SETTLEMENT AGREEMENT AND
MUTUAL RELEASE
This Settlement Agreement and Mutual Release (the
“Agreement”), dated June 6, 2007, is entered into
by and between Yardville National Bancorp, Patrick M. Ryan,
George Muller, Martin Tuchman, F. Kevin Tylus, Christopher S.
Vernon, Robert Workman, James E. Bartolomei, Elbert G.
Basolis, Jr., Lorraine Buklad, Jay G. Destribats, Anthony M.
Giampetro, Sidney L. Hofing, Gilbert W. Lugossy, Samual D.
Marrazzo, and Louis R. Matlack (collectively
“YNB”) and Lawrence B. Seidman, Dennis Pollack,
and Seidman and Associates, LLC (collectively
“Seidman”) (collectively, YNB and Seidman are
referred to as the “Parties”);
WHEREAS, on or about March 3, 2006, Seidman
instituted a shareholder disenfranchisement lawsuit against
YNB with the Superior Court of New Jersey, Chancery Division,
Passaic County, under a matter entitled Seidman, et al. v.
Yardville National Bancorp, et al. (Docket No.
PAS-C-41-06) (the “Action”);
WHEREAS, on or about February 8, 2007, the Court
entered an Order of Judgment that resolved all the issues in
the case; and
WHEREAS, on or about February 9, 2007, Seidman
& Associates, LLC instituted a summary proceeding under
the caption Seidman, et al. v. Yardville National Bancorp,
et al. (Docket No. PAS-C-20-07) for a declaration to
require Yardville National Bancorp to hold its annual meeting
of shareholders on or before June 4, 2007;
WHEREAS, on or about March 21, 2007, the Court
entered an Order requiring Yardville National Bancorp to hold
its annual meeting of shareholders on or before July 12, 2007;
and
WHEREAS, on or about March 29, 2007, the Court
entered an Order Awarding Attorney’s Fees and Costs that
awarded Seidman certain fees and costs associated with the
Action; and
WHEREAS, YNB and Seidman filed appeals with the
Superior Court of New Jersey Appellate Division under Docket
Number A-004348-06-T5 to challenge the February 8
th Order and the March 29 th Order (the
“Appeal”); and
WHEREAS, the Parties now wish to amicably settle
and resolve all disputes and controversies relating to the
Action, the date for the 2007 Annual Meeting of Shareholders,
and the Appeal in order to avoid the uncertainty and costs
associated with on-going litigation; and
WHEREAS, the Parties have consulted with their
respective attorneys prior to executing this Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants set forth in this Agreement, the undersigned Parties
do hereby agree as follows:
1. Payment.
YNB agrees to pay Seidman the sum of One Hundred
Thousand Fifty-Three and 6/100 Dollars ($100,053.06) (the
“Settlement Payment”) within ten (10) days of
Seidman’s delivery of a fully executed copy of this
Agreement. The Settlement Payment is made in order to
settle all disputes, claims and controversies between the
Parties. Upon receipt of the Settlement Payment, Seidman
agrees to execute and file warrants to satisfy the monetary
judgments entered in the Action. The warrants shall only
satisfy the monetary portion of the judgments entered in Action and
not constitute a waiver of YNB’s ability to appeal paragraphs
4 and 6 of the February 8, 2007 Order entered in the Action.
2. Consent to Vacate the
March 21, 2007 Order . The Parties
agree to the entry of a Consent Order that shall be entered by the
Honorable Margaret M. McVeigh, P.J.Ch. which shall vacate the
Court’s March 21, 2007 Order that requires the 2007 annual
meeting of shareholders to take place on July 12,
2007. The Consent Order shall be prepared and submitted
to the Court by YNB’s counsel.
3. Resolution of the
Appeal. Seidman agrees that he will
withdraw the cross-appeal filed in the Appeal under Docket Number
A-004348-06-T5. YNB agrees that it will withdraw all
portions of its appeal, except its appeal of Paragraphs 4 and 6 of
the February 8, 2007 Order entered in the
Action. Seidman agrees not to oppose YNB’s appeal
of Paragraphs 4 and 6 of the Court’s February 8, 2007
Order. The Parties further agree that they will use
their best efforts to resolve the Appeal by jointly seeking to have
the Appellate Division enter an Order that vacates Paragraphs 4 and
6 of the February 8, 2007 Order entered in the
Action. In connection with the foregoing, in the event
that Seidman’s counsel is asked by YNB to attend any
conferences or otherwise provide services, YNB shall promptly
reimburse Seidman for the reasonable fees and expenses of his
counsel.
