TO THE SETTLEMENT AGREEMENT AND MUTUAL RELEASES
Exhibit 10.1
AMENDMENT NO. 2
This AMENDMENT NO. 2 TO THE SETTLEMENT AGREEMENT AND MUTUAL RELEASES ("Amendment No. 2") is made and entered into, as of the date on which it is fully executed, as indicated by the signatures below, by and among the Xxxxxxxx Group (as defined in the Settlement Agreement and Mutual Releases (the "Agreement")), Xxxxxxx X. Xxxxxxxxx, an individual, First Financial Northwest, Inc., a Washington corporation (the "Company"), Xxxxxxx X. Xxxxx, an individual, Xxxx X. Xxxxxxx and Associates, a sole proprietorship registered in New Jersey, and Xxxxxx Xxxxxxx, an individual (collectively, "the parties" and each a "party").
RECITALS
WHEREAS, the parties entered into the Agreement as of December 20, 2012;
WHEREAS, the parties entered into Amendment No. 1 to the Settlement Agreement and Mutual Releases as of January 16, 2013 ("Amendment No. 1"); and
WHEREAS, the parties desire to further modify the Agreement to provide additional time for certain regulatory authorities to approve the appointment of Xxxxx X. Xxxxxxx to the Boards of Directors of the Company, First Savings Bank Northwest, and First Financial Diversified Corporation;
NOW, THEREFORE, in consideration of the mutual promises, representations, covenants and agreements of the parties contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which the parties hereby acknowledge, the parties hereto, intending to be legally bound, agree as follows:
TERMS
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1.
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Effective Date
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In Section 5.1 of the Agreement, both references to "February 15, 2013" (which were changed by Amendment No. 1 to March 1, 2013) are changed to "March 22, 2013."
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2.
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Joint Motion for Extension of Stay
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No later than three court days following the execution of this Amendment No. 2 by all parties, counsel for the parties shall cause to be filed in the Litigation a joint motion to extend the stay of the Litigation, and all proceedings or deadlines therein, until the Effective Date, as modified by this Amendment No. 2, has or has not occurred.
The parties agree that the Joint Press Release attached to this Amendment No. 2 as Exhibit A will be issued upon execution of this Amendment No. 2; and that the Company will file with the U.S. Securities and Exchange Commission ("SEC") a Form 8-K announcing this
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4.
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Miscellaneous
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(a) This Amendment No. 2 and the Agreement (as previously modified by Amendment No. 1) shall be read together, as one document, and together constitute the entire agreement among the parties regarding its subject matter and supersede any prior oral or written agreements among them (other than the Agreement as modified by Amendment No. 1 and this Amendment No. 2) regarding the subject matter contained herein.
(b) Except as specifically provided herein, all terms and conditions of the Agreement (as modified by Amendment No. 1) shall remain in full force and effect, without waiver or modification. In the event of any inconsistencies, the terms of this Amendment No. 2 shall govern.
(c) All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the same meanings as when used in the Agreement (as modified by Amendment No. 1).
(d) To facilitate execution, this Amendment No. 2 may be executed in any number of counterparts (including by facsimile and email/pdf transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same Amendment No. 2 binding on all the parties, notwithstanding that not all parties are signatories to the same counterpart.
(e) This Amendment No. 2 shall be governed and construed in accordance with the laws of the State of Washington, without regard to the conflict of law principles thereof. Should any dispute arise between or among the parties regarding the interpretation or performance of this Amendment No. 2, the parties agree that such dispute shall be resolved in the Superior Court for the State of Washington in King County.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2 as of the last date shown below.
XXXXXX XXXXXXX
/s/Xxxxxx Xxxxxxx
Date: February 25, 2013
By: /s/Xxxxxx Xxxxxxx
[Print Name]Xxxxxx Xxxxxxx
Title: Chief Executive Officer
Date: February 25, 2013
2
XXXXXXX X. XXXXX
/s/Xxxxxxx X. Xxxxx
Date: February 25, 2013
XXXX X. XXXXXXX AND ASSOCIATES
By:/s/Xxxx X. Xxxxxxx
[Print Name]Xxxx X. Xxxxxxx
Title: Chief Executive Officer
Date: February 25, 2013
THE XXXXXXXX GROUP
Xxxxxx Xxxxxxxx;
Xxxxxxxx Value Partners II, L.P.;
Xxxxxxxx Value Partners V, L.P.;
Xxxxxxxx Value Partners VI, L.P.;
Xxxxxxxx Value Partners VII, L.P.;
Xxxxxxxx Partners, L.P.;
Xxxxxxxx Associates, L.P.;
Xxxxxxxx Associates Insurance Fund of the
S.A.L.I. Multi-Series Fund, L.P.;
Xxxxxxxx Value LLC; and
Xxxxxxxx Advisers LLC
By:/s/Xxxxxx Xxxxxxxx
[Print Name] Xxxxxx Xxxxxxxx
Title: Managing Member/General Partner
Date: February 25, 2013
XXXXXXX X. XXXXXXXXX
/s/Xxxxxxx X. Xxxxxxxxx
Date: February 25, 2013
3
Exhibit A
JOINT PRESS RELEASE
**For Immediate Release**
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For more information, contact:
Xxxxxx Xxxxxxx, President and Chief Executive Officer,
(000) 000-0000
For The Xxxxxxxx Group:
Xx. Xxxxx Xxxxxx, (000) 000-0000
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FIRST FINANCIAL NORTHWEST, INC. AND THE XXXXXXXX GROUP ANNOUNCE
AGREEMENT TO EXTEND TIME TO COMPLETE SETTLEMENT
Renton, Washington – February 26, 2013 – First Financial Northwest, Inc. (the "Company") (NASDAQ GS: FFNW) and the Xxxxxxxx Group announced that they have entered into a second amendment to the agreement to settle the litigation in which the Xxxxxxxx Group challenged the counting of votes in a contested director election at the Company's 2012 Annual Meeting of Shareholders.
The settlement agreement, as previously amended, provides, among other things, that Xxxxx X. Xxxxxxx will be seated on the Company's Board of Directors after receiving any required regulatory approvals. The second amendment simply extends the time by which required regulatory approvals for Xx. Xxxxxxx'x appointment must be received. All other terms of the settlement remain the same.
First Financial Northwest, Inc. is the parent company of First Savings Bank Northwest, a Washington chartered stock savings bank headquartered in Renton, Washington, serving the Puget Sound Region through its full-service banking office. The Company is a part of the ABA NASDAQ Community Bank Index. For additional information about the Company, please visit xxx.xxxxx.xxx and click on the "Investor Relations" section.
The Xxxxxxxx Group is a New York-based money management firm which currently owns approximately 9.72% of the Company's outstanding shares of common stock.
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