STANDSTILL AGREEMENT

 

 

This Standstill Agreement (this “Agreement”) is made by and between Alliance Bancorp, Inc. of Pennsylvania (“Alliance Bancorp”) on the one hand, and Financial Edge Fund, L.P., Financial Edge - Strategic Fund, L.P., PL Capital Focused Fund, L.P., Goodbody/PL Capital, L.P., PL Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, LLC, John W. Palmer, Richard J. Lashley, Howard Henick, ScurlyDog Capital, LLC, SD Capital Partners, LLC and SD Financial Institutions and Value Opportunity Fund, LP  (collectively, the “PL Capital Parties”), on the other hand, on behalf of themselves and their respective affiliates (Alliance Bancorp and the PL Capital Parties together, collectively, the “Parties”).  In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

 

On March 19, 2014, the Board of Directors of Alliance Bancorp will be expanded from its present eight-member size to nine members, and Howard Henick will be appointed a director of Alliance Bancorp to serve in the class of directors with terms expiring at Alliance Bancorp’s 2014 annual meeting of shareholders.  At the end of this initial term as a director, Mr. Henick will be re-nominated for an additional three-year term, ending at Alliance Bancorp’s 2017 annual meeting of shareholders. At all times from and after the date of this Agreement, Alliance Bancorp’s Board of Directors will also appoint, at its sole discretion, all other persons to fill remaining director positions or vacancies on the Alliance Bancorp Board of Directors.  Mr. Henick shall receive the normal compensation and benefits paid to directors of Alliance Bancorp while he serves as a director thereof.

 

On March 19, 2014, the Board of Directors of Alliance Bancorp will cause the Board of Directors of Greater Delaware Valley Savings Bank, doing business as Alliance Bank (the “Bank”), to expand the Bank’s Board of Directors to nine members and to appoint Mr. Henick to fill the vacancy created by the expansion of the Bank’s Board of Directors to serve in the class of directors with terms expiring at Alliance Bank’s 2014 annual meeting of shareholders. Upon Mr. Henick’s election by the shareholders of Alliance Bancorp at the 2014 annual meeting of shareholder of Alliance Bancorp, Mr. Henick will be re-elected to a full three-year term to the Bank’s Board of Directors, ending at the Bank’s 2017 annual meeting.  Mr. Henick shall receive the normal compensation and benefits paid to directors of the Bank while he serves as a director thereof.

 

Mr. Henick or the Substitute (as hereinafter defined), as the case may be, agrees to promptly submit his resignation as a member of the Board of Directors of each of Alliance Bancorp and the Bank upon the termination of this Agreement pursuant to Section 15 hereof.

 

 

 

 

 

The PL Capital Parties each agree that during the Standstill Period (as hereinafter defined), the PL Capital Parties and their affiliates or associates (as defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board of Directors of Alliance Bancorp:

 

 

 

 

 

 

 

 

 

 

At any Alliance Bancorp annual meeting of shareholders during the Standstill Period, the PL Capital Parties agree: (1) to vote all shares of Alliance Bancorp they or any of them beneficially own in favor of the nominees for election or reelection as director of Alliance Bancorp selected by the Board of Directors of Alliance Bancorp and agree otherwise to support such director candidates, and (2) with respect to any other proposal submitted by any Alliance Bancorp shareholder to a vote of the Alliance Bancorp shareholders, to vote all of the Alliance Bancorp shares they beneficially own in accordance with the recommendation of the Alliance Bancorp Board of Directors with respect to any such shareholder proposal.

 

Notwithstanding anything in this Agreement to the contrary, nothing herein will be construed to limit or affect:  (1) any action or inaction by Mr. Henick or the Substitute in his capacity as a member of Alliance Bancorp’s Board of Directors or the Bank’s Board of Directors, provided he acts in good faith in the discharge of his fiduciary duties as a Board member; or (2) the ability of the PL Capital Parties to engage in discussions relating to the topics listed in Paragraph 2 of this Agreement directly with the President and Chief Executive Officer of Alliance Bancorp, or upon invitation, with other members of management or the board of directors of Alliance Bancorp.

 

 

 

 

The “Standstill Period” shall begin as of the date of this Agreement and shall remain in full force and effect until the later of (1) the close of business on the date of the 2015 annual meeting of shareholders of Alliance Bancorp or (2) the last day that Mr. Henick or any substitute for Mr. Henick nominated by the PL Capital Parties pursuant to Section 4 hereof (the “Substitute”), as the case may be, serves as a director of Alliance Bancorp or Alliance Bank.

 

Notwithstanding anything in this Agreement to the contrary, at the sole option of Alliance Bancorp, the Standstill Period may be terminated by Alliance Bancorp in the event that the beneficial ownership of the PL Capital Parties decreases below 5% of the outstanding shares of Alliance Bancorp common stock (in which event, Mr. Henick or the Substitute, as the case may be, shall promptly submit his resignation as a director of Alliance Bancorp and the Bank).

 

 

During the Standstill Period, the PL Capital Parties agree not to disparage Alliance Bancorp or any officers, directors (including director nominees) or employees of Alliance Bancorp or its affiliates or subsidiaries in any public or quasi-public forum, and Alliance Bancorp agrees not to disparage any of the PL Capital Parties or any officers or employees of the PL Capital Parties in any public or quasi-public forum.

 

 

During the Standstill Period, the PL Capital Parties agree not to nominate any other candidate for director of Alliance Bancorp or the Bank at any time except, in the event of death, disability or resignation of Mr. Henick, the Substitute nominee of PL Capital Parties, whose substitution shall be subject to (1) the approval of the Alliance Bancorp Board of Directors in its sole discretion, which approval shall not be unreasonably withheld or delayed, and (2) the Substitute’s execution of a written agreement, in form and substance reasonably acceptable to Alliance Bancorp.

