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EXHIBIT 10.19
November 27, 1996
Mrs. Xxxx Xxxxx X. Xxxxxx
Xxx. Xxxxx X. XxXxxxx
Xx. Xxxxxx X. Xxxxxxx, Xx.
000 Xxxxxxxx Xxxx Xxxxxxxx
Xxxxx, Xxxxxxxx 00000
Dear Xxxx Xxxxx, Xxxxx and Don:
This letter agreement follows several conversations between Don and me,
and confirms the agreements which we have reached concerning the shareholder
interests in Fentura Bancorp, Inc. of the Xxxxxxx Family. When I refer to the
"Xxxxxxx Family Members" in this letter, I mean you three and the following
persons:
Xxxxxx X. Xxxxxx Xxxx X. Xxxxxxx
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxx
Xxxxxx X. Xxxxxxx, III Xxxxxxx X. Xxx
As part of an overall strategy intended to increase the number of shares
available to Fentura's common shareholders, enhance the liquidity of the market
for Fentura's shares, and facilitate an increase in the equity ownership stakes
of management and the directors, Fentura recently adopted several stock-based
plans. These plans include a dividend reinvestment plan (the "DRIP") whereby
shareholders may use cash dividends to automatically purchase shares of stock
directly from Fentura. The primary purpose of the DRIP is to make shares
available for purchase by "smaller" shareholders. For that reason,
participation is limited to persons who hold less than 9.9% of Fentura's total
outstanding shares.
After discussing the practical intentions and effects of all the stock
plans, and particularly the DRIP, you three have agreed to not participate in
the DRIP and to waive any rights you may have to object to the DRIP, in
exchange for the purchase rights set forth below.
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Xx. Xxxxxx X. Xxxxxxx, Xx.
November 27, 1996
Page 2
On or prior to January 31 of each year following a year in which the DRIP
was in operation, Fentura will advise you, in a written notice sent to Don (the
"Option Notice"), of the number of Fentura shares sold under the DRIP to all
shareholders who are not Xxxxxxx Family Members (the "DRIP Shares") in the
immediately preceding year (the "DRIP Year"). Each of you will have the option
(each separate option is a "Xxxxxxx Family Member Option"), if you choose, to
purchase from Fentura one-third of the total number of Fentura shares that would
be sufficient to prevent the dilution to all Xxxxxxx Family Members as a group
that would otherwise result solely as a result of the DRIP Shares. The total
number of shares for the three Xxxxxxx Family Member Options will be determined
by comparing the number of shares held by all Xxxxxxx Family Members on January
1 of the DRIP Year, reduced by any shares disposed of by the Xxxxxxx Family
Members during the DRIP Year and increased by any shares acquired by the Xxxxxxx
Family Members during the DRIP Year, to (a) the total number of outstanding
Fentura shares on January 1 of the DRIP Year, and (b) the total number of
outstanding Fentura shares on January 1 of the DRIP Year plus DRIP Shares sold
during the DRIP Year; this total will be reduced by the number of shares
purchased through the DRIP by Xxxxxxx Family Members. The Option Notice will
specify the number of shares which each of you may purchase and the applicable
purchase price. Each Xxxxxxx Family Member Option shall be exercised in whole
only, and only by delivery of a written exercise notice (an "Option Exercise
Notice") from you (if you wish to exercise your option) to Fentura on or prior
to February 28 of the same year. If not exercised, a Xxxxxxx Family Member
Option will expire at the close of business on February 28 of the applicable
year. If any of you three do not wish to exercise your option, you may assign
your option to the other two. The form of Option Exercise Notice required will
be included with the Option Notice. Each of you will be entitled to make your
own independent decision whether or not to exercise your particular Xxxxxxx
Family Member Option.
The purchase price under the Xxxxxxx Family Member Options will be the
"Fair Market Value" of shares of Fentura Common Stock as of December 31 of the
year immediately preceding the year in which the Option Notice is given,
determined by the Fentura Board in accordance with the procedures set forth in
the DRIP. Payment in full for the option price must be included with the Option
Exercise Notice. Fentura will issue and deliver certificates for purchased
shares as soon as practicable after receipt of a properly submitted Option
Exercise Notice. These certificates may bear such restrictive and other
informational legends as may be required by applicable laws.
You and the other Xxxxxxx Family Members will continue to be free to sell
or otherwise dispose of your shares at any time, in accordance with applicable
laws, free of any obligations and rights under this letter agreement.
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Xx. Xxxxxx X. Xxxxxxx, Xx.
November 27, 1996
Page 3
Option rights hereunder are personal to each of you, and are not transferable or
assignable except to each other among you three. If and to the extent that any
of you three acquires or disposes of any shares, option rights hereunder will be
appropriately adjusted.
Shares will be sold under this letter agreement without registration under
the Securities Act of 1933 and applicable state securities registration or "blue
sky" laws, and will be "restricted securities" within the meaning of Rule 144
promulgated by the U.S. Securities and Exchange Commission. This means, among
other things, that shares so acquired may not generally be transferred for at
least two years after acquisition. The Option Notice and Option Exercise Notice
may contain and/or require information or representations necessary to ensure
compliance with applicable securities registration exemption rules. If and to
the extent that Fentura is prohibited by law from issuing or selling shares to
any of you, Fentura's obligations to you hereunder will be suspended until and
unless the sale may legally be made. You will be solely responsible for
ensuring that any and all requirements imposed on you in respect of the sales
hereunder are satisfied, including for example any required bank regulatory
approvals, and Fentura may require proof of such compliance as a condition to
completing a sale hereunder.
The annual Option Notice to the three of you as a group will be sent only
to Don (as representative of the group) at his address as set forth at the
beginning of this letter. You may change Don's address for purposes of the
Option Notices at any time by notifying Fentura in writing.
This letter agreement will remain in effect as long as any of you three
holds Fentura shares and the DRIP remains in effect. Fentura reserves the right
to modify or amend the DRIP at any time and in any respect, including
particularly the right to terminate the DRIP at any time.
In exchange for the option rights set forth in this letter agreement, each
of you three, for him/herself and on behalf of his/her respective successors and
assigns, hereby releases Fentura and its subsidiaries, and their respective
officers, directors, employees, agents, attorneys and other representatives, of
and from any claims or liabilities whatever they may have to the releasing
parties relating to or arising in relation to the DRIP.
We ask that each of you confirms the agreement among Fentura and you three
by countersigning a copy of this letter agreement. This letter agreement may be
executed in several counterparts, without every party signing the same actual
document, but all signed copies together shall constitute one agreement.
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Xx. Xxxxxx X. Xxxxxxx, Xx.
November 27, 1996
Page 4
Very truly yours,
FENTURA BANCORP, INC.
/s/Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Chairman of the Board of Directors
Each person signing below, for him/herself only (a) agrees to be a party to
the foregoing letter agreement, and (b) confirms that he/she is the record
and/or beneficial owner of the number of shares indicated by his/her signature.
If the shares owned by the undersigned are held in "street name," through a
trust, or in a similar fashion whereby the undersigned is not the record owner,
the undersigned must arrange for the shares to be re-registered in his/her name
of record.
/s/Xxxxxx X. Xxxxxxx, Xx. /s/ Xxxx Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxx, Xx. Xxxx Xxxxx X. Xxxxxx
Number of Shares: 73,425 Number of Shares: 37,818
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/s/Xxxxx X. XxXxxxx
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Xxxxx X. XxXxxxx
Number of Shares:37,825
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