Exhibit 99.1
------------
STOCK OPTION AGREEMENT
----------------------
THIS STOCK OPTION AGREEMENT ("Stock Option Agreement") dated November
18, 1997, is by and between HERITAGE BANCORP, INC., a Pennsylvania corporation
("Heritage") and BCB FINANCIAL SERVICES CORPORATION, a Pennsylvania corporation
("BCB").
BACKGROUND
----------
1. Heritage and BCB desire to enter into an Agreement and Plan of
Consolidation, dated November 18, 1997 (the "Agreement"), providing, among other
things, for the creation by Heritage and BCB of a bank holding company which
will issue shares of its common stock to the shareholders of Heritage and BCB
(the "Consolidation").
2. As a condition to Heritage to enter into the Agreement, BCB is
granting to Heritage an option to purchase up to that number of shares of common
stock, par value $2.50 per share (the "Common Stock") of BCB as shall equal
19.9% of shares of Common Stock of BCB issued and outstanding as of the date
hereof, on the terms and conditions hereinafter set forth.
AGREEMENT
---------
In consideration of the foregoing and the mutual covenants and
agreements set forth herein, Heritage and BCB, intending to be legally bound
hereby, agree:
1. Grant of Option. BCB hereby grants to Heritage, on the terms and
---------------
conditions set forth herein, the option to purchase (the "Option") up to 690,516
shares of Common Stock of BCB (as adjusted as set forth herein, the "Option
Shares") at a price per share (as adjusted as set forth herein, the "Option
Price") equal to $22.375, provided, however, that in no event shall the number
of Option Shares for which the Option is exercisable exceed 19.9% of the issued
and outstanding shares of BCB Common Stock without giving effect to any shares
subject to or issued pursuant to the Option.
2. Exercise of Option.
------------------
(a) Provided that (i) Heritage shall not be, on the date of
exercise, in material breach of the agreements or covenants contained in the
Agreement, this Stock Option Agreement or the reciprocal Stock Option Agreement
by and between BCB and Heritage, and (ii) no preliminary or permanent injunction
or other order against the delivery of shares covered by the Option issued by
any court of competent jurisdiction in the United States shall be in effect on
the date of exercise, upon or after the occurrence of a Triggering Event (as
such term is hereinafter
1
defined) Heritage may exercise the Option, in whole or in part, at any time or
one or more times, from time to time; provided that the Option shall terminate
and be of no further force and effect upon the earliest to occur of (A) the
Effective Date of the Consolidation, as provided in the Agreement, (B)
termination of the Agreement in accordance with the terms thereof prior to the
occurrence of a Triggering Event or a Preliminary Triggering Event, other than a
termination of the Agreement pursuant to Section 6.01(d), unless in the case of
termination by BCB pursuant to Section 6.01(d), such termination is as a result
of a willful breach of the Agreement by Heritage (a termination pursuant to
Section 6.01(d), except a termination by BCB as a result of a willful breach by
Heritage, being referred to herein as a "Default Termination"), (C) 18 months
after the termination of the Agreement by Heritage or BCB pursuant to a Default
Termination, and (D) 18 months after termination of the Agreement (other than
pursuant to a Default Termination) following the occurrence of a Triggering
Event or a Preliminary Triggering Event; and provided, further, that any
purchase of shares upon exercise of the Option shall be subject to compliance
with applicable securities and banking laws. The rights set forth in Section 3
hereof shall terminate when the right to exercise the Option terminates (other
than as a result of a complete exercise of the Option) as set forth above.
(b) As used herein, the term "Triggering Event" means the occurrence
of any of the following events:
(i) a person or group (as such terms are defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder), other than Heritage or an affiliate of
Heritage, acquires beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of 25% or more of the then outstanding shares of
Common Stock (excluding any shares eligible to be reported on Schedule 13G
of the Securities and Exchange Commission); or
(ii) a person or group, other than Heritage or an affiliate of
Heritage, enters into an agreement or letter of intent or memorandum of
understanding with BCB or BCB shall have authorized, recommended or
publicly proposed, or publicly announced an intention to authorize,
recommend or propose, such an agreement or letter of intent or memorandum
of understanding, pursuant to which such person or group or any affiliate
of such person or group would (i) merge or consolidate, or enter into any
similar transaction, with BCB, (ii) acquire all or substantially all of the
assets or liabilities of BCB or all or substantially all of the assets or
liabilities of Berks County Bank (or any successor subsidiary), the wholly-
owned subsidiary of BCB ("BCB Bank"), or (iii) acquire beneficial ownership
of securities representing, or the right to acquire beneficial ownership or
to vote securities representing, 25% or more of
2
the then outstanding shares of Common Stock (excluding any shares eligible
to be reported on Schedule 13G of the Securities and Exchange Commission)
or the then outstanding shares of common stock of BCB Bank.
