Exhibit
2.1
AMENDMENT TO STOCK PURCHASE
AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE
AGREEMENT , made
this 5 th day of January, 2007, by, between and among
KENNETH C. FISHER (hereinafter, the
“Seller”), PEOPLE’S BANCORP,
INC., a Maryland state chartered bank,
(hereinafter the “Purchaser”)
and FLEETWOOD, ATHEY, MACBETH & MCCOWN, INC.,
a Maryland corporation (the
“Corporation”).
RECITALS
:
WHEREAS , the parties hereto entered into a Stock
Purchase Agreement dated September 12, 2006 under the terms of
which Purchaser agreed to purchase all of the issued and
outstanding stock of the Corporation (the “Stock Purchase
Agreement”);
WHEREAS , since the execution and delivery of the Stock
Purchase Agreement, certain developments have occurred and issues
have arisen which required the parties to make certain
modifications to the terms of the Stock Purchase Agreement;
and
WHEREAS , the parties are desirous of amending the Stock
Purchase Agreement to reflect the additional agreements of the
parties.
NOW, THEREFORE, WITNESSETH:
That for and in consideration of
the mutual covenants and promises of the parties hereto, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree to amend the Stock Purchase
Agreement as follows:
1. RECITALS . The Recitals set forth above are incorporated
herein by reference.
2. Section 2.01 is hereby deleted in its entirety
and the following provision is inserted in lieu thereof:
“SECTION
2.01. Closing Date . Subject to the terms
and conditions hereof, the consummation of the purchase and sale of
the Shares (the "Closing") will take place on or before January 5,
2007 at 9:30 a.m. (the "Closing Date") at the offices of the
Corporation of the Purchaser at 100 Spring Avenue, Chestertown,
Maryland 21620.”
3. In Section 6.01 of the Stock Purchase Agreement
delete subparagraph (e) in its entirety and substitute in lieu
thereof the following provision:
“(e)
Consulting Agreement with
Seller and Non Competition Agreement with
Seller . At
the Closing, the Purchaser and the Corporation shall cause to be
executed and delivered unto the Seller a written Consulting
Agreement with Seller and a written Non Competition Agreement with
the Seller, each in the form and with the terms and conditions
thereof as set forth in the attached Exhibit F and Exhibit G,
respectively.”
4. Exhibits F and G of the Stock Purchase
Agreement respectively, are attached hereto and are made part of
the Stock Purchase Agreement.
5. Except as hereinabove set forth, the terms and
conditions of the Stock Purchase Agreement are hereby confirmed,
ratified and republished, are binding upon and shall inure to the
benefits to the parties hereto, their respective successors and
permitted assigns, and constitute the entire agreement and
understanding between the parties hereto in respect to the matters
set forth herein as of the date hereof.
6. This Amendment to Stock Purchase Agreement may
be executed in counterparts and multiple originals each of which
shall be construed an original, but all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF,
the parties hereto have executed
this Amendment to Stock Purchase Agreement on the day and year
first above written.
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SELLER:
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/s/ Kenneth C.
Fisher
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Kenneth C.
Fisher
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PURCHASER:
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PEOPLE’S
BANCORP, INC.
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BY:
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Thomas
Stevenson, President
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COMPANY:
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FLEETWOOD,
ATHEY, MACBETH & MCCOWN, INC.
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By:
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Kenneth C.
Fisher, President
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STOCK PURCHASE AGREEMENT
FLEETWOOD, ATHEY, MACBETH &
MCCOWN, INC.
EXHIBIT F
CONSULTING AGREEMENT
THIS
AGREEMENT is made
this 5 th day of January, 2007, by and between
FLEETWOOD, ATHEY, MACBETH & MCCOWN, INC., a corporation duly
formed under the laws of Maryland, (the “Corporation”)
and KENNETH C. FISHER ("Fisher").
W I T N E S
S:
Fisher is an
experienced casualty insurance agent having been in the business of
selling and servicing residential, personal and commercial lines of
casualty insurance for more than twenty five (25) years and being
the former owner of the Corporation and is willing to offer his
knowledge and experience in the casualty insurance business to the
Corporation.
The Corporation
is in the business of selling and servicing residential, personal
and commercial lines of casualty insurance (the
“Business”); and
The Corporation
desires to retain Fisher to assist the Corporation in its short and
long term goals for the Business.
IN
CONSIDERATION of the
engagement by the Corporation of Fisher, of the covenants and
agreements of the parties as set forth herein, and of other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties covenant and agree as
follows:
1.
The Corporation hereby engages
Fisher and Fisher hereby agrees to provide to the Corporation, his
services in serving existing agency clients, maintaining and
furthering the Corporation’s relationships with the companies
it represents, and assisting in the development of its operating
budgets (the “Services”), upon the terms and conditions
hereinafter set forth.
2.
The term of this Agreement shall be
for a period of time commencing on the date hereof and ending on
December 31, 2008.
3.
Fisher agrees to provide the
Services and to perform such other duties as may be assigned by the
Corporation. Fisher shall devote his best efforts to the
performance of his duties under this Agreement. Fisher agrees to
consult exclusively with the Corporation during the term of this
Agreement.
4.
The Corporation shall pay to Fisher
an annual fee of Fifty Thousand Dollars ($50,000.00), payable in
accordance with the Corporation’s standard pay practices in
effect for all contractors of the Corporation during the term of
this Agreement (the “Annual Fee”). In addition to the
Annual Fee, Fisher shall be entitled to reimbursement for
reasonable business expenses incurred in delivering the Services,
including but not limited to auto mileage, travel and entertainment
expenses and the errors and omissions coverage currently provided
by the Corporation, as well as such other benefits as the parties
may agree upon. In the event of the death of Fisher during the term
of this Agreement, the Corporation shall be obligated to
pay