 

 

Each of the Parties that is a corporation or other legal entity and each individual Party executing this Agreement on behalf of a corporation or other legal entity, represents and warrants that: (a) such corporation or other legal entity is duly organized, validly authorized and in good standing, and possesses full power and authority to enter into and perform the terms of this Agreement; (b) the execution, delivery and performance of the terms of this Agreement have been duly and validly authorized by all requisite acts and consents of the company or other legal entity and do not contravene the terms of any other obligation to which the corporation or other legal entity is subject; and (c) this Agreement constitutes a legal, binding and valid obligation of each such entity, enforceable in accordance with its terms.

 

 

All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses.

 

 

 

This Agreement and each of its terms may only be amended, waived, supplemented or modified in a writing signed by the signatories hereto or their respective clients.

 

 

This Agreement, and the rights and liabilities of the Parties hereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of law provisions.  The venue and jurisdiction for adjudication of any and all disputes between the Parties to this Agreement shall be in the Circuit Court in and for Delaware County, Commonwealth of Pennsylvania.

 

 

The Parties expressly agree that an actual or threatened breach of this Agreement by any Party will give rise to irreparable injury that cannot adequately be compensated by damages. Accordingly, in addition to any other remedy to which it may be entitled, each Party shall be entitled to seek a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Agreement or to secure specific enforcement of its terms and provisions.

 

The PL Capital Parties expressly agree that they will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by Alliance Bancorp unless and until Alliance Bancorp is given written notice of such breach and thirty (30) business days either to cure such breach or for Alliance Bancorp to seek relief in court.  If Alliance Bancorp seeks relief in court, the PL Capital Parties irrevocably stipulate that any failure to perform by the PL Capital Parties shall be deemed to constitute irreparable harm under this Agreement, therefore Alliance Bancorp shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and the PL Capital Parties shall not deny or contest that such circumstances would cause Alliance Bancorp irreparable harm.  If, after such thirty (30) business day period, Alliance Bancorp has not either reasonably cured such material breach or obtained relief in court, the PL Capital Parties may terminate this Agreement by delivery of written notice to Alliance Bancorp.

 

Alliance Bancorp expressly agrees that it will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by the PL Capital Parties or any of them unless and until the PL Capital Parties are given written notice of such breach and thirty (30) business days either to cure such breach or for the PL Capital Parties to seek relief in court.  If the PL Capital Parties seek relief in court, Alliance Bancorp irrevocably stipulates that any failure to perform by Alliance Bancorp shall be deemed to constitute irreparable harm under this Agreement, therefore the PL Capital Parties shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and Alliance Bancorp shall not deny or contest that such circumstances would cause the PL Capital Parties irreparable harm.  If, after such thirty (30) business day period, the PL Capital Parties have not either reasonably cured such material breach or obtained relief in court, Alliance Bancorp may terminate this Agreement by delivery of written notice to the PL Capital Parties.

 

 

 

 

 

This Agreement may be executed in counterparts, each of which shall be considered to be an original or true copy of this Agreement.  Faxed signatures shall be presumed valid.

 

 

The failure of any one of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive the Parties of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

 

 

The parties contemplate that the PL Capital Parties will file a Schedule 13D amendment attaching this Agreement, that Alliance Bancorp will file a Form 8-K attaching this Agreement and that during the Standstill Period there will be no other public comments (except as required by applicable regulations of the Securities and Exchange Commission) by the Parties regarding this Agreement other than a press release by Alliance Bancorp factually summarizing this Agreement and referring to the Form 8-K filing, which press release shall be subject to approval by the PL Capital Parties (such approval not to be unreasonably withheld).

 

 

This Agreement constitutes the full, complete and entire understanding, agreement, and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them.  There are no other agreements, covenants, promises or arrangements between the Parties other than those set forth in this Agreement (including the attachments hereto).

 

 

All notices and other communications which are required or permitted hereunder shall be in writing, and sufficient if by same-day hand delivery (including delivery by courier) or sent by fax, addressed as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

If to the Alliance Bancorp Parties:

 

Dennis D. Cirucci

President and Chief Executive Officer

Alliance Bancorp, Inc. of Pennsylvania

541 Lawrence Avenue

Broomall, Pennsylvania 19008

Fax: (610) 359-6908

 

with a copy to:

 

Raymond A. Tiernan, Esq. and

Hugh T. Wilkinson, Esq.

Silver, Freedman, Taff & Tiernan LLP

3299 K Street, N.W., Suite 100

Washington, DC  20007

Fax: (202) 337-5502

 

If to the PL Capital Parties:

 

Richard J. Lashley

PL Capital, LLC

67 Park Place East

Suite 675

Morristown, New Jersey 07960

Fax: (973) 539-5404

 

with a copy to:

 

Phillip M. Goldberg, Esq.

Foley & Lardner LLP

321 North Clark Street, Suite 2800

Chicago, Illinois 60654-5313

Fax: (312) 832-4700

 

 

This Agreement shall cease, terminate and have no further force and effect upon the expiration of the last day of the Standstill Period as set forth in Section 2, unless earlier terminated pursuant to Section 9 hereof or by mutual written agreement of the parties.

 

 

 

 

 

 

 

 

 

The PL Capital Parties and Alliance Bancorp agree to take, or cause to be taken, all such further or other actions as shall reasonably be necessary to make effective and consummate the transactions contemplated by this Agreement.

 

 

All covenants and agreements contained herein shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

 

[Signature page follows]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on the date set forth below.