Exhibit 10.19
MECH Financial, Inc.
MECH STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of December 1, 1999, is entered into
by and among Xxxxxxx Financial Corporation, a Delaware corporation ("Xxxxxxx"),
and the stockholders of MECH Financial, Inc., a Connecticut corporation
("MECH"), identified on Schedule I hereto (collectively, the "Stockholders"),
who are directors, executive officers or other affiliates of MECH (for purposes
of Rule 145 under the Securities Act of 1933, as amended, and for purposes of
qualifying the Merger (defined below) for "pooling-of-interests" accounting
treatment).
WHEREAS, Xxxxxxx and MECH have entered into an Agreement and Plan of
Merger, dated as of December 1, 1999 (the "Agreement"), which is conditioned
upon the execution of this Stockholder Agreement and which provides for, among
other things, the merger of MECH with and into Xxxxxxx, in a stock-for-stock
transaction (the "Merger"); and
WHEREAS, in order to induce Xxxxxxx to enter into and consummate the
Agreement, each of the Stockholders agrees to, among other things, vote in favor
of the Agreement, the Merger and the other transactions contemplated by the
Agreement in his or her capacity as a stockholder of MECH.
NOW, THEREFORE in consideration of the premises, the mutual covenants and
agreements set forth herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Ownership of MECH Common Stock. Each Stockholder represents and warrants
that the number of shares of MECH common stock, par value $.01 per share ("MECH
Common Stock"), set forth opposite such Stockholder's name on Schedule I hereto
is the total number of shares of MECH Common Stock over which such person has
"beneficial ownership" within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, except that the provisions of Rule
13d-3(d)(1)(i) shall be considered without any limit as to time.
2. Agreements of the Stockholders. Each Stockholder covenants and agrees
that:
(a) Such Stockholder shall, at any meeting of the holders of any or all
classes or series of MECH Common Stock called for the purpose (or in connection
with any action taken by written consent), vote or cause to be voted all shares
of MECH Common Stock with respect to which such Stockholder has voting power
(including the power to vote or to direct the voting of) whether owned as of the
date hereof or hereafter acquired in favor of the Agreement, the Merger and the
other transactions contemplated by the Agreement.
(b) Such Stockholder shall not sell, pledge, transfer or otherwise
dispose of his or her shares of MECH Common Stock unless advised by KPMG that
such sale, pledge, transfer or other disposition will not jeopardize the
pooling-of-interest accounting treatment in the Merger.
(c) Such Stockholder shall not in his or her capacity as a stockholder
of MECH directly or indirectly encourage or solicit, initiate or hold
discussions or negotiations with, or provide any information to, any person,
entity or group (other than Xxxxxxx or an affiliate thereof) concerning any
merger, sale of all or substantially all of the assets or liabilities
not in the ordinary course of business, sale of shares of capital stock or
similar transaction involving MECH or otherwise inconsistent with the Agreement
or the transactions contemplated thereby. Nothing herein shall impair such
Stockholder's fiduciary obligations as a director of MECH.
(d) Such Stockholder acting as a Stockholder and not as a director shall
use his or her best efforts to take or cause to be taken all action, and to do
or cause to be done all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the Merger contemplated by
the Agreement.
(e) Such Stockholder shall not, prior to the public release by Xxxxxxx
of an earnings report to its stockholders covering at least 30 days of
operations after consummation of the Merger (the "Restricted Period"), sell,
pledge (other than the replacement of a pledge existing on the date hereof of
MECH Common Stock), transfer or otherwise dispose of the shares of Xxxxxxx
common stock, par value $.01 per share (the "Xxxxxxx Common Stock"), to be
received by him or her for his or her shares of MECH Common Stock upon
consummation of the Merger.
(f) Such Stockholder shall comply with all applicable federal and state
securities laws in connection with any sale of Xxxxxxx Common Stock received in
exchange for MECH Common Stock in the Merger, including the trading and volume
limitations as to sales by affiliates contained in Rule 145 under the Securities
Act of 1933, as amended. Such Stockholder acknowledges and agrees that any
shares of Xxxxxxx Common Stock received in the Merger or otherwise will include
appropriate legends as to the restrictions set forth in this Agreement and under
applicable federal securities laws.
3. Termination. The parties agree and intend that this Stockholder
Agreement be a valid and binding agreement enforceable against the parties
hereto and that damages and other remedies at law for the breach of this
Stockholder Agreement are inadequate. This Stockholder Agreement may be
terminated at any time prior to the consummation of the Merger by the written
consent of the parties hereto and shall be automatically terminated in the event
that the Agreement is terminated in accordance with its terms.
4. Notices. Notices may be provided to Xxxxxxx and the Stockholders in the
manner specified in the Agreement, with all notices to the Stockholders being
provided to them at the addresses set forth at Schedule I.
5. Governing Law. This Stockholder Agreement shall be governed by the laws
of the State of Delaware, without giving effect to the principles of conflicts
of laws thereof.
6. Counterparts. This Stockholder Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same and each of
which shall be deemed an original.
7. Headings. The Section headings contained herein are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Stockholder Agreement.
8. Regulatory Approval. If any provision of this Stockholder Agreement
requires the approval of any regulatory authority in order to be enforceable,
then such provision shall not be effective until such approval is obtained;
provided, however, that the foregoing shall not affect the enforceability of any
other provision of this Stockholder Agreement.
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SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, Xxxxxxx, by a duly authorized officer, and each of the
Stockholders have caused this Stockholder Agreement to be executed and delivered
as of the day and year first above written.
XXXXXXX FINANCIAL CORPORATION
By: /s / Xxxxx X. Xxxxx
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Chairman and Chief Executive Officer
STOCKHOLDERS:
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SCHEDULE I
Number of Shares of MECH Common
Name and Address of Stockholder Stock Beneficially Owned
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