EXHIBIT 10.1
COMMON STOCK AGREEMENT
This Common Stock Agreement ("Agreement") is between Riverway Holdings,
Inc., a Texas corporation (the "Company") and Xxxx X. Xxxxxxxx, a resident of
Xxxxxx County, Texas ("Xxxxxxxx").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company had previously granted
Xxxxxxxx options ("Options") to acquire, in the aggregate, 25,000 shares of
common stock, $1.00 par value ("Common Stock") of the Company at an average
price of approximately $12.10, with such Options to expire on June 30, 1997; and
WHEREAS, by a corporate resolution dated June 6, 1997, the Board of
Directors of the Company has decided to xxxxx Xxxxxxxx, in exchange for his
Options, 10,000 shares of Common Stock (the "Stock");
NOW, THEREFORE, for and in consideration of these premises it is
agreed as follows:
1. GRANT AND EXCHANGE. Subject to the terms and conditions contained
herein, the Company hereby grants Xxxxxxxx 10,000 shares of the Stock in
exchange for Xxxxxxxx' Options, which Options are hereby canceled.
2. RIGHTS AND RESTRICTIONS. As of the date hereof, Xxxxxxxx shall be
entitled to vote, receive dividends with respect to and enjoy all other rights
and suffer all other obligations related to ownership of the Stock except that
the Stock may not be sold, transferred, assigned, pledged, hypothecated or
otherwise disposed of except as provided in this Agreement. Xxxxxxxx shall be
entitled to unrestricted ownership of 2,000 shares of the Stock as of June 30,
1997 ("Issuance Date"). The other 8,000 shares of the Stock shall be subject to
the above mentioned restrictions on transferability, provided that on each
subsequent anniversary of the Issuance Date, the restriction on transferability
with respect to an additional 2,000 shares shall be removed until the
restrictions with respect to the final 2,000 shares are removed on the fourth
anniversary of the Issuance Date.
3. ISSUANCE OF CERTIFICATES; LEGENDS. The shares of the Stock issued to
Xxxxxxxx pursuant to this Agreement shall be evidenced by five separate stock
certificates, each issued in the amount of 2,000 shares. The first certificate
shall be issued without a restrictive legend. The other four certificates shall
bear the following restrictive legend, with the date
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in each legend reflecting the actual date that the restriction on
transferability set forth above is to be removed:
THE SHARES OF COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY SET FORTH IN A COMMON STOCK AGREEMENT DATED JUNE 30,
1997, A COPY OF WHICH IS AVAILABLE AT RIVERWAY BANK. EXCEPT AS PROVIDED IN
THE COMMON STOCK AGREEMENT, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE
DISPOSED OF UNTIL JUNE 30, ____.
4. EXTRAORDINARY CORPORATE TRANSACTIONS. In the event of any merger,
consolidation, acquisition, reorganization or similar occurrence in which the
Company will not be a surviving entity, it is the intent of the Company and
Xxxxxxxx to have the restrictions on transferability set forth herein apply to
any new shares of stock or other securities received in exchange for the shares
of the Stock. In the event of the dissolution or liquidation of the Company or
similar occurrence, the shares of the Stock shall become freely transferable.
5. COMPLIANCE WITH SECURITIES LAWS. Prior to the issuance of a
certificate(s) for shares of the Stock, Xxxxxxxx shall enter into such written
representations, warranties and agreements as the Board may reasonably request
in order to comply with applicable securi ties laws or with this Agreement. In
addition to the foregoing, Xxxxxxxx hereby represents and warrants to the
Company as follows:
(a) Xxxxxxxx acknowledges that the shares of the Stock constitute
securities under the Securities Act of 1933, as amended and the securities laws
of the State of Texas (the "Acts").
(b) Xxxxxxxx acknowledges that the shares of the Stock have not been
registered under the Acts in reliance on available exemptions from the
registration requirements thereof.
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(c) Xxxxxxxx represents and warrants that he has such knowledge and
experience in financial, business and taxation matters generally and specific
knowledge regarding the Company and its subsidiaries that he is capable of
evaluating the merits and risks of his acquisition of the shares of Stock.
(d) Xxxxxxxx has been advised by the Company that registration under
the Acts or exemptions from the registration requirements thereof will be
required for any subsequent sale or other distribution of the shares of the
Stock issued pursuant to this Agreement.
6. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This Agreement constitutes
the entire agreement between the parties hereto pertaining to the grant and
exchange and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties, and there are no
warranties, representations or other agreements between the parties in
connection with the subject matter hereof except as set forth specifically
herein or contemplated hereby. No supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. The failure of a party to exercise any right or remedy shall not be
deemed or constitute a waiver of such right or remedy in the future. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (regardless of whether similar), nor shall
any such waiver constitute a continuing waiver unless otherwise expressly
provided.
7. SEVERABILITY. If any provision of the Agreement is rendered or declared
illegal or unenforceable by reason of any existing or subsequently enacted
legislation or by decree of a court of last resort, the parties hereto shall
promptly meet and negotiate substitute provisions for those rendered or declared
illegal or unenforceable, but all of the remaining provisions of this Agreement
shall remain in full force and effect.
8. EXECUTION. This Agreement may be executed in multiple counterparts each
of which shall be deemed an original and all of which shall constitute one
instrument.
9. GOVERNING LAW. The provisions of this Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Texas
(excluding any con flicts-of-law rule or principle that might refer same to the
laws of another jurisdiction),
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except to the extent that same are mandatorily subject to the laws of another
jurisdiction pursuant to the laws of such other jurisdiction.
IN WITNESS WHEREOF, this Agreement has been executed as of the 30th day of
June, 1997.
RIVERWAY HOLDINGS, INC.
By:______________________________
Name: Xxxx X. Xxxxxxxx, Xx.
Title:Chairman of the Board
By:______________________________
Name: Xxxx X. Xxxxxxxx
Address: ________________________
________________________
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