EXHIBIT 10.11
FSB AGREEMENT
-------------
THIS FSB AGREEMENT (the "Agreement") is effective as of October 2, 2001
among First Savings Bank, FSB, Arlington, Texas ("FSB"), Xxxxxxx X. Xxxxxxxx
("Xxxxxxxx"), U S Home Systems, Inc., a Delaware corporation, ("Parent") and
Corporate Stock Transfer, Denver, Colorado ("Escrow Agent").
RECITALS
WHEREAS, the Company, the Shareholders, Parent and Sub have entered
into an Agreement and Plan of Merger relating to the merger of Sub with and into
the Company with the Company remaining as the Surviving Company (the "Merger
Agreement");
WHEREAS, the Shareholders have agreed to indemnify Parent and certain
others (the "Indemnitees") pursuant to Section 8.2(a) of the Merger Agreement;
WHEREAS, the Company, the Shareholders, Parent and Escrow Agent have
entered into an Escrow Agreement providing for the holding and disbursement of
the Escrowed Shares to satisfy the Shareholders' indemnification obligations, if
any;
WHEREAS, capitalized terms in this Agreement shall have the same
meanings as defined in the Merger Agreement and the Escrow Agreement;
WHEREAS, FSB, Xxxxxxxx, Parent and Escrow Agent desire to set forth
their agreement regarding the holding and release of Escrowed Shares in the
event of certain claims being made;
NOW, THEREFORE, for and in consideration of the foregoing and the
mutual covenants contained herein, the parties agree as follows:
1. Notwithstanding any other provision of the Merger Agreement or the
Escrow Agreement, Parent expressly agrees, for itself and any other Indemnitee
under Article VIII of the Merger Agreement, FSB and Xxxxxxxx shall have no
obligation to indemnify Parent or any other Indemnitee against Loss arising from
or related to any claim made by Xxxxx X. Xxxxxxxx relating to transactions
between Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx involving the securities of the
Company, its predecessors and successors, or as a result of the Merger and the
transactions contemplated by the Merger Agreement (a "Borschow Claim").
2. Neither of FSB's nor Xxxxxxxx'x Shareholder Percentage of the
Escrowed Shares shall be released to Parent in satisfaction of a Borschow Claim.
Parent expressly agrees that a Borschow Claim shall not constitute an
Indemnifiable Claim with respect to FSB and Xxxxxxxx. Escrow Agent shall not
accept written notice of a Borschow Claim as written notice of a Indemnifiable
Claim with respect to FSB and Xxxxxxxx.
3. In the event that a conflict exists between the provisions of this
Agreement, the Merger Agreement and the Escrow Agreement, the parties expressly
agree that the terms of this Agreement shall control.
FSB AGREEMENT - Page 1
EXECUTED effective as of the date first above written.
FSB:
FIRST SAVINGS BANK, FSB
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Its: President
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
XXXXXXXX:
/s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Xxxxxxx Xxxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
PARENT:
U.S. HOME SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxxx, President
ESCROW AGENT:
CORPORATE STOCK TRANSFER
By: /s/ Xxxxxxx Xxxx
--------------------------------------
Xxxxxxx Xxxx, President
FSB AGREEMENT - Page 2
