Exhibit 2.2
Termination Agreement
dated October 23, 1998
between SFS and Cohoes
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement"), dated October 23, 1998, is
made between Cohoes Savings Bank ("Cohoes"), a savings bank chartered under the
laws of the State of New York, and SFS Bancorp, Inc. ("SFS"), a Delaware
corporation.
WHEREAS, the Board of Trustees of Cohoes and the Board of Directors SFS
approved the acquisition of SFS by Cohoes (the "Merger");
WHEREAS, the approval of the Merger by the Board of Trustees of Cohoes
and the Board of Directors of SFS was evidenced by an Agreement and Plan of
Merger dated as of July 31, 1998 (the "Merger Agreement") entered into between
Cohoes and SFS;
WHEREAS, the Merger was conditioned upon the conversion from mutual-to-
stock form of organization of Cohoes and the formation of a holding company
("Holding Company") as a step incident thereto in accordance with applicable
federal and state regulations;
WHEREAS, the Merger Agreement provided for an exchange of each share of
SFS common stock for shares of Holding Company common stock in accordance with
Section 2.3 of the Merger Agreement;
WHEREAS, Cohoes has determined that due to the recent significant decline
in the market values of publicly held thrift institutions, including
institutions undertaking mutual-to-stock conversions, and regulatory concerns
regarding the amount of stock that SFS shareholders would receive in the Merger,
that the Merger may not be feasible and could adversely affect the Cohoes
conversion; and
WHEREAS, SFS has determined that consummation of the Merger is not likely.
NOW, THEREFORE, it is agreed:
1. TERMINATION. The Merger Agreement is hereby terminated by the mutual
consent of the parties thereto pursuant to Section 7.1(a) of the Merger
Agreement, except that the provisions relating to confidentiality set forth
in Section 5.4(b) shall survive such termination.
2. TERMINATION FEE. Cohoes hereby agrees to pay to SFS, in accordance
with Section 8.1(b) of the Merger Agreement, the sum of $2,000,000 as total
consideration for SFS' agreement to terminate the Merger pursuant to this
Agreement. Payment shall be made in immediately available funds as of the
date hereof.
3. MUTUAL RELEASE. The parties to the Merger Agreement and all persons
signing this Termination Agreement, in their official and individual capacities,
hereby mutually release each other, their subsidiaries, affiliates and
successors, employees, officers, directors and assigns from all claims,
liabilities, demands and causes of action, known or unknown, fixed or
contingent, arising in connection with or incident to the matters contained
in the Merger Agreement.
4. PRESS RELEASE. The parties to the Merger Agreement hereby agree that
the announcement and press release attached hereto as Exhibit A concerning the
termination of the Merger shall be made jointly and released immediately after
execution of this Agreement by the parties hereto.
5. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties with respect to the matters contemplated hereby and supersedes all
prior arrangements or understandings with respect thereto, written or oral,
other than the provisions of the Merger Agreement referred to herein.
6. INTERPRETATION. The captions contained in this Agreement are for
reference purposes only and are not part of this Agreement.
7. COUNTERPARTS. This Agreement may be executed in any number of counter-
parts, and each such counterpart shall be deemed to be an original instrument
but all counterparts together shall constitute but one agreement.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and entirely to be performed within such jurisdiction.
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EACH PERSON SIGNING THIS AGREEMENT ACKNOWLEDGES THAT HE OR SHE
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF
LEGAL CLAIMS.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in counterparts as of the date first above written.
COHOES SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
SFS BANCORP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
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ACKNOWLEDGED BY:
TRUSTEES OF COHOES SAVINGS BANK
____________________________________
Xxxxxx X. Xxxxx, Trustee
____________________________________
Xxxxx X. Xxxxxxxxx, Trustee
____________________________________
Xxxxxxx X. Xxxxxx, Trustee
____________________________________
Xxxxxxx X. XxXxXxxxx, Trustee
____________________________________
Xxxxxxxxx X. Field, Jr., Trustee
____________________________________
Xxxxxx X. Xxx Xxxxx, Trustee
____________________________________
R. Xxxxxxx Xxxxx, Trustee
____________________________________
J. Xxxxxxx X'Xxxxx, Trustee
____________________________________
Xxxxx X. Xxxxxxxx, Trustee
____________________________________
Xxxxxx X. Xxxxxxx, Trustee
____________________________________
Xxxxxx X. Xxxxxx, Trustee
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ACKNOWLEDGED BY:
DIRECTORS OF SFS BANCORP, INC.
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx, Director
/s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx, M.D., Director
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxx, Director
/s/ Xxxxxx X. Xxxxx, Director
------------------------------------
Xxxxxx X. Xxxxx, Director
/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxxx, Director
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