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FORM OF
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of September __, 2000, by and among
Peoples Community Bancorp, Inc. (the "Acquiror"), a Delaware corporation, and
______________, a stockholder of Market Financial Corporation (the "Company"),
an Ohio corporation, (the "Stockholder").
WITNESSETH:
WHEREAS, the Acquiror and the Company have entered into an Agreement
and Plan of Reorganization, dated as of the date hereof (the "Agreement"), which
is being executed simultaneously with the execution of this Stockholder
Agreement and provides for, among other things, the merger of the Company with
and into the Acquiror (the "Merger"); and
WHEREAS, in order to induce the Acquiror to enter into the Agreement,
the Stockholder agrees to, among other things, vote in favor of the Agreement in
his or her capacity as a stockholder of the Company.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. OWNERSHIP OF ACQUIROR COMMON STOCK. The Stockholder represents and
warrants that the Stockholder has or shares the right to vote and dispose of the
number of shares of common stock of the Company, no par value per share
("Company Common Stock"), set forth opposite such Stockholder's signature
hereto.
2. AGREEMENTS OF THE STOCKHOLDER. The Stockholder covenants and agrees
that:
(a) such Stockholder shall, at any meeting of the Company's
stockholders called for the purpose, vote, or cause to be voted, all
shares of Company Common Stock in which such stockholder has the right
to vote (whether owned as of the date hereof or hereafter acquired),
except shares held in a fiduciary capacity, in favor of the Agreement
and the related Agreement of Merger between the Acquiror and the
Company dated as of the date hereof;
(b) except as otherwise expressly permitted hereby, such
Stockholder shall not, prior to the meeting of the Company's
stockholders referred to in Section 2(a) hereof or the earlier
termination of the Agreement in accordance with its terms, sell,
pledge, transfer or otherwise dispose of the Stockholder's shares of
Company Common Stock , except shares held in a fiduciary capacity, and
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(c) such Stockholder shall use his reasonable best efforts to
take or cause to be taken all action, and to do or cause to be done all
things, necessary, proper or advisable under applicable laws and
regulations to consummate and make effective this Stockholder
Agreement.
The Stockholder further agrees that the Company's transfer agent shall
be given an appropriate stop transfer order and shall not be required to
register any attempted transfer of shares of Company Common Stock, unless the
transfer has been effected in compliance with the terms of this Stockholder
Agreement.
3. SUCCESSORS AND ASSIGNS. A Stockholder may sell, pledge, transfer or
otherwise dispose of his shares of Company Common Stock, provided that, with
respect to any sale, transfer or disposition which would occur on or before the
meeting of the Company's stockholders referred to in Section 2(a) hereof, such
Stockholder obtains the prior written consent of the Acquiror and that any
acquiror of such Company Common Stock expressly agrees in writing to be bound by
the terms of this Stockholder Agreement.
4. TERMINATION. The parties agree and intend that this Stockholder
Agreement be a valid and binding agreement enforceable against the parties
hereto and that damages and other remedies at law for the breach of this
Stockholder Agreement are inadequate. This Stockholder Agreement may be
terminated at any time prior to the consummation of the Merger by mutual written
consent of the parties hereto and shall be automatically terminated in the event
that the Agreement is terminated in accordance with its terms.
5. NOTICES. Notices may be provided to the Company and the Stockholder
in the manner specified in Section 7.03 of the Agreement, with all notices to
the Stockholder being provided to them at the Company in the manner specified in
such section.
6. GOVERNING LAW. This Stockholder Agreement shall be governed by the
laws of the State of Ohio without giving effect to the principles of conflicts
of laws thereof.
7. COUNTERPARTS. This Stockholder Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same and each of
which shall be deemed an original.
8. HEADINGS AND GENDER. The Section headings contained herein are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Stockholder Agreement. Use of the masculine gender herein
shall be considered to represent the masculine, feminine or neuter gender
whenever appropriate.
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IN WITNESS WHEREOF, the Acquiror by a duly authorized officer, and the
Stockholder have caused this Stockholder Agreement to be executed as of the day
and year first above written.
PEOPLES COMMUNITY BANCORP, INC.
By:
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Name: Jerry D. Williams
Title: President and Chief Executive Officer
STOCKHOLDER NUMBER OF SHARES
(Does not include shares held in a fiduciary capacity)
OUTSTANDING OPTIONS UNVESTED RRP SHARES
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Signature
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Print or Type Name
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