1
EXHIBIT 10.16
LOCK-UP AGREEMENT
September ___, 1999
U.S. Bancorp Xxxxx Xxxxxxx Inc.
Xxxxx, Xxxxxxxx & Xxxxx, Inc.
c/o U.S. Bancorp Xxxxx Xxxxxxx Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Re: Firstier Bancorp, Inc.
Ladies and Gentlemen:
The undersigned understands that you will act as
representatives for a group of underwriters (the "Underwriters") who propose to
enter into a Purchase Agreement (the "Purchase Agreement") with Firstier
Bancorp, Inc. (the "Company") and certain Selling Stockholders providing for the
public offering (the "Offering") by the Underwriters of Common Stock of the
Company (the "Common Stock") pursuant to the Company's Registration Statement on
Form SB-2 to be filed with the Securities and Exchange Commission.
In consideration of the Underwriters' agreement to purchase
and make the Offering of the Common Stock, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby
agrees, for a period of 180 days after the date of the Purchase Agreement, not
to, without the prior written consent of U.S. Bancorp Xxxxx Xxxxxxx Inc. (which
consent may be withheld in its sole discretion), directly or indirectly, offer
for sale, sell, contract to sell, grant any option for the sale of (including
without limitation any short sale), pledge, transfer, establish an open "put
equivalent position" within the meaning of Rule 16a-1(h) or otherwise dispose of
any shares of Common Stock, options or warrants to acquire shares of Common
Stock or any security or instrument related to such Common Stock, options or
warrants, or publicly announce the undersigned's intention to do any of the
foregoing. Notwithstanding the foregoing, the undersigned may sell or otherwise
transfer shares of Common Stock (i) as a bona fide gift or gifts, provided that
the undersigned provides prior written notice of such gift or gifts to you and
the donee or donees thereof agree to be bound by the restrictions set forth
herein, (ii) as a distribution to stockholders of the undersigned, if any,
provided that the distributee or distributees thereof agree to be bound by the
restrictions set forth herein, or (iii) acquired in the public market on or
after the date of the Purchase Agreement.
Furthermore, the undersigned hereby agrees and consents to the
entry of stop transfer instructions with the Company's transfer agent against
the transfer of securities of the Company held by the undersigned except in
compliance with this Lock-Up Agreement.
2
Page 2
The undersigned recognizes that the Offering will be of
benefit to the undersigned and will benefit the Company by, among other things,
raising additional capital for its operations. The undersigned acknowledges that
the Underwriters are relying on the representations and agreements of the
undersigned contained in this Lock-Up Agreement in carrying out the Offering and
in entering into underwriting arrangements with respect to the Offering. This
Lock-Up Agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives and assigns of the
undersigned. If the Offering does not close by December 31, 1999, this Lock-Up
Agreement shall terminate immediately upon such date and you will release us
from our obligations under this Agreement.
Very truly yours,
Signature:
---------------------------------
Printed Name:
------------------------------
-------------------------------------------
(indicate capacity of person signing if
signing as custodian or trustee or on
behalf of an entity)
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Accepted as of the date
first set forth above:
U.S. BANCORP XXXXX XXXXXXX INC.
By:
--------------------------------
Managing Director
