EXHIBIT 99.2
TERMINATION AGREEMENT
WHEREAS, Little Falls Bancorp, Inc. ("Bancorp"), Little Falls Bank
("Little Falls"), a wholly owned subsidiary of Bancorp, Skylands Community Bank
("Skylands") and Acquisition Corp. ("Acquisition Corp.") (collectively, the
"Parties") previously entered into an AGREEMENT AND PLAN OF REORGANIZATION AND
MERGERS, dated as of the 12th day of August, 1998 (the "Plan"); and
WHEREAS, Section 7.01(a) of the Plan provides that the Plan may be
terminated, and the Mergers may be abandoned at any time prior to the Effective
Time, by the mutual consent of Acquisition Corp., Bancorp and Skylands, if the
Board of Directors of each so determines by vote of a majority of the members of
its entire Board; and
WHEREAS, the Parties have each concluded that it is no longer in their
individual best interests to pursue the Plan,
NOW THEREFORE, each of the Parties to the Plan hereby agree in exchange
for the mutual promises and considerations contained herein and other value
consideration, as follows (the "Termination Agreement"):
A. Termination of Plan and Stock Option Agreement. Effective as of the
date of execution of this Termination Agreement ("Termination Date"), the
Parties hereby mutually agree that the Plan, and the Skylands Stock Option
Agreement and the Bancorp Stock Option Agreement both between Bancorp and
Skylands, dated August 12, 1998, and any Options to purchase Bancorp Common
Stock or Skylands Common Stock awarded in accordance with such Stock Option
Agreements, (collectively, the "Stock Option Agreements") shall each be
terminated as of the Termination Date, and thereafter the Plan and the Stock
Option Agreements shall each be of no further legal force and effect.
B. Further Actions. The Parties will take all actions necessary to
dissolve Acquisition Corp.
C. Press Releases. Neither Bancorp nor Skylands shall issue any
statement related to this Termination Agreement in any form, including but not
limited to any press releases or regulatory filings, without the prior written
consent of the other party, which consent shall not be unreasonably withheld or
delayed, except as otherwise required by applicable law or the rules of Nasdaq.
Notwithstanding anything herein to the contrary, either party may file this
Termination Agreement as an exhibit to a Current Report on Form 8-K with the
Securities and Exchange Commission or other applicable governmental agency as
deemed necessary or appropriate upon advice of counsel.
D. Board Authorizations. Each of the undersigned, as authorized
representatives of their respective party, hereby certifies that the respective
Board of Directors has approved the
execution of the Termination Agreement by the required majority vote of the full
Board.
E. Effect of Termination and Abandonment. As of the Termination Date,
no party to the Plan or the Stock Option Agreements, shall have any benefit,
liability or further obligation to any other party under the Plan or the Stock
Option Agreements.
F. Counterparts. This Termination Agreement may be executed in one or
more counterparts, each of which shall be deemed to constitute an original.
G. Governing Law. This Termination Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of New Jersey, without
regard to the conflict of law principles thereof.
H. Expenses. Each party hereto will bear all expenses incurred by it in
connection with the Plan, the Stock Option Agreements, and the Termination
Agreement and the transactions contemplated hereby; provided however, Bancorp
hereby agrees to pay fifty percent of the consulting fees incurred by Skylands
associated with determining the appropriate structure of the proposed
transaction so that it would qualify as a "pooling of interest" for accounting
purposes, subject to a maximum payment of $12,500 to be made by Bancorp, with
such payment to be made directly to such consulting firm following presentment
of appropriate documentation of such fees for services incurred by Skylands
prior to August 12, 1998, with respect to the proposed transaction.
I. Confidentiality. Each of the Parties hereto and their respective
agents, attorneys and accountants will maintain the confidentiality of all
information provided in connection with the Plan and herewith which has not been
publicly disclosed, unless and until it is advised by counsel that any such
information or document is required by applicable law to be disclosed.
J. Definitions. Terms not otherwise defined herein shall have such
meaning as defined in the Plan or the Stock Option Agreements (unless expressly
noted to the contrary).
K. Entire Understandings; No Third Party Beneficiaries. This
Termination Agreement and the schedules attached hereto together represent the
entire understanding of the Parties hereto with reference to the transactions
contemplated hereby and thereby and supersede any and all other oral or written
agreements heretofore made. Nothing in this Termination Agreement, the Plan, or
the Stock Option Agreements, expressed or implied, is intended to confer upon
any person, other than the Parties hereto or their respective successors, any
rights, remedies, obligations or liabilities under or by reason of this
Termination Agreement, the Plan or the Stock Option Agreements.
L. Headings. The headings contained in this Termination Agreement are
for reference purposes only and are not part of this Termination Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LITTLE FALLS BANCORP, INC.
Date: November 5, 1998 By: /s/Leonard G. Romaine
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Leonard G. Romaine
President