereby, agree:
1. Grant of Option. Heritage hereby grants to BCB, on the terms and
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conditions set forth herein, the option to purchase (the "Option") up to 947,041
shares of Common Stock of Heritage (as adjusted as set forth herein, the "Option
Shares") at a price per share (as adjusted as set forth herein, the "Option
Price") equal to $22.875, provided, however, that in no event shall the number
of Option Shares for which the Option is exercisable exceed 19.9% of the issued
and outstanding shares of Heritage Common Stock without giving effect to any
shares subject to or issued pursuant to the Option.
2. Exercise of Option.
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(a) Provided that (i) BCB shall not be, on the date of exercise, in
material breach of the agreements or covenants contained in the Agreement, this
Stock Option Agreement or the reciprocal Stock Option Agreement by and between
Heritage and BCB, and (ii) no preliminary or permanent injunction or other order
against the delivery of shares covered by the Option issued by any court of
competent jurisdiction in the United States shall be in effect on the date of
exercise, upon or after the occurrence of a Triggering Event (as such term is
hereinafter
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defined) BCB may exercise the Option, in whole or in part, at any time or one or
more times, from time to time; provided that the Option shall terminate and be
of no further force and effect upon the earliest to occur of (A) the Effective
Date of the Consolidation, as provided in the Agreement, (B) termination of the
Agreement in accordance with the terms thereof prior to the occurrence of a
Triggering Event or a Preliminary Triggering Event, other than a termination of
the Agreement pursuant to Section 6.01(d), unless in the case of termination by
Heritage pursuant to Section 6.01(d), such termination is as a result of a
willful breach of the Agreement by BCB (a termination pursuant to Section
6.01(d), except a termination by Heritage as a result of a willful breach by
BCB, being referred to herein as a "Default Termination"), (C) 18 months after
the termination of the Agreement by BCB or Heritage pursuant to a Default
Termination, and (D) 18 months after termination of the Agreement (other than
pursuant to a Default Termination) following the occurrence of a Triggering
Event or a Preliminary Triggering Event; and provided, further, that any
purchase of shares upon exercise of the Option shall be subject to compliance
with applicable securities and banking laws. The rights set forth in Section 3
hereof shall terminate when the right to exercise the Option terminates (other
than as a result of a complete exercise of the Option) as set forth above.
(b) As used herein, the term "Triggering Event" means the occurrence
of any of the following events:
(i) a person or group (as such terms are defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder), other than BCB or an affiliate of BCB,
acquires beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of 25% or more of the then outstanding shares of Common Stock
(excluding any shares eligible to be reported on Schedule 13G of the
Securities and Exchange Commission); or
(ii) a person or group, other than BCB or an affiliate of BCB,
enters into an agreement or letter of intent or memorandum of understanding
with Heritage or Heritage shall have authorized, recommended or publicly
proposed, or publicly announced an intention to authorize, recommend or
propose, such an agreement or letter of intent or memorandum of
understanding, pursuant to which such person or group or any affiliate of
such person or group would (i) merge or consolidate, or enter into any
similar transaction, with Heritage, (ii) acquire all or substantially all
of the assets or liabilities of Heritage or all or substantially all of the
assets or liabilities of Heritage National Bank (or any successor
subsidiary), the wholly-owned subsidiary of Heritage ("Heritage Bank"), or
(iii) acquire beneficial ownership of securities representing, or the right
to acquire beneficial ownership
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or to vote securities representing, 25% or more of the then outstanding
shares of Common Stock (excluding any shares eligible to be reported on
Schedule 13G of the Securities and Exchange Commission) or the then
outstanding shares of common stock of Heritage Bank.