(c) As used herein, the term "Preliminary Triggering Event" means the
occurrence of any of the following events:
(i) a person or group (as such terms are defined in the Exchange
Act and the rules and regulations thereunder), other than Heritage or an
affiliate of Heritage, acquires beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of 10% or more of the then outstanding
shares of Common Stock (excluding any shares eligible to be reported on
Schedule 13G of the Securities and Exchange Commission);
(ii) a person or group, other than Heritage or an affiliate of
Heritage, publicly announces a bona fide proposal (including a written
communication that is or becomes the subject of public disclosure) for (i)
any merger, consolidation or acquisition of all or substantially all the
assets or liabilities of BCB or all or substantially all the assets or
liabilities of BCB Bank, or any other business combination involving BCB or
BCB Bank, or (ii) a transaction involving the transfer of beneficial
ownership of securities representing, or the right to acquire beneficial
ownership or to vote securities representing, 10% or more of the then
outstanding shares of Common Stock or the then outstanding shares of Common
Stock of BCB Bank (collectively, a "Proposal"), and thereafter, if such
Proposal has not been Publicly Withdrawn (as such term is hereinafter
defined) at least 30 days prior to the meeting of shareholders of BCB
called to vote on the Consolidation, BCB's shareholders fail to approve the
Consolidation by the vote required by applicable law at the meeting of
shareholders called for such purpose or such meeting has been cancelled; or
(iii) the Board of Directors of BCB shall (A) exercise the right
granted to it in clause (i) of the second sentence of Section 4.06 of the
Agreement, (B) fail to recommend the Consolidation, (C) recommend an
Acquisition Transaction or (D) have withdrawn or modified in a manner
adverse to Heritage the recommendation of the Board of Directors of BCB
with respect to the Agreement and thereafter BCB's shareholders fail to
approve the Consolidation by the vote required by law at the meeting of
shareholders called for such purpose or such meeting is not scheduled or is
cancelled without the written consent of Heritage; or
3
(iv) a person or group, other than Heritage or an affiliate of
Heritage, makes a bona fide Proposal and thereafter, but before such
Proposal has been Publicly Withdrawn, BCB shall have breached any
representation, warranty, covenant or obligation contained in the Agreement
and such breach would entitle Heritage to terminate the Agreement under
Section 6.01(d) thereof (without regard to the cure period provided for
therein unless such cure is promptly effected without jeopardizing
consummation of the Consolidation pursuant to the Agreement).
If more than one of the transactions giving rise to a Triggering Event or a
Preliminary Triggering Event under this Section 2 is undertaken or effected,
then all such transactions shall give rise only to one Triggering Event or
Preliminary Triggering Event, as applicable, which Triggering Event or
Preliminary Triggering Event shall be deemed continuing for all purposes
hereunder until all such transactions are abandoned.
"Publicly Withdrawn" for purposes of this Section 2 shall mean an
unconditional bona fide withdrawal of the Proposal coupled with a public
announcement of no further interest in pursuing such Proposal or in acquiring
any controlling influence over BCB or in soliciting or inducing any other person
(other than Heritage or an affiliate of Heritage) to do so.
Notwithstanding the foregoing, the obligation of BCB to issue Option
Shares upon exercise of the Option shall be deferred (but shall not terminate):
(i) until the receipt of all required governmental or regulatory approvals or
consents necessary for BCB to issue the Option Shares or Heritage to exercise
the Option, or until the expiration or termination of any waiting period
required by law, or (ii) so long as any injunction or other order, decree or
ruling issued by any federal or state court of competent jurisdiction is in
effect which prohibits the sale or delivery of the Option Shares, and, in each
case, notwithstanding any provision to the contrary set forth herein, the Option
shall not expire or otherwise terminate with respect to the Option Shares
subject to any prior exercise.
