Exhibit 10.5
September 28, 1998
Fidelity Financial of Ohio
4555 Montgomery Road
Cincinnati, Ohio 45212
Ladies and Gentlemen:
Fidelity Financial of Ohio, Inc. ("FFOH") and Glenway Financial
Corporation (the "Company") desire to enter into an Agreement of Merger, dated
as of September 28, 1998 (the "Agreement"), pursuant to which, subject to the
terms and conditions set forth therein, (a) the Company will merge with and into
a wholly-owned subsidiary of FFOH (the "Merger") and (b) each share of Company
common stock outstanding immediately prior to the Merger will be converted into
the right to receive 1.50 shares of FFOH common stock, plus cash in lieu of any
fractional share interest.
In consideration of the foregoing, the undersigned hereby irrevocably:
(a) Agrees not to sell, or in any other way reduce the risk of
the undersigned relative to, any shares of common stock of the Company or of
common stock of FFOH, during the period commencing thirty days prior to the
effective date of the Merger and ending on the date on which financial results
covering at least thirty days of post-Merger combined operations of FFOH and the
Company have been published within the meaning of Topic 2-E of the Staff
Accounting Bulletin Series of the Securities and Exchange Commission ("SEC"),
provided, however, that excluded from the foregoing undertaking shall be such
sales, pledges, transfers or other dispositions of shares of Company common
stock or shares of FFOH common stock which, in FFOH's sole judgment (after
consulting with its independent public accountants), are individually and in the
aggregate de minimis within the meaning of Topic 2-E of the Staff Accounting
Bulletin Series of the SEC;
(b) Agrees that neither the Company nor FFOH shall be bound by
any attempted sale or other transfer of any shares of Company common stock or
FFOH common stock, respectively, and the Company's and FFOH's transfer agents
shall be given appropriate stop transfer orders and shall not be required to
register any such attempted sale or other transfer, unless the sale has been
effected in compliance with the terms of this Letter Agreement;
(c) Acknowledges and agrees that the provisions of subparagraphs
(a) and (b) hereof apply to shares of FFOH common stock and Company common stock
owned by (i) his or her spouse, (ii) any of his or her relatives or relatives of
his or her spouse occupying his or her home, (iii) any trust or estate in which
he or she, his or her spouse, or any such relative owns at least a 10%
beneficial interest or of which any of them serves as trustee, executor or in
any similar capacity and
Fidelity Financial of Ohio, Inc.
September 28, 1998
Page 2
(iv) any corporation or other organization in which the undersigned, any
affiliate of the undersigned, his or her spouse, or any such relative owns at
least 10% of any class of equity securities or of the equity interest;
(d) Represents that the undersigned has no plan or intention to
sell, exchange, or otherwise dispose of any shares of common stock of FFOH prior
to expiration of the time period referred to in paragraph (a) hereof; and
(e) Represents that the undersigned has the capacity to enter
into this Letter Agreement and that it is a valid and binding obligation
enforceable against the undersigned in accordance with its terms, subject to
bankruptcy, insolvency and other laws affecting creditors' rights and general
equitable principles.
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This Letter Agreement may be executed in two or more counterparts, each
of which shall be deemed to constitute an original, but all of which together
shall constitute one and the same Letter Agreement.
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This Letter Agreement shall terminate concurrently with any termination
of the Agreement in accordance with its terms.
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The undersigned intends to be legally bound hereby.
Sincerely,