(c) As used herein, the term "Preliminary Triggering Event" means
the occurrence of any of the following events:
(i) a person or group (as such terms are defined in the Exchange
Act and the rules and regulations thereunder), other than BCB or an
affiliate of BCB, acquires beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act) of 10% or more of the then outstanding shares
of Common Stock (excluding any shares eligible to be reported on Schedule
13G of the Securities and Exchange Commission);
(ii) a person or group, other than BCB or an affiliate of BCB,
publicly announces a bona fide proposal (including a written communication
that is or becomes the subject of public disclosure) for (i) any merger,
consolidation or acquisition of all or substantially all the assets or
liabilities of Heritage or all or substantially all the assets or
liabilities of Heritage Bank, or any other business combination involving
Heritage or Heritage Bank, or (ii) a transaction involving the transfer of
beneficial ownership of securities representing, or the right to acquire
beneficial ownership or to vote securities representing, 10% or more of the
then outstanding shares of Common Stock or the then outstanding shares of
Common Stock of Heritage Bank (collectively, a "Proposal"), and thereafter,
if such Proposal has not been Publicly Withdrawn (as such term is
hereinafter defined) at least 30 days prior to the meeting of shareholders
of Heritage called to vote on the Consolidation, Heritage's shareholders
fail to approve the Consolidation by the vote required by applicable law at
the meeting of shareholders called for such purpose or such meeting has
been cancelled; or
(iii) the Board of Directors of Heritage shall (A) exercise the
right granted to it in clause (i) of the second sentence of Section 4.06 of
the Agreement, (B) fail to recommend the Consolidation, (C) recommend an
Acquisition Transaction or (D) have withdrawn or modified in a manner
adverse to BCB the recommendation of the Board of Directors of Heritage
with respect to the Agreement and thereafter Heritage's shareholders fail
to approve the Consolidation by the vote required by law at the meeting of
shareholders called for such purpose or such meeting is not scheduled or is
cancelled without the written consent of BCB; or
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(iv) a person or group, other than BCB or an affiliate of BCB,
makes a bona fide Proposal and thereafter, but before such Proposal has
been Publicly Withdrawn, Heritage shall have breached any representation,
warranty, covenant or obligation contained in the Agreement and such breach
would entitle BCB to terminate the Agreement under Section 6.01(d) thereof
(without regard to the cure period provided for therein unless such cure is
promptly effected without jeopardizing consummation of the Consolidation
pursuant to the Agreement).
If more than one of the transactions giving rise to a Triggering Event or a
Preliminary Triggering Event under this Section 2 is undertaken or effected,
then all such transactions shall give rise only to one Triggering Event or
Preliminary Triggering Event, as applicable, which Triggering Event or
Preliminary Triggering Event shall be deemed continuing for all purposes
hereunder until all such transactions are abandoned.
"Publicly Withdrawn" for purposes of this Section 2 shall mean an
unconditional bona fide withdrawal of the Proposal coupled with a public
announcement of no further interest in pursuing such Proposal or in acquiring
any controlling influence over Heritage or in soliciting or inducing any other
person (other than BCB or an affiliate of BCB) to do so.
Notwithstanding the foregoing, the obligation of Heritage to issue
Option Shares upon exercise of the Option shall be deferred (but shall not
terminate): (i) until the receipt of all required governmental or regulatory
approvals or consents necessary for Heritage to issue the Option Shares or BCB
to exercise the Option, or until the expiration or termination of any waiting
period required by law, or (ii) so long as any injunction or other order, decree
or ruling issued by any federal or state court of competent jurisdiction is in
effect which prohibits the sale or delivery of the Option Shares, and, in each
case, notwithstanding any provision to the contrary set forth herein, the Option
shall not expire or otherwise terminate with respect to the Option Shares
subject to any prior exercise.
Heritage shall notify BCB promptly in writing of the occurrence of any
Triggering Event known to it, it being understood that the giving of such notice
by Heritage shall not be a condition to the right of BCB to exercise the Option.
Heritage will not take any action which would have the effect of preventing or
disabling Heritage from delivering the Option Shares to BCB upon exercise of the
Option or otherwise performing its obligations under this Stock Option
Agreement, except to the extent required by applicable securities and banking
laws and regulations. In the event BCB wishes to exercise the Option, BCB shall
send a written notice to Heritage (the date of which is hereinafter referred to
as the "Notice Date") specifying the total number of Option Shares it wishes to
purchase and a place and date between two and ten business days inclusive from
the
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Notice Date for the closing of such a purchase (a "Closing"); provided, however,
that a Closing shall not occur prior to two days after the later of receipt of
any necessary regulatory approvals or the expiration of any legally required
notice or waiting period, if any.
