EXHIBIT E
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of September 28, 1998, by and among
Glenway Financial Corporation ("GFCO"), a Delaware corporation, and certain
stockholders of Fidelity Financial of Ohio, Inc. ("FFOH"), an Ohio 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 GFCO 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 FFOH.
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 FFOH 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 FFOH, $.10 par value per share ("FFOH 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 FFOH's stockholders
called for the purpose, vote, or cause to be voted, all shares of FFOH
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 the other transactions contemplated thereby (including
approval of the amendment to FFOH's Articles of Incorporation in
accordance with Section 5.16(a) of the Agreement);
(b) except as otherwise expressly permitted hereby, such Stockholder
shall not, prior to the meeting of FFOH'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 FFOH Common
Stock;
(c) such Stockholder shall not in his capacity as a stockholder of
FFOH directly or indirectly encourage or solicit or hold discussions or
negotiations with, or provide any information to, any person, entity or
group (other than GFCO 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 FFOH or any subsidiary of FFOH (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 FFOH); 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 FFOH's transfer agent shall be
given an appropriate stop transfer order and shall not be required to register
any attempted transfer of shares of FFOH Common Stock, unless the transfer has
been effected in compliance with the terms of this agreement.
3. Successors and Assigns. Subject to Section 5.13 of the Agreement and
the terms of the agreement with affiliates of FFOH referred to therein, a
Stockholder may sell, pledge, transfer or otherwise dispose of his shares of
FFOH Common Stock, provided that, with respect to any sale, transfer or
disposition which would occur on or before the meeting of FFOH's stockholders
referred to in Section 2(a) hereof, such Stockholder obtains the prior written
consent of GFCO and that any acquiror of such FFOH 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 GFCO 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 FFOH 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.
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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, GFCO, by a duly authorized officer, and each of
1the Stockholders have caused this Stockholder Agreement to be executed as of
the day and year first above written.
GLENWAY FINANCIAL CORPORATION
By: /s/ Robert R. Sudbrook
------------------------------------
Name: Robert R. Sudbrook
Title: President and Chief Executive
Officer
STOCKHOLDERS OF FIDELITY
FINANCIAL OF OHIO:
/s/ Joseph D. Hughes
----------------------------------------
Joseph D. Hughes
/s/ Michael W. Jordan
-----------------------------------------
Michael W. Jordan
/s/ David A. Luecke
-----------------------------------------
David A. Luecke
/s/ Constantine N. Papadakis
-----------------------------------------
Constantine N. Papadakis
/s/ John R. Reusing
-----------------------------------------
John R. Reusing
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/s/ Thomas N. Spaeth
-----------------------------------------
Thomas N. Spaeth
/s/ Paul D. Staubach
-----------------------------------------
Paul D. Staubach
/s/ Robert W. Zumbiel
-----------------------------------------
Robert W. Zumbiel
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SCHEDULE I
Number of Shares of
FFOH Common Stock
Name of Stockholder Beneficially Owned
- ------------------------------------------------ -------------------------
Joseph D. Hughes 46,549
Michael W. Jordan 14,725
David A. Luecke 12,987
Constantine N. Papadakis 10,800
John R. Reusing 85,351
Thomas N. Spaeth 13,853
Paul D. Staubach 55,700
Robert W. Zumbiel 27,675
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