BCB shall notify Heritage promptly in writing of the occurrence of any
Triggering Event known to it, it being understood that the giving of such notice
by BCB shall not be a condition to the right of Heritage to exercise the Option.
BCB will not take any action which would have the effect of preventing or
disabling BCB from delivering the Option Shares to Heritage upon exercise of the
Option or otherwise performing its obligations under this Stock Option
Agreement, except to the extent required by applicable securities and banking
laws and regulations. In the event Heritage wishes to exercise the Option,
Heritage shall send a written notice to BCB (the date of which is hereinafter
referred to as the "Notice Date") specifying the total number of Option Shares
it wishes to purchase and a place and date between two and ten business days
inclusive from
4
the Notice Date for the closing of such a purchase (a "Closing"); provided,
however, that a Closing shall not occur prior to two days after the later of
receipt of any necessary regulatory approvals or the expiration of any legally
required notice or waiting period, if any.
3. Repurchase of Option by BCB.
---------------------------
(a) Subject to the last sentence of Section 2(a), at the request of
Heritage at any time commencing upon the first occurrence of a Repurchase Event
(as defined in Section 3(d)) and ending 18 months immediately thereafter, BCB
shall repurchase from Heritage (x) the Option and (y) all shares of Common Stock
purchased by Heritage pursuant hereto with respect to which Heritage then has
beneficial ownership. The date on which Heritage exercises its rights under
this Section 3 is referred to as the "Request Date." Such repurchase shall be
at an aggregate price (the "Section 3 Repurchase Consideration") equal to the
sum of:
(i) the aggregate Purchase Price paid by Heritage for any shares
of Common Stock acquired pursuant to the Option with respect to which
Heritage then has beneficial ownership;
(ii) the excess, if any, of (x) the Applicable Price (as defined
below) for each share of Common Stock over (y) the Option Price (subject to
adjustment pursuant to Section 6), multiplied by the number of shares of
Common Stock with respect to which the Option has not been exercised; and
(iii) the excess, if any, of the Applicable Price over the
Option Price (subject to adjustment pursuant to Section 6) paid (or, in the
case of Option Shares with respect to which the Option has been exercised,
but the Closing has not occurred, payable) by Heritage for each share of
Common Stock with respect to which the Option has been exercised and with
respect to which Heritage then has beneficial ownership, multiplied by the
number of such shares.
(b) If Heritage exercises it rights under this Section 3, BCB shall,
within ten (10) business days after the Request Date, pay the Section 3
Repurchase Consideration to Heritage in immediately available funds, and
contemporaneously with such payment, Heritage shall surrender to BCB the Option
and the certificate evidencing the shares of Common Stock purchased thereunder
with respect to which Heritage then has beneficial ownership, and Heritage shall
warrant that it has sole record and beneficial ownership of such shares, and
that the same are then free and clear of all liens, claims, charges and
encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the
extent that prior notification to or approval of any banking
5
agency or department of any federal or state government, including without
limitation the FRB, the OCC, the FDIC, or the respective staffs thereof (the
"Regulatory Authority"), is required in connection with the payment of all or
any portion of the Section 3 Repurchase Consideration, Heritage shall have the
ongoing option to revoke its request for repurchase pursuant to Section 3, in
whole or in part, or to require that BCB deliver from time to time that portion
of the Section 3 Repurchase Consideration that it is not then so prohibited from
paying and promptly file the required notice or application for approval and
expeditiously process the same (and each party shall cooperate with the other in
the filing of any such notice or application and the obtaining of any such
approval), in which case the ten (10) business day period of time that would
otherwise run pursuant to the preceding sentence for the payment of the portion
of the Section 3 Repurchase Consideration shall run instead from the date on
which, as the case may be, any required notification period has expired or been
terminated or such approval has been obtained and, in either event, any
requisite waiting period shall have passed. If any Regulatory Authority
disapproves of any part of BCB's proposed repurchase pursuant to this Section 3,
BCB shall promptly give notice of such fact to Heritage. If any Regulatory
Authority prohibits the repurchase pursuant to this Section 3, BCB shall
promptly give notice of such fact to Heritage. If any Regulatory Authority
prohibits the repurchase in part but not in whole, then Heritage shall have the
right (i) to revoke the repurchase request or (ii) to the extent permitted by
such Regulatory Authority, determine whether the repurchase should apply to the
Option and/or Option Shares and to what extent to each, and Heritage shall
thereupon have the right to exercise the Option as to the number of Option
Shares for which the Option was exercisable at the Request Date less the sum of
the number of shares covered by the Option in respect of which payment has been
made pursuant to Section 3(a)(ii) and the number of shares covered by the
portion of the Option (if any) that has been repurchased. Heritage shall notify
BCB of its determination under the preceding sentence within five (5) business
days of receipt of notice of disapproval of the repurchase.