3. Repurchase of Option by Heritage.
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(a) Subject to the last sentence of Section 2(a), at the request of
BCB at any time commencing upon the first occurrence of a Repurchase Event (as
defined in Section 3(d)) and ending 18 months immediately thereafter, Heritage
shall repurchase from BCB (x) the Option and (y) all shares of Common Stock
purchased by BCB pursuant hereto with respect to which BCB then has beneficial
ownership. The date on which BCB exercises its rights under this Section 3 is
referred to as the "Request Date." Such repurchase shall be at an aggregate
price (the "Section 3 Repurchase Consideration") equal to the sum of:
(i) the aggregate Purchase Price paid by BCB for any shares of
Common Stock acquired pursuant to the Option with respect to which BCB then
has beneficial ownership;
(ii) the excess, if any, of (x) the Applicable Price (as defined
below) for each share of Common Stock over (y) the Option Price (subject to
adjustment pursuant to Section 6), multiplied by the number of shares of
Common Stock with respect to which the Option has not been exercised; and
(iii) the excess, if any, of the Applicable Price over the
Option Price (subject to adjustment pursuant to Section 6) paid (or, in the
case of Option Shares with respect to which the Option has been exercised,
but the Closing has not occurred, payable) by BCB for each share of Common
Stock with respect to which the Option has been exercised and with respect
to which BCB then has beneficial ownership, multiplied by the number of
such shares.
(b) If BCB exercises it rights under this Section 3, Heritage shall,
within ten (10) business days after the Request Date, pay the Section 3
Repurchase Consideration to BCB in immediately available funds, and
contemporaneously with such payment, BCB shall surrender to Heritage the Option
and the certificate evidencing the shares of Common Stock purchased thereunder
with respect to which BCB then has beneficial ownership, and BCB shall warrant
that it has sole record and beneficial ownership of such shares, and that the
same are then free and clear of all liens, claims, charges and encumbrances of
any kind whatsoever. Notwithstanding the foregoing, to the extent that prior
notification to or approval of any banking agency or department of any federal
or state government, including without limitation the FRB, the OCC, the FDIC, or
the
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respective staffs thereof (the "Regulatory Authority"), is required in
connection with the payment of all or any portion of the Section 3 Repurchase
Consideration, BCB shall have the ongoing option to revoke its request for
repurchase pursuant to Section 3, in whole or in part, or to require that
Heritage deliver from time to time that portion of the Section 3 Repurchase
Consideration that it is not then so prohibited from paying and promptly file
the required notice or application for approval and expeditiously process the
same (and each party shall cooperate with the other in the filing of any such
notice or application and the obtaining of any such approval), in which case the
ten (10) business day period of time that would otherwise run pursuant to the
preceding sentence for the payment of the portion of the Section 3 Repurchase
Consideration shall run instead from the date on which, as the case may be, any
required notification period has expired or been terminated or such approval has
been obtained and, in either event, any requisite waiting period shall have
passed. If any Regulatory Authority disapproves of any part of Heritage's
proposed repurchase pursuant to this Section 3, Heritage shall promptly give
notice of such fact to BCB. If any Regulatory Authority prohibits the
repurchase pursuant to this Section 3, Heritage shall promptly give notice of
such fact to BCB. If any Regulatory Authority prohibits the repurchase in part
but not in whole, then BCB shall have the right (i) to revoke the repurchase
request or (ii) to the extent permitted by such Regulatory Authority, determine
whether the repurchase should apply to the Option and/or Option Shares and to
what extent to each, and BCB shall thereupon have the right to exercise the
Option as to the number of Option Shares for which the Option was exercisable at
the Request Date less the sum of the number of shares covered by the Option in
respect of which payment has been made pursuant to Section 3(a)(ii) and the
number of shares covered by the portion of the Option (if any) that has been
repurchased. BCB shall notify Heritage of its determination under the preceding
sentence within five (5) business days of receipt of notice of disapproval of
the repurchase.
