STANDSTILL AGREEMENT
THIS AGREEMENT, dated this 10th day of February 1999 (the "Effective
Date"), by and between SWVA Bancshares, Inc. ("SWVA"), Xx. Xxxxxxx X. Xxxxxx and
LaSalle Capital Management, Inc. (collectively, the "Group;" individually, a
"Group Member").
RECITALS
WHEREAS, SWVA incurred, and is expected to continue to incur, significant
costs and expenses in connection with the activities of the Group that relate to
ownership by the Group of shares of common stock of SWVA; and
WHEREAS, the Group has incurred, and is expected to continue to incur,
significant costs and expenses in connection with its ongoing activities
concerning its ownership of a significant percentage of the common stock of
SWVA; and
WHEREAS, the Group, in exchange for the consideration to be received from
SWVA, is willing to enter into this Agreement; and SWVA and the Group have
agreed that it is in their mutual interests to enter into this Agreement as
hereinafter described.
NOW THEREFORE, in consideration of the Recitals and the representations,
warranties, covenants and agreements contained herein and other good and
valuable consideration, the parties hereto mutually agree as follows:
I. COVENANTS
1. Through February 9, 2011, the Group shall not directly or indirectly
purchase or act in concert with any affiliate, group or other person to purchase
or vote any shares of common stock of SWVA.
2. Through February 9, 2011, the Group shall not directly or indirectly
participate or act in concert with any affiliate, group or other person to
participate, by encouragement or otherwise, in any solicitation of proxies or
any other activity concerning SWVA.
3. Through February 9, 2011, the Group shall not directly or indirectly
influence or attempt to influence any person concerning an investment in the
common stock of SWVA.
4. The Group shall not provide, nor shall a Group Member act in concert
with any person to provide, any funds, services or facilities to any person in
support of any activity by such person that would be a violation of their
covenants under the provisions of paragraphs 1 through 3 above if undertaken by
any of them.
II. AGREEMENTS
Simultaneously with the execution and delivery of this Agreement, SWVA
shall pay to Everen Securities $477,750 in cash representing payment in full for
28,000 shares of common stock of SWVA beneficially owned by Xxxxxxx X. Xxxxxx
and Xxxxxxx X. Xxxxxx shall deliver a certificate or certificates evidencing
these 28,000 shares to SWVA. Xx. Xxxxxx agrees to pay any taxes and broker fees
or commissions arising from this transfer.
III. REPRESENTATIONS AND WARRANTIES
1. The Group Members represent and warrant to SWVA that Xxxxxxx X. Xxxxxx
is the beneficial owner of 28,000 shares of common stock of SWVA, all
beneficially owned free and clear of all liens, claims and encumbrances of any
kind, which is the entire number of shares of common stock of SWVA in which the
Group has a beneficial ownership and none of the Group Members has a right to
vote any other shares of the common stock of SWVA.
2. The Group Members represent and warrant to SWVA that the Group Members
have full and complete authority to enter into this Agreement and to sell the
entire number of shares of the capital stock of SWVA in which they have a
beneficial ownership interest and this Agreement constitutes a valid and binding
agreement of the Group and each Group Member.
3. SWVA hereby represents and warrants to the Group and to each Group
member that SWVA has full power and authority to enter into and perform its
obligations under this Agreement, and the execution and delivery of this
Agreement by SWVA regarding the consummation of the transactions contemplated
hereby has been duly authorized by the Board of Directors of SWVA and requires
no other Board of Directors or stockholder action. This Agreement constitutes a
valid and binding obligation of SWVA.
IV. GENERAL
1. This Agreement shall remain in effect until February 10, 2011.
2. Virginia law shall govern the construction and enforceability of
this Agreement. Any and all actions concerning any dispute arising hereunder
shall be filed and maintained in a state or federal court, as appropriate,
sitting in the Commonwealth of Virginia.
3. All representations, warranties, covenants and agreements made herein
shall survive the execution and delivery of this Agreement.
4. This Agreement may be executed in counterparts, each of which shall
be an original, but each of which together shall constitute one and the same
agreement.
5. Each party agrees to execute any and all documents, and to do and
perform any and all acts and things necessary or proper to effectuate or further
evidence the terms and provisions of this Agreement.
SWVA Bancshares, Inc.
by: /s/ X. X. Xxxxx, President
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/s/ Xxxxxxx X. Xxxxxx
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LaSalle Capital Management, Inc.
by: /s/ Xxxxxxx X. Xxxxxx, President
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