(c) For purposes of this Agreement, the "Applicable Price" means the
highest of (i) the highest price per share of Common Stock paid for any such
share by the person or groups described in Section 3(d)(i), (ii) the price per
share of Common Stock received by a holder of Common Stock in connection with
any merger or other business combination transaction described in Section
3(d)(ii), (iii) or (iv), or (iii) the highest closing sales price per share of
Common Stock quoted on the Nasdaq Stock Market during the 40 business days
preceding the Request Date; provided, however, that in the event of a sale of
less than all of BCB's assets, the Applicable Price shall be the sum of the
price paid in such sale for such assets and the current market value of the
remaining assets of BCB as determined by a nationally-recognized investment
banking firm selected by Heritage, divided by the number of shares of Common
Stock
6
outstanding at the time of such sale. If the consideration to be offered, paid
or received pursuant to either of the foregoing clauses (i) or (ii) shall be
other than in cash, the value of such consideration shall be determined in good
faith by an independent nationally-recognized investment banking firm selected
by Heritage and reasonably acceptable to BCB, which determination shall be
conclusive for all purposes of this Agreement.
(d) As used herein, a Repurchase Event shall occur if (i) any person
or group (as such terms are defined in the Exchange Act and the rules and
regulations thereunder), other than Heritage or an affiliate of Heritage,
acquires beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of, or the right to acquire beneficial ownership of, 25% or more
of the then-outstanding shares of Common Stock, (ii) BCB shall have merged or
consolidated with any person, other than Heritage or an affiliate of Heritage,
and shall not be the surviving or continuing corporation of such merger or
consolidation, (iii) any person, other than Heritage or an affiliate of
Heritage, shall have merged into BCB and BCB shall be the surviving corporation,
but, in connection with such merger, the then-outstanding shares of Common Stock
have been changed into or exchanged for stock or other securities of BCB or any
other person or cash or any other property or the outstanding shares of Common
Stock immediately prior to such merger shall after such merger represent less
than 50% of the outstanding shares and share equivalents of the surviving
corporation or (iv) BCB shall have sold or otherwise transferred more than 25%
of its consolidated assets to any person, other than Heritage or an affiliate of
Heritage.
4. Payment and Delivery of Certificates. At any Closing hereunder,
------------------------------------
(a) Heritage will make payment to BCB of the aggregate price for the Option
Shares so purchased by wire transfer of immediately available funds to an
account designated by BCB, (b) BCB will deliver to Heritage a stock certificate
or certificates representing the number of Option Shares so purchased,
registered in the name of Heritage or its designee, in such denominations as
were specified by Heritage in its notice of exercise, and (c) Heritage will pay
any transfer or other taxes required by reason of the issuance of the Option
Shares so purchased.
A legend will be placed on each stock certificate evidencing Option
Shares issued pursuant to this Stock Option Agreement, which legend will read
substantially as follows:
"The shares of stock evidenced by this certificate have not been
the subject of a registration statement filed under the Securities Act of
1933, as amended (the "Act"), and declared effective by the Securities and
Exchange Commission. These shares may not be sold, transferred or
otherwise disposed of prior
7
to such time unless BCB Financial Services Corporation receives an opinion
of counsel acceptable to it stating that an exemption from the registration
provisions of the Act is available for such transfer."