(c) For purposes of this Agreement, the "Applicable Price" means the
highest of (i) the highest price per share of Common Stock paid for any such
share by the person or groups described in Section 3(d)(i), (ii) the price per
share of Common Stock received by a holder of Common Stock in connection with
any merger or other business combination transaction described in Section
3(d)(ii), (iii) or (iv), or (iii) the highest closing sales price per share of
Common Stock quoted on the Nasdaq Stock Market during the 40 business days
preceding the Request Date; provided, however, that in the event of a sale of
less than all of Heritage's assets, the Applicable Price shall be the sum of the
price paid in such sale for such assets and the current market value of the
remaining assets of Heritage as determined by a nationally-recognized investment
banking firm selected by BCB, divided by the number of shares of Common Stock
outstanding at the time of such sale. If the consideration to be
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offered, paid or received pursuant to either of the foregoing clauses (i) or
(ii) shall be other than in cash, the value of such consideration shall be
determined in good faith by an independent nationally-recognized investment
banking firm selected by BCB and reasonably acceptable to Heritage, which
determination shall be conclusive for all purposes of this Agreement.
(d) As used herein, a Repurchase Event shall occur if (i) any person
or group (as such terms are defined in the Exchange Act and the rules and
regulations thereunder), other than BCB or an affiliate of BCB, acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of, or the right to acquire beneficial ownership of, 25% or more of the then-
outstanding shares of Common Stock, (ii) Heritage shall have merged or
consolidated with any person, other than BCB or an affiliate of BCB, and shall
not be the surviving or continuing corporation of such merger or consolidation,
(iii) any person, other than BCB or an affiliate of BCB, shall have merged into
Heritage and Heritage shall be the surviving corporation, but, in connection
with such merger, the then-outstanding shares of Common Stock have been changed
into or exchanged for stock or other securities of Heritage or any other person
or cash or any other property or the outstanding shares of Common Stock
immediately prior to such merger shall after such merger represent less than 50%
of the outstanding shares and share equivalents of the surviving corporation or
(iv) Heritage shall have sold or otherwise transferred more than 25% of its
consolidated assets to any person, other than BCB or an affiliate of BCB.
4. Payment and Delivery of Certificates. At any Closing hereunder,
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(a) BCB will make payment to Heritage of the aggregate price for the Option
Shares so purchased by wire transfer of immediately available funds to an
account designated by Heritage, (b) Heritage will deliver to BCB a stock
certificate or certificates representing the number of Option Shares so
purchased, registered in the name of BCB or its designee, in such denominations
as were specified by BCB in its notice of exercise, and (c) BCB will pay any
transfer or other taxes required by reason of the issuance of the Option Shares
so purchased.
A legend will be placed on each stock certificate evidencing Option
Shares issued pursuant to this Stock Option Agreement, which legend will read
substantially as follows:
"The shares of stock evidenced by this certificate have not been
the subject of a registration statement filed under the Securities Act of
1933, as amended (the "Act"), and declared effective by the Securities and
Exchange Commission. These shares may not be sold, transferred or
otherwise disposed of prior to such time unless Heritage Bancorp, Inc.
receives an opinion of counsel acceptable to it stating that an
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exemption from the registration provisions of the Act is available for such
transfer."
5. Registration Rights. Upon or after the occurrence of a
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Triggering Event and upon receipt of a written request from BCB, Heritage shall
prepare and file as soon as practicable a registration statement under the
Securities Act of 1933 (the "Securities Act") with the Securities and Exchange
Commission covering the Option and such number of Option Shares as BCB shall
specify in its request, and Heritage shall use its best efforts to cause such
registration statement to be declared effective in order to permit the sale or
other disposition of the Option and the Option Shares, provided that BCB shall
in no event have the right to have more than one such registration statement
become effective, and provided further that Heritage shall not be required to
prepare and file any such registration statement in connection with any proposed
sale with respect to which counsel to Heritage delivers to Heritage and to BCB
its opinion to the effect that no such filing is required under applicable laws
and regulations with respect to such sale or disposition; provided further,
however, that Heritage may delay any registration of Option Shares above for a
period not exceeding 90 days in the event that Heritage shall in good faith
determine that any such registration would adversely affect an offering or
contemplated offering of securities by Heritage. BCB shall provide all
information reasonably requested by Heritage for inclusion in any registration
statement to be filed hereunder. In connection with such filing, Heritage shall
use its reasonable best efforts to cause to be delivered to BCB such
certificates, opinions, accountant's letters and other documents as BCB shall
reasonably request and as are customarily provided in connection with
registration of securities under the Securities Act. Heritage shall provide to
BCB such number of copies of the preliminary prospectus and final prospectus and
any amendments and supplements thereto as BCB may reasonably request.
