Exhibit 99(a)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of August 18, 1995, by and among
United Bankshares, Inc. (the "Acquiror"), a West Virginia corporation, and
certain stockholders of Eagle Bancorp, Inc. (the "Company"), a Delaware
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 their 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 $0.10 per share
("Company Common Stock"), 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 affiliate thereof);
(b) except as otherwise expressly permitted hereby, 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;
(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 herein shall be deemed to
affect the ability of any Stockholder to fulfill his duties as a director or
officer of the Company); and
(d) such Stockholder shall use his best efforts to take or cause to be
taken all action, and to do or cause to be done all things, necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
the agreements contemplated by this Stockholder Agreement.
3. Successors and Assigns. A Stockholder may sell, pledge, transfer
or otherwise dispose of his shares of Company Common Stock, provided that 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 West Virginia 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.
UNITED BANKSHARES, INC.
By: /s/ Richard M. Adams
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Name: Richard M. Adams
Title: Chairman, President and
Chief Executive Officer
COMPANY STOCKHOLDERS:
/s/ Willie D. Akers, Jr.
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Willie D. Akers, Jr.
/s/ Frank I. Blankinship, Jr.
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Frank I. Blankinship, Jr.
/s/ A. Lawrence Crimmins, Jr.
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A. Lawrence Crimmins, Jr.
/s/ John G. Hutchinson
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John G. Hutchinson
/c/ Charles F. Payne
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Charles F. Payne
/s/ J. Christopher Thomas
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J. Christopher Thomas
/s/ John H. Thomas
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John H. Thomas
/s/ William W. Wagner
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William W. Wagner
/s/ Paul Clinton Winter, Jr.
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Paul Clinton Winter, Jr.
/s/ Edward J. Wood
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Edward J. Wood
/s/ T. Sam Scipio, Jr.
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T. Sam Scipio, Jr.
SCHEDULE I
Number of Shares of
Company Common Stock
Name of Stockholder Beneficially Owned
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Willie D. Akers, Jr. 22,956
Frank I. Blankinship, Jr. 31,916
A. Lawrence Crimmins, Jr. 58,001
John G. Hutchinson --
Charles F. Payne 44,400
J. Christopher Thomas 161,978
John H. Thomas 21,740
William W. Wagner 216,678
Paul Clinton Winter, Jr. 160,684
Edward J. Wood 7,624
T. Sam Scipio, Jr. 33,065