1
EXHIBIT 1
STANDSTILL AGREEMENT
STANDSTILL AGREEMENT dated as of March 12, 1997, between Pamrapo Bancorp,
Inc., a Delaware corporation (the "Company"), and Xxxxx X. Xxxxxx (Xxxxx X.
Xxxxxx together with his associates and affiliates as such terms are defined in
Rule 12b-2 of the rules and regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934 shall be referred to as
"Xxxxxx").
WHEREAS, Xxxxxx beneficially owns an aggregate of 278,900 shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of
the Company.
WHEREAS, in consideration for the sale of 278,900 shares of Common Stock
at $23.50 per share for an aggregate of $6,554,150 with proxies, the Company
and Xxxxxx (together the "Parties) have agreed to enter into and abide by the
terms of the Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:
ARTICLE I
SECTION 1.1. Standstill Provisions. (a) Xxxxxx and his affiliates will
not, alone or in concert with others (and will not advise, assist or encourage
others to), directly or indirectly, unless specifically requested in writing in
advance by the Company or specifically approved by a majority of the members of
the Board of Directors of the Company (it being understood that Xxxxxx or
affiliates of Xxxxxx shall not seek to have the Company or any of the Company's
officers, directors, representatives, trustees, employees, attorneys, advisors,
agents, affiliates or associates make any such request), for a period of two
(2) years from the date hereof: (i) by purchase or otherwise, acquire, or agree
to acquire ownership (including, but not limited to, beneficial ownership) of
any additional shares of Common Stock of the Company or direct or indirect
rights (including convertible securities) or options to acquire such ownership;
(ii) make any public announcement with respect to, or submit any proposal for,
the acquisition of beneficial ownership of additional shares of Common Stock
(or direct or indirect rights, including convertible securities, or options to
acquire such beneficial ownership), or for or with respect to any extraordinary
transaction or merger, consolidation, sale of substantial assets or business
combination involving the Company or any of its affiliates, whether or not any
parties other than Xxxxxx and his affiliates and associates are involved and
whether or not such proposal might require the making of a public announcement
by the Company unless (x) such proposal is directed and disclosed solely to the
Board of Directors of the Company and (y) the Company shall have requested
Xxxxxx in writing in advance of the submission of such proposal; (iii) make, or
in any way participate in, any "solicitation" of "proxies" (as such terms are
defined or used in Regulation 14A under the Exchange Act) or become a
"participant" in any "election contest" (as such terms are defined or used in
Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any
person or entity with respect to the voting of, any voting securities of the
Company or any of its affiliates; (iv) form, join or in any way participate in
a "group" (as such term is used in Section 13d(3) of the Exchange Act)
2
with respect to any securities of the Company or any of its affiliates in
connection with any action or matter otherwise prohibited by the terms of this
Agreement; (v) initiate or propose any shareholder proposals for submission to
a vote of shareholders with respect to the Company or any of its affiliates or
propose any person for election to the Board of Directors of the Company or any
of its affiliates; (vi) initiate any communication with any customer or
supplier of the Company regarding matters relating to the Company with a view
towards interfering with or otherwise adversely affecting the relationship
between the Company and any such customer or supplier; (vii) otherwise seek to
control the management or policies of the Company or any of its affiliates, to
obtain representation on the Board of Directors of the Company or any of its
affiliates; (viii) disclose to any third party, or make any filing under the
Exchange Act (including, without limitation, under Section 13(d) thereof)
disclosing, any intention, plan or arrangement inconsistent with the foregoing;
(ix) enter into any discussions, negotiations, arrangements or understandings
with any third party with respect to any of the foregoing; (x) sell any Common
Stock of the Company, directly or indirectly, unless executed in brokerage
transactions; or (xi) request the Company (or any of its officers, directors,
representatives, trustees, employees, attorneys, advisers, agents, affiliates
or associates) to waive, amend or modify in any material respect any
restrictions contained in this Article I (or to waive, amend or modify this
clause (xi)), it being understood that no request whatsoever shall be made
which (aa) is disclosed by Xxxxxx to any third party or in any filing under the
Exchange Act (including, without limitation, under Section 13(d) thereof) or
(bb) the Company might be required to publicly disclose.
