Exhibit 10(b)
Stockholder Agreement
dated as of July 11, 1996,
among Washington Federal and
certain stockholders of Metropolitan
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.
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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
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Allen E. Doan
/s/ John F. Clearman
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John F. Clearman
/s/ David C. Cortelyou
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David C. Cortelyou
/s/ W. Gordon Dowling
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W. Gordon Dowling
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/s/ John H. Fairchild
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John H. Fairchild
/s/ Virgil Fassio
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Virgil Fassio
/s/ H. Dennis Halvorson
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H. Dennis Halvorson
/s/ Larry O. Hillis
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Larry O. Hillis
/s/ John J. Knight
--------------------------------------
John J. Knight
/s/ Patrick F. Patrick
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Patrick F. Patrick
/s/ Michael M. Pete
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Michael M. Pete
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SCHEDULE I
Number of Shares of
Company Common Stock
Name of Stockholder Beneficially Owned
- ------------------------------- ------------------------
Allen E. Doan 39,320
John F. Clearman 10,700
David C. Cortelyou 9,700
W. Gordon Dowling 110,690
John H. Fairchild 362,637
Virgil Fassio 21,700
H. Dennis Halvorson 14,700
Larry O. Hillis 52,926
John J. Knight 37,760
Patrick F. Patrick 134,725
Michael M. Pete 33,000