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AMENDMENT TO STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

AMENDMENT TO STOCK PURCHASE AGREEMENT | Document Parties: PEOPLES BANCORP INC/MD | KENNETH C. FISHER | FLEETWOOD, ATHEY, MACBETH & MCCOWN, INC You are currently viewing:
This Purchase and Sale Agreement involves

PEOPLES BANCORP INC/MD | KENNETH C. FISHER | FLEETWOOD, ATHEY, MACBETH & MCCOWN, INC

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Title: AMENDMENT TO STOCK PURCHASE AGREEMENT
Governing Law: Maryland     Date: 1/5/2007

AMENDMENT TO STOCK PURCHASE AGREEMENT, Parties: peoples bancorp inc/md , kenneth c. fisher , fleetwood  athey  macbeth & mccown  inc
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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.

 

WITNESS:

 

SELLER:

 

 

 

 

 

 

 

 

 

 

 

/s/ James S. Maffitt

 

/s/ Kenneth C. Fisher

(SEAL)

 

 

Kenneth C. Fisher

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PURCHASER:

 

 

 

 

 

 

 

 

PEOPLE’S BANCORP, INC.

 

 

 

 

 

/s/ James S. Maffitt

 

BY:

/s/ Thomas G. Stevenson

(SEAL)

 

 

 

Thomas Stevenson, President

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPANY:

 

 

 

 

 

 

 

 

FLEETWOOD, ATHEY, MACBETH & MCCOWN, INC.

 

 

 

 

 

 

 

 

 

 

/s/ James S. Maffitt

 

By:

/s/ Kenneth C. Fisher

(SEAL)

 

 

 

Kenneth C. Fisher, President

 

 

 

 


 

 

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


 
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