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Exhibit 10(c)
Stockholder Agreement, dated
as of May 30, 1996, among
Peoples Heritage and certain
stockholders of Family
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STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of May 30, 1996, by and among Peoples
Heritage Financial Group, Inc. (the "Acquiror"), a Maine corporation, and
certain stockholders of Family Bancorp (the "Company"), a Massachusetts
corporation, named on Schedule I hereto (collectively the "Stockholders").
WITNESSETH:
WHEREAS, the Acquiror, Peoples Heritage Merger Corp. (the "Acquiror
Sub") 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 Sub (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 $.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 subsidiary 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; and
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(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).
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 Maine 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.
PEOPLES HERITAGE FINANCIAL
GROUP, INC.
By: /s/ William J. Ryan
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Name: William J. Ryan
Title: Chairman, President and Chief
Executive Officer
COMPANY STOCKHOLDERS:
/s/ John E. Veasey
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John E. Veasey
/s/ Elkin B. McCallum
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Elkin B. McCallum
/s/ David D. Hindle
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David D. Hindle
/s/ George E. Fahey
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George E. Fahey
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/s/ Ronald G. Trombley
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Ronald G. Trombley
/s/ Bruce Fenn, III
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Bruce Fenn, III
/s/ David J. LaFlamme
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David J. LaFlamme
/s/ Kenneth L. Paul
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Kenneth L. Paul
/s/ Charles George, Jr.
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Charles George, Jr.
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SCHEDULE I
Number of Shares of
Company Common Stock
Name of Stockholder Beneficially Owned
- - ---------------------------- --------------------
John E. Veasey 120,962
Elkin B. McCallum 57,150
David D. Hindle 28,122
George E. Fahey 23,859
Ronald G. Trombley 21,983
Bruce Fenn, III 11,120
David J. LaFlamme 33,182
Kenneth L. Paul 7,800
Charles George, Jr. 3,750
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