All reasonable expenses incurred by Heritage in complying with the
provisions of this Section 5, including, without limitation, all registration
and filing fees, reasonable printing expenses, reasonable fees and disbursements
of counsel for Heritage and blue sky fees and expenses, shall be paid by
Heritage. Underwriting discounts and commissions to brokers and dealers
relating to the Option Shares, fees and disbursements of counsel to BCB and any
other expenses incurred by BCB in connection with such filing shall be borne by
BCB. In connection with such filing, Heritage shall indemnify and hold harmless
BCB against any losses, claims, damages or liabilities, joint or several, to
which BCB may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any preliminary or final registration statement or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact
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required to be stated therein or necessary to make the statements therein not
misleading; and Heritage will reimburse BCB for any legal or other expense
reasonably incurred by BCB in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that Heritage
will not be liable in any case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in such preliminary or
final registration statement or such amendment or supplement thereto in reliance
upon and in conformity with written information furnished by or on behalf of BCB
specifically for use in the preparation thereof. BCB will indemnify and hold
harmless Heritage to the same extent as set forth in the immediately preceding
sentence but only with reference to written information furnished by or on
behalf of BCB for use in the preparation of such preliminary or final
registration statement or such amendment or supplement thereto; and BCB will
reimburse Heritage for any legal or other expense reasonably incurred by
Heritage in connection with investigating or defending any such loss, claim,
damage, liability or action. Notwithstanding anything to the contrary contained
herein, no indemnifying party shall be liable for any settlement effected
without its prior written consent.
6. Adjustment Upon Changes in Capitalization. In the event of any
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change in the Common Stock by reason of stock dividends, split-ups,
recapitalizations, combinations, conversions, divisions, exchanges of shares or
the like, then the number and kind of Option Shares and the Option Price shall
be appropriately adjusted.
7. Filings and Consents. Each of BCB and Heritage will use its
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reasonable best efforts to make all filings with, and to obtain consents of, all
third parties and governmental authorities necessary to the consummation of the
transactions contemplated by this Stock Option Agreement. Within 10 days from
the date hereof, BCB shall file a report of beneficial ownership on Form 13D
with the Securities and Exchange Commission under the Exchange Act which
discloses the rights of BCB hereunder.
8. Representations and Warranties of Heritage. Heritage hereby
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represents and warrants to BCB as follows:
(a) Due Authorization. Heritage has full corporate power and
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authority to execute, deliver and perform this Stock Option Agreement and all
corporate action necessary for execution, delivery and performance of this Stock
Option Agreement has been duly taken by Heritage. This Stock Option Agreement
constitutes a legal, valid and binding obligation of Heritage, enforceable
against Heritage in accordance with its terms (except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and similar laws of general applicability relating to or affecting
creditors' rights or by general equity principles).
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(b) Authorized Shares. Heritage has taken all necessary
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corporate action to authorize and reserve for issuance all shares of Common
Stock that may be issued pursuant to any exercise of the Option.
9. Representations and Warranties of BCB. BCB hereby represents and
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warrants to Heritage that BCB has full corporate power and authority to execute,
deliver and perform this Stock Option Agreement and all corporate action
necessary for execution, delivery and performance of this Stock Option Agreement
has been duly taken by BCB. This Stock Option Agreement constitutes a legal,
valid and binding obligation of BCB, enforceable against BCB in accordance with
its terms (except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar laws of general
applicability relating to or affecting creditors' rights or by general equity
principles).
