Exhibit
10.2
SHAREHOLDER AGREEMENT
This Agreement
(“Agreement”) dated the 21 st day of September 2009, is made by and
among Martin S. Friedman and FJ Capital Long/Short Equity Fund 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 34,682
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)
Company Directorship. In connection with the
approval of this Agreement the Company may appoint Martin S.
Friedman to a class of directors of the Company for a term expiring
in 2011; provided however, that prior to such appointment,
Mr. Friedman must certify that he has satisfied all regulatory
conditions or requirements imposed by the Office of Thrift
Supervision.
(ii) Bank
Directorship. In the event that the Company
appoints Mr. Friedman to the Board of Directors of the Company, in
accordance with paragraph 3(a)(i) above, and Mr. Friedman accepts
such appointment, the Company as the sole shareholder of the Bank
shall elect Mr. Friedman to the Board of Directors at a special
meeting of the shareholders of the Bank called for such
purpose;
(iii)
Committees. For so long as Mr. Friedman is a
member of the Board of Directors of the Company, the Board of
Directors will appoint Mr. Friedman to the Audit Committee and the
Compensation Committee; and
(iv)
Compensation and Benefits. For so long as Mr.
Friedman is a member of the Board of Directors of the Company or
the Bank, Mr. Friedman shall be entitled to receive the
compensation and benefits available to directors of the Company and
the Bank.
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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 (other than with respect to the nomination of Mr.
Friedman) 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,
recapitalization, reorganization, sale, lease, exchange or other
disposition of substantially all the assets of, or other business
combination involving, or a tender or exchange offer for securities
of, the Company or the Bank or any material portion of the
Company’s or the
