EXHIBIT 10.3
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of the 2nd day
of November, 1995, by and between the undersigned, _______________________, a
resident of ___________, Georgia, and Newnan Holdings, Inc. a corporation
organized and existing under the laws of the State of Georgia ("Holdings").
On even date herewith, Holdings and Southside Financial Group, Inc., a
corporation organized and existing under the laws of the State of Georgia
("Southside"), have entered into an Agreement and Plan of Merger (the "Merger
Agreement"). The Merger Agreement generally provides for the merger of
Southside into Holdings (the "Merger") and the conversion of the issued and
outstanding shares of the $10.00 par value common stock of Southside
("Southside Common Stock") into cash or shares of the $1.00 par value common
stock of Holdings, the receipt of certain regulatory approvals, and the
satisfaction of other conditions.
The undersigned is a member of the Board of Directors of Southside and
is the owner of ________ shares of Southside Common Stock and, if any, has
rights by option or otherwise to acquire _______________ additional shares of
Southside Common Stock ("Shares"). In order to induce Holdings to enter into
the Merger Agreement, the undersigned is entering into this Agreement with
Holdings to set forth certain terms and conditions governing the actions to
be taken by the undersigned with respect to the Shares until consummation of
the Merger.
NOW, THEREFORE, in consideration of the transactions contemplated by the
Merger Agreement and the mutual promises and covenants contained herein, the
parties agree as follows:
1. Without the written prior consent of Holdings, which consent shall
not be unreasonably withheld, the undersigned shall not transfer, sell,
assign, convey, or encumber any of the Shares during the term of this
Agreement except to Holdings pursuant to the terms of the Merger
Agreement. Without limiting the generality of the foregoing, the undersigned
shall not grant to any party any option or right to purchase the Shares or
any interest therein. Further, except with respect to the Merger, the
undersigned shall not, during the term of this Agreement, approve or ratify
any agreement or contract pursuant to which the Shares would be transferred
to any other party as a result of a consolidation, merger, share exchange, or
acquisition.
2. The undersigned intends to, and will, vote (or cause to be voted)
all of the Shares beneficially owned by him in favor of the Merger Agreement
and the Merger at any meeting of shareholders of Southside called to vote on
the Merger Agreement or the Merger or the adjournment thereof or in any other
circumstance upon which a vote, consent, or other approval with respect to
the Merger Agreement or the Merger is sought. Further, the undersigned
intends to, and will, surrender the certificate or certificates representing
the undersigned's Shares which are beneficially owned by him to Holdings upon
consummation of the Merger as described in the Merger Agreement.
3. Except as otherwise provided in this Agreement, at any meeting of
shareholders of Southside or at any adjournment thereof or any other
circumstances upon which their vote, consent, or other approval is sought,
the undersigned will vote (or cause to be voted) all of the Shares
beneficially owned by the undersigned (i) against any merger agreement, share
exchange, or merger
(other than the Merger Agreement and the Merger), consolidation, combination,
sale of substantial assets, merger, recapitalization, dissolution,
liquidation, or winding-up of or by Southside or (ii) any amendment of
Southside's Articles of Incorporation or Bylaws or other proposal or
transaction involving Southside or any of its subsidiaries, which amendment
or other proposal or transaction would in any manner impede, frustrate,
prevent, or nullify the Merger, the Merger Agreement, or any of the other
transactions contemplated thereby.
4. The undersigned covenants and agrees with Holdings that for a
period of three years after the effective time of the Merger, or one year
following the date of the undersigned's termination of his status as a
Director of Citizens, whichever is later, the undersigned shall not, without
the prior written consent of Holdings directly or indirectly serve as a
consultant to, serve as a management official of, or be or become a major
shareholder of any financial institution having its principal office in
Fayette County or any county adjacent to Fayette County. It is expressly
understood that the covenants contained in this paragraph 4 do not apply to
(i) securities holdings which cause the undersigned to be deemed a
shareholder of a financial institution other than Southside as of the date of
this Agreement, or (ii) advisory relationships with a financial institution
which the undersigned has as of the date of this Agreement or may have after
the date hereof solely in the capacity as legal counsel or certified public
accountant. For the purposes of the covenants contained in this paragraph 4,
the following terms shall have the following respective meanings:
(a) The term "management official" shall refer to service of any
type which gives the undersigned the authority to participate,
directly or indirectly, in policy-making functions of the
financial institution. This includes, but is not limited to,
service as an organizer, officer, director, or advisory
director of the financial institution. It is expressly
understood that the undersigned may be deemed a management
official of the financial institution whether or not he holds
any official, elected, or appointed position with such
financial institution.
(b) The term "financial institution" shall refer to any bank, bank
holding company, savings and loan association, savings and
loan holding company, banking-related company, or any other
similar financial institution which engages in the business of
accepting deposits or making loans or which owns or controls a
company which engages in the business of accepting deposits or
making loans. It is expressly understood that the term
"financial institution" shall include any financial
institution as defined herein that, after the date of this
Agreement, makes application to an appropriate federal or
state regulatory authority for approval to organize.
(c) The term "major shareholder" shall refer to the beneficial
ownership of 5% or more of any class of voting securities of
such company or the ownership of 5% of the total equity
interest in such company, however denominated.
The provisions of this paragraph 4 shall be of no further force and
effect if the undersigned is not offered employment as a director or advisory
director of Citizens or any of its subsidiaries at the effective time of the
Merger.
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5. The undersigned acknowledges and agrees that Holdings could not be
made whole by monetary damages in the event of any default by the undersigned
of the terms and conditions set forth in this Agreement. It is accordingly
agreed and understood that Holdings, in addition to any other remedy which it
may have at law or in equity, shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and specifically to enforce
the terms and provisions hereof in any action instituted in any court of the
United States or in any state having appropriate jurisdiction.
6. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.
7. Except with respect to the covenants contained in paragraph 4,
which shall be governed by the terms set forth therein and shall be effective
only upon consummation of the Merger, the covenants and obligations set forth
in this Agreement shall expire and be of no further force and effect on the
earlier of: (i) September 30, 1996 or such date to which the Merger Agreement
is extended, or (ii) the date on which the Merger Agreement shall terminate.
IN WITNESS WHEREOF, this Agreement has been duly executed under seal and
delivered by the undersigned as of the day and year first above written.
As to the Undersigned,
signed in the presence of:
__________________________________ __________________________________
Name: __________________________________
(Please print or type)
ATTEST: NEWNAN HOLDINGS, INC.
By: ____________________________ By: _________________________________
Secretary
[CORPORATE SEAL]
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