(b) Xxxxxx and any affiliate thereof shall support management proposals
and vote the shares of Common Stock owned by them beneficially or of record in
favor of such management proposals.
ARTICLE II
SECTION 2.1. Fees and Expenses. Each party shall pay the fees and
expenses of its investment banking advisers, attorneys, accountants and other
advisors, if any, and all other expenses incurred by such Party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
SECTION 2.2. Joint and Several Liability. Xxxxxx and his affiliates
shall be jointly and severally liable for any breach of this Agreement.
SECTION 2.3. No Disclosure. The Company and Xxxxxx each agree not to make
(and agree to use their best efforts to cause their officers, directors,
representatives, trustees, employees, attorneys, advisors, agents, affiliates
and associates not to make) any disclosure with respect to this Agreement, the
performance hereof or any matter covered hereby, other than a disclosure of the
specific terms hereof; provided, however, that neither the Company nor Xxxxxx
shall be restricted from making such disclosure if and to the extent it shall
be advised by independent counsel that such disclosure is required by law or
administrative regulation or by the regulation of any stock exchange.
3
SECTION 2.4 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect, unless
such action would substantially impair the benefits to either party of the
remaining provisions of this Agreement.
SECTION 2.5. Specific Enforcement: No Right to Terminate; Consent to
Jurisdiction.
(a) The Company and Xxxxxx acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof, this being in addition
to any other remedy to which they may be entitled by law or equity.
(b) The parties further agree that they shall not be permitted or have
the right to terminate or suspend performance of any provision of this
Agreement, it being agreed that all provisions of this Agreement shall continue
and be specifically enforceable in all events and under all circumstances
regardless of any events, occurrences, actions or omissions before or after the
date hereof. In furtherance of the foregoing, the parties agree that they shall
not be permitted to, and shall not, bring any claim seeking to terminate or
suspend performance of any provision of this Agreement or seeking any
determination that any provision of this Agreement (including, without
limitation, this Section 2.5) is invalid, inapplicable or unenforceable.
(c) The Company and Xxxxxx (i) hereby irrevocably submit to the laws of
the State of Delaware for the purposes of any claim arising out of or relating
to this Agreement and agree that, if at any time either believes that it is
entitled, because of a breach of this Agreement, to assert any claim against
the other, it will assert such claim only under the laws of the State of
Delaware and (ii) hereby waive, and agree not to assert in any such claim that
they are not personally subject to the jurisdiction of the laws of the State of
Delaware, that such claim is brought in an inconvenient forum or that the venue
is improper. The Company and Xxxxxx consent to process being served in any such
claim by mailing a copy thereof to the address in effect for notices to the
parties under this Agreement and agree that such service upon receipt shall
constitute good and sufficient service or process and notice thereof. Nothing
in this paragraph shall affect or limit any right to serve process in any other
manner permitted by law.
SECTION 2.6. Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the matters covered hereby and
this Agreement may be amended only by an agreement in writing executed by the
parties hereto.
SECTION 2.7. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be effective (a)
when personally delivered or delivered by telex (with correct answer-back
received) or telecopy on a business day during normal business hours at the
address or number designated below or (b) on the business day following the
date of mailing by overnight courier, fully prepaid, addressed to such address.
4
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as
of the day and year first above written.
Pamrapo Bancorp, Inc.
/s/ Xxxxxxx X. Xxxxxxxx
BY: -----------------------------
Xxxxxxx X. Xxxxxxxx
Chairman of the Board and
Chief Executive Officer
C/O Pamrapo Bancorp, Inc.
000 Xxxxxx X
Xxxxxxx, Xxx Xxxxxx 00000
(000) 000-0000
XXXXXX
/s/ Xxxxx X. Xxxxxx
BY: -----------------------------
Xxxxx X. Xxxxxx
00 Xxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Telephone Number: (000) 000-0000
(000) 000-0000
