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EXHIBIT 10.2
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of July 21, 1999, by and between ESB
Financial Corporation ("ESB"), a Pennsylvania corporation headquartered in
Ellwood City, Pennsylvania, and certain stockholders of SHS Bancorp, Inc.
("SHS"), a Pennsylvania corporation headquartered in Pittsburgh, Pennsylvania,
named on Schedule I hereto (collectively the "Stockholders").
WHEREAS, ESB and SHS have entered into an Agreement and Plan of
Reorganization, dated as of the date hereof ("Agreement"), which is being
executed simultaneously with the execution of this Stockholders Agreement
("Stockholders Agreement") and provides for, among other things, ESB's
acquisition of SHS ("Agreement"), by means of a merger of SHS with and into ESB
("Merger") pursuant to an Agreement of Merger which is attached as Appendix A to
the Agreement; and
WHEREAS, in order to induce ESB to enter into the Agreement, each of the
Stockholders agrees, among other things, to vote in favor of the Agreement in
his or her capacity as a stockholder of SHS.
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 SHS COMMON STOCK. Each Stockholder represents and warrants
that he or she has or shares the right to vote and dispose of the number of
shares of common stock of SHS, par value $.01 per share ("SHS 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 SHS's
stockholders called for the purpose ("SHS Stockholder Meeting"), vote, or
cause to be voted, all shares of SHS 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 related Agreement
of Merger and against any plan or proposal pursuant to which SHS or any
subsidiary thereof is to be acquired by or merged with, or pursuant to
which SHS or any subsidiary thereof proposes to sell all or substantially
all of its assets and liabilities to, any person, entity or group (other
than ESB or any affiliate thereof);
(b) such Stockholder shall, at a SHS Stockholder Meeting, use
his or her best efforts to have each member of his or her immediate
family who owns SHS Common Stock vote, or cause to be voted, all shares
of SHS Common Stock in which such immediate family
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member has the right to vote (whether owned as of the date hereof or
hereinafter acquired) in favor of the Agreement and related Agreement of
Merger and against any plan or proposal pursuant to which SHS or any
subsidiary thereof is to be acquired or merged with, or pursuant to which
SHS or any subsidiary thereof proposes to sell all or substantially all
of its assets and liabilities to any person, entity or group (other than
ESB or any affiliate thereof);
(c) such Stockholder shall not, prior to the final voting
record date established in connection with the SHS Stockholder Meeting,
sell, pledge, transfer or otherwise dispose of his shares of SHS Common
Stock;
(d) such Stockholder shall use his best efforts to cause SHS to
comply with the covenants made by SHS in the Agreement, to consummate the
Merger and the other transactions contemplated by the Agreement and the
related Agreement of Merger;
(e) such Stockholder shall not in his capacity as a stockholder
of SHS directly or indirectly encourage or solicit or hold discussions or
negotiations with, or provide any information to, any person, entity or
group (other than ESB 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 SHS or any subsidiary thereof (provided that nothing herein
shall be deemed to affect the ability of any Stockholder to fulfill his
duties as a director or officer of SHS); and
(f) 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
Stockholders Agreement.
3. CERTAIN TRANSFERS. In the event of any transfer of shares of SHS Common
Stock by operation of law, this Stockholders Agreement shall be binding upon and
inure to the benefit of the transferee. Any transfer or other disposition of
shares of SHS Common Stock in violation of Section 2 hereof shall be null and
void.
4. TERMINATION. The parties agree and intend that this Stockholders
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
Stockholders Agreement are inadequate. This Stockholders 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 ESB and the Stockholders in the
manner specified in Section 7.03 of the Agreement, with all notices to the
Stockholders being provided to them at SHS in the manner specified in such
section.
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6. GOVERNING LAW. This Stockholders Agreement shall be governed by the laws
of the Commonwealth of Pennsylvania, without giving effect to the principles of
conflicts of laws thereof.
7. COUNTERPARTS. This Stockholders 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 Stockholders 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, ESB, by a duly authorized officer, and each of the
Stockholders have caused this Stockholders Agreement to be executed as of the
day and year first above written.
ESB FINANCIAL CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxx Xxxxx
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Xxx Xxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxxxx, III
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Xxxxxxx X. Xxxxxxxxxxxx, III
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SCHEDULE I
Number of Shares of SHS
Common Stock Beneficially
Name of Stockholder Owned
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Xxxxxx X. Xxxxxxx 10,912
Xxxxxxx X. Xxxxxx 6,685
Xxxxxx X. Xxxxxxx 5,410
Xxx Xxxxx 5,910
Xxxxxx X. Xxxxxx 5,263
Xxxxxxx X. Xxxxxxxxxxxx, III 1,710
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