5. Registration Rights. Upon or after the occurrence of a
-------------------
Triggering Event and upon receipt of a written request from Heritage, BCB shall
prepare and file as soon as practicable a registration statement under the
Securities Act of 1933 (the "Securities Act") with the Securities and Exchange
Commission covering the Option and such number of Option Shares as Heritage
shall specify in its request, and BCB shall use its best efforts to cause such
registration statement to be declared effective in order to permit the sale or
other disposition of the Option and the Option Shares, provided that Heritage
shall in no event have the right to have more than one such registration
statement become effective, and provided further that BCB shall not be required
to prepare and file any such registration statement in connection with any
proposed sale with respect to which counsel to BCB delivers to BCB and to
Heritage its opinion to the effect that no such filing is required under
applicable laws and regulations with respect to such sale or disposition;
provided further, however, that BCB may delay any registration of Option Shares
above for a period not exceeding 90 days in the event that BCB shall in good
faith determine that any such registration would adversely affect an offering or
contemplated offering of securities by BCB. Heritage shall provide all
information reasonably requested by BCB for inclusion in any registration
statement to be filed hereunder. In connection with such filing, BCB shall use
its reasonable best efforts to cause to be delivered to Heritage such
certificates, opinions, accountant's letters and other documents as Heritage
shall reasonably request and as are customarily provided in connection with
registration of securities under the Securities Act. BCB shall provide to
Heritage such number of copies of the preliminary prospectus and final
prospectus and any amendments and supplements thereto as Heritage may reasonably
request.
All reasonable expenses incurred by BCB in complying with the
provisions of this Section 5, including, without limitation, all registration
and filing fees, reasonable printing expenses, reasonable fees and disbursements
of counsel for BCB and blue sky fees and expenses, shall be paid by BCB.
Underwriting discounts and commissions to brokers and dealers relating to the
Option Shares, fees and disbursements of counsel to Heritage and any other
expenses incurred by Heritage in connection with such filing shall be borne by
Heritage. In connection with such filing, BCB shall indemnify and hold harmless
Heritage against any losses, claims, damages or liabilities, joint or several,
to which Heritage may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any preliminary or final registration statement
8
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
BCB will reimburse Heritage for any legal or other expense reasonably incurred
by Heritage in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that BCB will not be liable in
any case to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in such preliminary or final registration statement or
such amendment or supplement thereto in reliance upon and in conformity with
written information furnished by or on behalf of Heritage specifically for use
in the preparation thereof. Heritage will indemnify and hold harmless BCB to
the same extent as set forth in the immediately preceding sentence but only with
reference to written information furnished by or on behalf of Heritage for use
in the preparation of such preliminary or final registration statement or such
amendment or supplement thereto; and Heritage will reimburse BCB for any legal
or other expense reasonably incurred by BCB in connection with investigating or
defending any such loss, claim, damage, liability or action. Notwithstanding
anything to the contrary contained herein, no indemnifying party shall be liable
for any settlement effected without its prior written consent.
6. Adjustment Upon Changes in Capitalization. In the event of any
-----------------------------------------
change in the Common Stock by reason of stock dividends, split-ups,
recapitalizations, combinations, conversions, divisions, exchanges of shares or
the like, then the number and kind of Option Shares and the Option Price shall
be appropriately adjusted.
7. Filings and Consents. Each of Heritage and BCB will use its
--------------------
reasonable best efforts to make all filings with, and to obtain consents of, all
third parties and governmental authorities necessary to the consummation of the
transactions contemplated by this Stock Option Agreement. Within 10 days from
the date hereof, Heritage shall file a report of beneficial ownership on Form
13D with the Securities and Exchange Commission under the Exchange Act which
discloses the rights of Heritage hereunder.
8. Representations and Warranties of BCB. BCB hereby represents and
-------------------------------------
warrants to Heritage as follows:
(a) Due Authorization. BCB has full corporate power and
-----------------
authority to execute, deliver and perform this Stock Option Agreement and all
corporate action necessary for execution, delivery and performance of this Stock
Option Agreement has been duly taken by BCB. This Stock Option Agreement
constitutes a legal, valid and binding obligation of BCB, enforceable against
BCB in accordance with its terms (except as may be limited by applicable
bankruptcy, insolvency,
9
reorganization, moratorium, fraudulent transfer and similar laws of general
applicability relating to or affecting creditors' rights or by general equity
principles).
(b) Authorized Shares. BCB has taken all necessary corporate
-----------------
action to authorize and reserve for issuance all shares of Common Stock that may
be issued pursuant to any exercise of the Option.
9. Representations and Warranties of Heritage. Heritage hereby
------------------------------------------
represents and warrants to BCB that Heritage has full corporate power and
authority to execute, deliver and perform this Stock Option Agreement and all
corporate action necessary for execution, delivery and performance of this Stock
Option Agreement has been duly taken by Heritage. This Stock Option Agreement
constitutes a legal, valid and binding obligation of Heritage, enforceable
against Heritage in accordance with its terms (except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and similar laws of general applicability relating to or affecting
creditors' rights or by general equity principles).