10. Specific Performance. The parties hereto acknowledge that
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damages would be an inadequate remedy for a breach of this Stock Option
Agreement and that the obligations of the parties hereto shall be specifically
enforceable.
11. Entire Agreement. This Stock Option Agreement and the Agreement
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constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, among the parties or any of them with respect to the subject
matter hereof.
12. Assignment or Transfer. BCB may not sell, assign or otherwise
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transfer its rights and obligations hereunder, in whole or in part, to any
person or group of persons other than to a subsidiary of BCB. BCB represents
that it is acquiring the Option for BCB's own account and not with a view to, or
for sale in connection with, any distribution of the Option or the Option
Shares. BCB is aware that neither the Option nor the Option Shares is the
subject of a registration statement filed with, and declared effective by, the
Securities and Exchange Commission pursuant to Section 5 of the Securities Act,
but instead each is being offered in reliance upon the exemption from the
registration requirement provided by Section 4(2) thereof and the
representations and warranties made by BCB in connection therewith.
13. Amendment of Stock Option Agreement. By mutual consent of the
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parties hereto, this Stock Option Agreement may be amended in writing at any
time, for the purpose of facilitating performance hereunder or to comply with
any applicable regulation of any governmental authority or any applicable order
of any court or for any other purpose.
14. Validity. The invalidity or unenforceability of any provision of
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this Stock Option Agreement shall not affect the
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validity or enforceability of any other provisions of this Stock Option
Agreement, which shall remain in full force and effect.
15. Notices. All notices, requests, consents and other
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communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered personally, by telegram or
telecopy, or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties as follows:
(i) If to BCB, to:
BCB Financial Services Corporation
The Madison Building
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
and Chief Executive Officer
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxxx & Xxx
One Glenhardie Corporate Center
0000 Xxxxxxxx Xxxx
Xxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esquire
Telecopy No.: (000) 000-0000
(ii) If to Heritage, to:
Heritage Bancorp, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
President
and Chief Executive Officer
Telecopy No.: (000) 000-0000
with copies to:
Xxxxxx & Xxxxx LLP
Xxx Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esquire
Telecopy No.: (000) 000-0000
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or to such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).
16. Governing Law. This Stock Option Agreement shall be governed by
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and construed in accordance with the domestic internal law (but not the law of
conflicts of law) of the Commonwealth of Pennsylvania.
17. Captions. The captions in this Stock Option Agreement are
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inserted for convenience and reference purposes, and shall not limit or
otherwise affect any of the terms or provisions hereof.
18. Waivers and Extensions. The parties hereto may, by mutual
----------------------
written consent, extend the time for performance of any of the obligations or
acts of either party hereto. Each party may waive in writing (i) compliance
with any of the covenants of the other party contained in this Stock Option
Agreement and/or (ii) the other party's performance of any of its obligations
set forth in this Stock Option Agreement.
19. Parties in Interest. This Stock Option Agreement shall be
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binding upon and inure solely to the benefit of each party hereto, and, nothing
in this Stock Option Agreement, express or implied, is intended to confer upon
any other person any rights or remedies of any nature whatsoever under or by
reason of this Stock Option Agreement.
20. Counterparts. This Stock Option Agreement may be executed in two
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or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same agreement.
21. Expenses. Except as otherwise provided herein, all costs and
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expenses incurred by the parties hereto in connection with the transactions
contemplated by this Stock Option Agreement or the Option shall be paid by the
party incurring such cost or expense.
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22. Defined Terms. Capitalized terms which are used but not defined
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herein shall have the meanings ascribed to such terms in the Agreement.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to
resolutions adopted by its Board of Directors, has caused this Stock Option
Agreement to be executed by its duly authorized officer all as of the day and
year first above written.
BCB FINANCIAL SERVICES CORPORATION
By_________________________________
Xxxxxx X. Xxxxxx,
Chairman, President and Chief
Executive Officer
HERITAGE BANCORP, INC.
By_________________________________
Xxxxx X. Xxxxxx
President and Chief Executive
Officer
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