EXHIBIT C
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of September 28, 1998, by and among
Fidelity Financial of Ohio, Inc. ("FFOH"), an Ohio corporation, and certain
stockholders of Glenway Financial Corporation ("GFCO"), a Delaware corporation,
named on Schedule I hereto (collectively, the "Stockholders").
WITNESSETH:
WHEREAS, FFOH and GFCO have entered into an Agreement of Merger of even
date herewith (the "Agreement"), providing for, among other things, the merger
of GFCO with and into a wholly-owned subsidiary of FFOH (the "Merger"); and
WHEREAS, in order to induce FFOH to enter into the Agreement, each of
the Stockholders agrees to, among other things, vote in favor of the Agreement
in his or her capacity as a stockholder of GFCO.
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 GFCO 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 GFCO, $0.01 par value per share ("GFCO
Common Stock"), set forth opposite such Stockholder's name on Schedule I hereto
(which does not include shares held solely in a fiduciary capacity).
2. Agreements of the Stockholders. Each Stockholder covenants and
agrees that:
(a) such Stockholder shall, at any meeting of GFCO's
stockholders called for the purpose, vote, or cause to be voted, all
shares of GFCO 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;
(b) except as otherwise expressly permitted hereby, such
Stockholder shall not, prior to the meeting of GFCO'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 GFCO Common Stock;
(c) such Stockholder shall not in his capacity as a
stockholder of GFCO directly or indirectly encourage or solicit or hold
discussions or negotiations with, or provide any information to, any
person, entity or group (other than FFOH 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 GFCO or any subsidiary of GFCO (provided
that nothing herein shall be deemed to affect the ability of any
Stockholder to fulfill his duties as a director and/or officer of
GFCO); and
(d) such Stockholder shall use his reasonable 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.
Each Stockholder further agrees that GFCO's transfer agent shall be
given an appropriate stop transfer order and shall not be required to register
any attempted transfer of shares of GFCO Common Stock unless the transfer has
been effected in compliance with the terms of this Stockholder Agreement.
3. Successors and Assigns. Subject to Section 5.13 of the Agreement and
the terms of the agreement with affiliates of GFCO referred to therein, a
Stockholder may sell, pledge, transfer or otherwise dispose of his shares of
GFCO Common Stock, provided that, with respect to any sale, transfer or
disposition which would occur on or before the meeting of GFCO's stockholders
referred to in Section 2(a) hereof, such Stockholder obtains the prior written
consent of FFOH and that any acquiror of such GFCO Common Stock expressly agrees
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 FFOH 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 GFCO in the manner specified in such
section.
6. Governing Law. This Stockholder Agreement shall be governed by the
laws of the State of Ohio 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.
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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, FFOH, 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.
FIDELITY FINANCIAL OF OHIO, INC.
By: /s/ John R. Reusing
------------------------------
Name: John R. Reusing
Title: President and Chief
Executive Officer
STOCKHOLDERS OF
GLENWAY FINANCIAL CORPORATION :
/s/ Daniel W. Geeding
------------------------------------
Daniel W. Geeding
/s/ Ronald L. Goodfellow
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Ronald L. Goodfellow
/s/ Kenneth C. Lichtendahl
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Kenneth C. Lichtendahl
/s/ Albert W. Moeller
------------------------------------
Albert W. Moeller
/s/ Edgar A. Rust
------------------------------------
Edgar A. Rust
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/s/ Robert R. Sudbrook
------------------------------------
Robert R. Sudbrook
/s/ John P. Torbeck
------------------------------------
John P. Torbeck
/s/ Milton L. Van Schoik
------------------------------------
Milton L. Van Schoik
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SCHEDULE I
Number of Shares of
GFCO Common Stock
Name of Stockholder Beneficially Owned
- ----------------------------------------------- -------------------
Daniel W. Geeding 31,453
Ronald L. Goodfellow 27,238
Kenneth C. Lichtendahl 40,896
Albert W. Moeller 23,948
Edgar A. Rust 75,671
Robert R. Sudbrook 46,950
John P. Torbeck 35,294
Milton L. Van Schoik 24,898
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