10. Specific Performance. The parties hereto acknowledge that
--------------------
damages would be an inadequate remedy for a breach of this Stock Option
Agreement and that the obligations of the parties hereto shall be specifically
enforceable.
11. Entire Agreement. This Stock Option Agreement and the Agreement
----------------
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, among the parties or any of them with respect to the subject
matter hereof.
12. Assignment or Transfer. Heritage may not sell, assign or
----------------------
otherwise transfer its rights and obligations hereunder, in whole or in part, to
any person or group of persons other than to a subsidiary of Heritage. Heritage
represents that it is acquiring the Option for Heritage's own account and not
with a view to, or for sale in connection with, any distribution of the Option
or the Option Shares. Heritage is aware that neither the Option nor the Option
Shares is the subject of a registration statement filed with, and declared
effective by, the Securities and Exchange Commission pursuant to Section 5 of
the Securities Act, but instead each is being offered in reliance upon the
exemption from the registration requirement provided by Section 4(2) thereof and
the representations and warranties made by Heritage in connection therewith.
13. Amendment of Stock Option Agreement. By mutual consent of the
-----------------------------------
parties hereto, this Stock Option Agreement may be amended in writing at any
time, for the purpose of facilitating performance hereunder or to comply with
any applicable regulation
10
of any governmental authority or any applicable order of any court or for any
other purpose.
14. Validity. The invalidity or unenforceability of any provision of
--------
this Stock Option Agreement shall not affect the validity or enforceability of
any other provisions of this Stock Option Agreement, which shall remain in full
force and effect.
15. Notices. All notices, requests, consents and other
-------
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered personally, by telegram or
telecopy, or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties as follows:
(i) If to Heritage, to:
Heritage Bancorp, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, President
and Chief Executive Officer
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxx & Sinon LLP
Xxx Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esquire
Telecopy No.: (000) 000-0000
(ii) If to BCB, to:
BCB Financial Services Corporation
The Madison Building
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
and Chief Executive Officer
Telecopy No.: (000) 000-0000
11
with copies to:
Xxxxxxx & Xxx
One Glenhardie Corporate Center
Suite 202
0000 Xxxxxxxx Xxxx
X.X. Xxx 000
Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Esquire
Telecopy No.: (000) 000-0000
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).
16. Governing Law. This Stock Option Agreement shall be governed by
-------------
and construed in accordance with the domestic internal law (but not the law of
conflicts of law) of the Commonwealth of Pennsylvania.
17. Captions. The captions in this Stock Option Agreement are
--------
inserted for convenience and reference purposes, and shall not limit or
otherwise affect any of the terms or provisions hereof.
18. Waivers and Extensions. The parties hereto may, by mutual
----------------------
written consent, extend the time for performance of any of the obligations or
acts of either party hereto. Each party may waive in writing (i) compliance
with any of the covenants of the other party contained in this Stock Option
Agreement and/or (ii) the other party's performance of any of its obligations
set forth in this Stock Option Agreement.
19. Parties in Interest. This Stock Option Agreement shall be
-------------------
binding upon and inure solely to the benefit of each party hereto, and, nothing
in this Stock Option Agreement, express or implied, is intended to confer upon
any other person any rights or remedies of any nature whatsoever under or by
reason of this Stock Option Agreement.
20. Counterparts. This Stock Option Agreement may be executed in two
------------
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same agreement.
21. Expenses. Except as otherwise provided herein, all costs and
--------
expenses incurred by the parties hereto in connection with the transactions
contemplated by this Stock Option Agreement or the Option shall be paid by the
party incurring such cost or expense.
12
22. Defined Terms. Capitalized terms which are used but not defined
-------------
herein shall have the meanings ascribed to such terms in the Agreement.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to
resolutions adopted by its Board of Directors, has caused this Stock Option
Agreement to be executed by its duly authorized officer as of the day and year
first above written.
HERITAGE BANCORP, INC.
By
---------------------------------
Xxxxx X. Xxxxxx,
President and Chief
Executive Officer
BCB FINANCIAL SERVICES CORPORATION
By
---------------------------------
Xxxxxx X. Xxxxxx,
Chairman, President and Chief
Executive Officer
13
