EXHIBIT 10
AGREEMENT
This Agreement ("Agreement") executed this 8th day of September, 1999 is by
and among Xxxxxxx X. Xxxxx, M.D. and Xxxxxx X.X. Xxxxx (collectively, the
"Shareholders").
WHEREAS, as of the date of this Agreement, the Shareholders own
approximately [6.7]% of the common stock (the "Common Stock"), of Xxxx National
Corporation, a Delaware corporation;
WHEREAS, the Shareholders may be deemed to be the beneficial owners of the
Common Stock pursuant to Regulation Section 240.13d-3 promulgated under the
Securities Exchange Act of 1934; and
WHEREAS, the Shareholders from time to time must file statements pursuant
to certain sections of the Securities Exchange Act of 1934 concerning their
ownership of Common Stock.
NOW, THEREFORE, in consideration of the premises the Shareholders agree:
1. That the Shareholders do hereby agree to file jointly with the
Securities Exchange Commission any schedules or other filings or amendments
thereto made by or on behalf of the Shareholders pursuant to Section 13(d) of
the Securities Exchange Act of 1934.
2. That Xx. Xxxxx shall, in consultation with Xxx. Xxxxx, have the
authority to make all decisions regarding the matters which are the subject of
their ownership of the shares of Xxxx National Corporation covered by a Schedule
13D filed with the Securities and Exchange Commission.
3. This Agreement shall be governed in accordance with the laws of Ohio,
may be amended only in writing and may be terminated by either party upon ten
days written notice. In the event of termination, each party shall remain liable
for his or her shares of the expenses incurred to the date of termination and
shall promptly pay their share of expenses, upon receipt of invoice, to the
remaining party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.
/s/ Xxxxxxx X. Xxxxx
---------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxx X.X. Xxxxx
---------------------------
Xxxxxx X.X. Xxxxx
