EXHIBIT C
STANDSTILL AND RELEASE AGREEMENT
("Bancorp/Purchaser Release")
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, each of the undersigned hereby releases and forever discharges
National Bancshares, Inc. and each of its associates, owners, stockholders,
subscribers, promoters, predecessors, successors, assigns, agents, directors,
officers, representatives, lawyers, consultants and employees, and all persons
acting by, through, under or in concert with them, or any of them (collectively,
the "Released Parties"), of and from any and all manner of action or actions,
cause or causes of action, in law or in equity, suits, debts, liens, contracts,
agreements, promises, liabilities, claims, demands, damages, losses, costs or
expenses, of any nature whatsoever, known or unknown, fixed or contingent,
arising from the day before the beginning of time to the date hereof (together,
"Claims"), which the undersigned now has or may hereafter have against the
Released Parties, or any of them by reason of any matter, cause, or thing
arising from or in connection with, or in any way relating to:
(1) that certain Stock Purchase Agreement dated April 11, 1994, between
Citibank, N.A. and National Bancshares, Inc.;
(2) that certain Stock Purchase Agreement, as Amended dated June 1, 1994,
between Citibank, N.A. and National Bancshares, Inc.;
(3) any attempt, effort, proposal or offer by or on behalf of the Releasing
Parties, or any of them, to acquire, or offer to acquire, directly or
indirectly, any shares or other interest in Xxxxxxx Xxxxx National Bancorp,
Inc. or any of its property or assets;
(4) any dealings, negotiations, discussions, agreements, contracts between
National Bancshares, Inc. and Xxxxxxx Xxxxx National Bancorp, Inc., or on
their respective behalves, regarding the proposed, planned, attempted or
offered acquisition by National Bancshares, Inc. of, or offer to acquire,
any shares or other interest in Xxxxxxx Xxxxx National Bancorp, Inc., from
whatever source;
(5) any action or failure to take action, by or on behalf of National
Bancshares, Inc., including without limitation any statements made or
claims asserted or threatened, in any way
relating to Xxxxxxx Xxxxx National Bancorp, Inc., any shares of or other
interest therein of any subsidiary, employee, officer, director, agent or
attorney thereof or of any subsidiary thereof;
(6) any effort or attempt by National Bancshares, Inc. to cause Xxxxxxx
Xxxxx National Bancorp, Inc. or the Xxxxx National Bank to take or not to
take any action relating to any agreement by it or any subsidiary with any
officer or employee thereof;
(7) any dealings, negotiations, discussions, agreements, contracts, actions
or inaction by or between Citibank, N.A. and National Bancshares, Inc., or
on their behalves, regarding the proposed, attempted, planned or offered
acquisition of shares in Xxxxxxx Xxxxx National Bancorp, Inc. by National
Bancshares, Inc.;
(8) the performance or termination of any agreements between Citibank, N.A.
and National Bancshares, Inc.;
(9) any dealings, negotiations, discussions, agreements or contracts
between Citibank, N.A. and the Purchaser regarding the proposed acquisition
of shares in Xxxxxxx Xxxxx National Bancorp, Inc. by the Purchaser;
(10) shares of Xxxxxxx Xxxxx National Bancorp, Inc. held by Citibank, N.A.
as collateral for a certain loan to certain individuals, among others, who
are or were among the officers and directors of Xxxxxxx Xxxxx National
Bancorp, Inc.; or
(11) the alleged agreement between Citibank, N.A. and National Bancshares,
Inc., which was the subject of Civil Action No. 13810 in the Court of
Chancery of the State of Delaware in and for New Castle County.
(individually, a "Released Claim," and collectively, "Released Claims"). This
Release shall not release or discharge any claim that does not arise from, or is
not in connection with or related to items 1 through 11, above.
Each of the Releasing Parties represents and warrants to the Released
Parties that he or it has not assigned or transferred any interest in any
Released Claim, and each of the Releasing Parties agrees (individually and not
jointly) to indemnify and hold the Released Parties harmless from any liability,
claim, demand, damages, costs, expenses and attorneys' fees incurred as a result
of any person asserting any such assignment or transfer of any rights or claims
under such assignment or transfer by the Releasing Party. It is the intention of
each of the undersigned that this indemnity does not require payment as a
condition
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precedent to recovery by the Released Parties from the undersigned under this
indemnity.
Each of the Released Parties agrees that if he or it hereafter commences,
joins in, or in any manner seeks relief through any suit arising out of, based
upon, or relating to any of the Released Claims or in any manner asserts against
a Released Party any of the Released Claims, then such Releasing Party will
(individually and not jointly) pay to such Released Party, in addition to any
other damages caused thereby, all attorneys' fees incurred by the Releasing
Party in defending or otherwise responding to said suit or claim.
Each Released Party, by accepting the benefits of this Release, and the
undersigned further understand and agree that the execution and acceptance of
this Release shall not constitute or be construed as an admission of any
liability, claim, defense or counterclaim by or against any party.
[SIGNATURE FOLLOWS]
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[individual]
STATE OF )
---------------------------------
) ss.
COUNTY OF )
---------------------------------
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared _________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to this instrument, and acknowledged that [he/she]
executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
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Notary Public in and for
Said County and State
[Seal]
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[corporation]
By: __________________________
Title: _______________________
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STATE OF )
---------------------------------
)ss.
COUNTY OF )
---------------------------------
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared _________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as [president/vice- president/secretary] or on
behalf of the corporation therein named and acknowledged that the corporation
executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
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Notary Public in and for
Said County and State
[Seal]
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