Exhibit
10.1
SHAREHOLDER AGREEMENT
This Agreement
(“Agreement”) dated the 21 st day of September 2009, is made by and
among Philip J. Timyan and Riggs Qualified Partners, LLC (the
“Shareholders”), GS Financial Corp. (the
“Company”) and Guaranty Savings Bank (the
“Bank”).
RECITALS
WHEREAS, the Company, the Bank and the Shareholders have
agreed that it is in their mutual interests to enter into this
Agreement as hereinafter described.
NOW,
THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained
herein, and other good and valuable consideration, the parties
hereto mutually agree as follows:
1.
Representations and Warranties of the Shareholders.
The Shareholders hereby represent and warrant to the Company and
the Bank as follows:
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The
Shareholders have ownership of an aggregate amount of 59,024
shares of the Company’s common stock (“Common
Stock”) and have full and complete authority to enter into
this Agreement and to bind the entire number of shares of the
capital stock of the Company in which Shareholders have a
beneficial ownership interest to the terms of this Agreement;
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The
Shareholders have full power and authority to enter into and
perform the Shareholders obligations under this Agreement, and the
execution and delivery of this Agreement by the Shareholders have
been duly authorized. This Agreement constitutes a valid
and binding obligation of Shareholders, and the performance of its
terms shall not constitute a violation of any limited partnership
agreement, operating agreement, bylaws, or any agreement or
instrument to which either of the Shareholders is a party;
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There
are no other persons who, by reason of their personal, business,
professional or other arrangement with the Shareholders have
agreed, in writing or orally, explicitly or implicitly, to take any
action on behalf of or in lieu of the Shareholders that would be
prohibited by this Agreement; and
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There
are no arrangements, agreements or understandings between the
Shareholders and the Company and the Bank other than as set forth
in this Agreement.
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2.
Representations and Warranties of the Company and the
Bank. The Company and the Bank hereby represent and
warrant to the Shareholders as follows:
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The
Company and the Bank have full power and authority to enter into
and perform their obligations under this Agreement, and the
execution and delivery of this Agreement by the Company and the
Bank have been duly authorized by the Boards of Directors of the
Company and the Bank and requires no other Board of Directors or
shareholder action. This Agreement constitutes a valid
and binding obligation of the Company and the Bank, and the
performance of its terms does not constitute a violation of the
Articles of Incorporation or Bylaws of the Company and the Charter
and Bylaws of the Bank; and
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There
are no arrangements, agreements or understandings between the
Company, the Bank and the Shareholders other than as set forth in
this Agreement.
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During the term of this Agreement, the Company and the Bank
covenant and agree as follows:
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(i)
Consultation with Chairman. The Shareholders
shall have the opportunity to meet with the Chairman of the Boards
of the Company and the Bank, on a monthly basis, to discuss the
condition of the Company and the Bank. Such meetings may
be conducted either in-person in Louisiana, or telephonically, at
the Shareholders’ discretion, and shall last not more than
two hours in duration. One person shall represent the
Shareholders at these meetings. Upon the consent of the
Shareholders’ representative, the Company and the Bank may
provide a suitable substitute to the Chairman’s attendance at
this meeting.
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During the term of this Agreement, the Shareholders covenant and
agree as follows:
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(i)
Nominations or Shareholder Proposals . The
Shareholders will not initiate, propose or submit any shareholder
proposal to the Company, nor encourage or otherwise solicit or
induce or attempt to induce any other person to initiate, propose
or submit any shareholder proposal to the Company, unless such
action is supported by a majority of the Company’s Board of
Directors. The Shareholders will not seek election to,
or seek to place a representative or other affiliate or nominee on,
or induce or attempt to induce or encourage any other person to
nominate one or more persons to the Company’s Board of
Directors or seek removal of any member of the Company’s
Board of Directors unless such action is supported by a majority of
the Company’s Board of Directors. The Shareholders
will not:
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(i) join with
or assist any person or entity, directly or indirectly, in
opposing, or make any statement in opposition to, any proposal or
director nomination submitted by the Company’s Board of
Directors to a vote of the Company’s shareholders, or (ii)
join with or assist any person or entity, directly or indirectly,
in supporting or endorsing (including supporting, requesting or
joining in any request for a meeting of shareholders in connection
with), or make any statement in favor of, any proposal submitted to
a vote of the Company’s shareholders that is opposed by the
Company’s Board of Directors; or
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vote for any
nominee or nominees for election to the Board of Directors of the
Company other than those nominated or supported by the
Company’s Board of Directors or consent to become a nominee
for election as a director of the Company unless nominated or
supported by a majority of the Company’s Board of
Directors;
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(ii)
Board Nominees and Proposals. The Shareholders
hereby agree to vote all of the shares of Common Stock which the
Shareholders directly or indirectly beneficially own and have
voting power over in favor of (i) nominees to the Board of
Directors of the Company recommended by the board and (ii)
proposals submitted to the Company’s shareholders which have
been approved by a majority of the Company’s Board of
Directors, with the exception of any new stock compensation plans
or amendments to any existing stock compensation plans, other than
tax-qualified plans.
(iii)
Solicitations. The Shareholders will not solicit
proxies or written consents or assist or participate in any other
way, directly or indirectly, in any solicitation of proxies or
written consents, or otherwise become a “participant”
in a “solicitation,” or assist any
“participant” in a “solicitation” (as such
terms are defined in Instruction 3 of Item 4 of Schedule 14A and
Rule 14a-l of Regulation 14A, respectively, under the Securities
Exchange Act of 1934) in opposition to any recommendation or
proposal of the Company’s Board of Directors, or recommend or
request or induce or attempt to induce any other person to take any
such actions, or seek to advise, encourage or influence any other
person with respect to the voting of (or the execution of a written
consent in respect of) the Company’s Common Stock, or execute
any written consent in lieu of a meeting of the holders of the
Company’s Common Stock or grant a proxy with respect to the
voting of the capital stock of the Company to any person or entity
other than the Board of Directors of the Company;
(iv) No
Company Transaction Proposals. The Shareholders
will not (A) propose or seek to effect a merger, consolidation,
reca
