Exhibit 10.3
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of July 11, 1996, by and between
Washington Federal, Inc. (the "Acquiror"), a Washington corporation, and
certain shareholders of Metropolitan Bancorp (the "Company"), a Washington
corporation, named on Schedule I hereto (collectively the "Stockholders").
WITNESSETH:
WHEREAS, the Acquiror and the Company have entered into an Agreement and
Plan of Merger, dated as of the date hereof (the "Agreement"), which is being
executed simultaneously with the execution of this Stockholder Agreement and
provides for, among other things, the merger of the Company with and into the
Acquiror (the "Merger"); and
WHEREAS, in order to induce the Acquiror to enter into the Agreement,
each of the Stockholders agrees to, among other things, vote in favor of the
Agreement in his or her capacities as stockholders of the Company;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Ownership of Company Common Stock. Each Stockholder represents and
warrants that the Stockholder has or shares the right to vote and dispose of
the number of shares of common stock of the Company, par value $.01 per share
("Company Common Stock"), as set forth opposite such Stockholder's name on
Schedule I hereto.
2. Agreements of the Stockholders. Each Stockholder covenants and agrees
that:
(a) such Stockholder shall, at any meeting of the Company's
stockholders called for the purpose, vote, or cause to be voted, all shares of
Company Common Stock in which such stockholder has the right to vote (whether
owned as of the date hereof or hereafter acquired) in favor of the Agreement
and against any plan or proposal pursuant to which the Company is to be
acquired by or merged with, or pursuant to which the Company proposes to sell
all or substantially all of its assets and liabilities to, any person entity
or group (other than the Acquiror or any subsidiary thereof);
(b) except as otherwise expressly permitted hereby or by the Mortgage
Company Agreement (as defined in the Agreement), such Stockholder shall not,
prior to the meeting of the Company's stockholders referred to in Section 2(a)
hereof or the earlier termination of the Agreement in accordance with its
terms, sell, pledge, transfer or otherwise dispose of the Stockholder's shares
of Company Common Stock; and
(c) such Stockholder shall not in his capacity as a stockholder of
the Company directly or indirectly encourage or solicit or hold discussions or
negotiations with, or provide any information to, any person, entity or group
(other than the Acquiror or an affiliate thereof) concerning any merger, sale
of substantial assets or liabilities not in the ordinary course of business,
sale of shares of capital stock or similar transactions involving the Company
or any subsidiary of the Company (provided that nothing in this letter
agreement shall be deemed to affect the ability of any Stockholder to fulfill
his duties as a director or officer of the Company).
Each Stockholder further agrees that the Company's transfer agent shall
be given an appropriate stop transfer order and shall not be required to
register any attempted transfer of shares of Company Common Stock, unless the
transfer has been effected in compliance with the terms of this letter
agreement.
3. Successors and Assigns. A Stockholder may sell, pledge, transfer or
otherwise dispose of his shares of Company Common Stock, provided that, with
respect to any sale, transfer or disposition which would occur on or before
the meeting of the Company's stockholders referred to in Section 2(a) hereof,
such Stockholder obtains the prior written consent of the Acquiror and that
any acquiror of such Company Common Stock agree in writing to be bound by the
terms of this Stockholder Agreement.
4. Termination. The parties agree and intend that this Stockholder
Agreement be a valid and binding agreement enforceable against the parties
hereto and that damages and other remedies at law for the breach of this
Stockholder Agreement are inadequate. This Stockholder Agreement may be
terminated at any time prior to the consummation of the Merger by mutual
written consent of the parties hereto and shall be automatically terminated in
the event that the Agreement is terminated in accordance with its terms.
5. Notices. Notices may be provided to the Acquiror and the Stockholders
in the manner specified in Section 8.4 of the Agreement, with all notices to
the Stockholders being provided to them at the Company in the manner specified
in such section.
6. Governing Law. This Stockholder Agreement shall be governed by
the laws of the State of Washington without giving effect to the principles of
conflicts of laws thereof.
7. Counterparts. This Stockholder Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same and each
of which shall be deemed an original.
8. Headings and Gender. The Section headings contained herein are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Stockholder Agreement. Use of the masculine gender
herein shall be considered to represent the masculine, feminine or neuter
gender whenever appropriate.
IN WITNESS WHEREOF, the Acquiror, by a duly authorized officer, and each
of the Stockholders have caused this Stockholder Agreement to be executed as
of the day and year first above written.
WASHINGTON FEDERAL INC.
By: /s/ Guy C. Pinkerton
Name: Guy C. Pinkerton
Title: Chairman, President and
Chief Executive Officer
COMPANY STOCKHOLDERS:
/s/ Allen E. Doan
Allen E. Doan
/s/ John F. Clearman
John F. Clearman
/s/ David C. Cortelyou
David C. Cortelyou
/s/ W. Gordon Dowling
W. Gordon Dowling
/s/ John H. Fairchild
John H. Fairchild
/s/ Virgil Fassio
Virgil Fassio
/s/ H. Dennis Halvorson
H. Dennis Halvorson
/s/ Larry O. Hillis
Larry O. Hillis
/s/ John J. Knight
John J. Knight
/s/ Patrick F. Patrick
Patrick F. Patrick
/s/ Michael M. Pete
Michael M. Pete
SCHEDULE I
Name of Stockholder Number of Shares of Company
Common Stock Beneficially Owned
Allen E. Doan 32,720
John F. Clearman 4,100
David C. Cortelyou 3,100
W. Gordon Dowling 104,090
John H. Fairchild 362,637
Virgil Fassio 15,100
H. Dennis Halvorson 8,100
Larry O. Hillis 46,326
John J. Knight 31,160
Patrick F. Patrick 74,225
Michael M. Pete 3,000