**Exhibit10**

 

**Standstill Agreement**

 

This StandstillAgreement (this “Agreement”) is entered into by and among American Bank ofRockville, Maryland, a federal savings bank (“American Bank”), American BankHoldings, Inc., a Delaware corporation (“ABH”), and Marilyn L. and Barrett R.Rochman (together, “Rochman”), on this 25th day of April, 2003.

 

WHEREAS, as an inducement to the parties releasingclaims that they may have against the other party or parties in connection withthe exercise of Marilyn L. Rochman’s dissenter’s rights in connection with thatcertain Plan of Merger and Reorganization, dated as of January 6, 2003, by andamong ABH, American Bank and American Interim Bank (the “Dissenter’s Rights”),the parties are entering into this Agreement.

 

WHEREAS, Marilyn L. Rochman has agreed to sell 170,000shares of common stock of ABH to Joseph R. Schuble (the “Stock Sale”).

 

NOW THEREFORE, in consideration of the mutual promisesand agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiencyof which is hereby acknowledged, and intending to be legally boundhereby, the parties agree as follows:

 

**1.**                                                                                      **Release.**

 

AmericanBank and ABH, on the one hand, and Rochman on the other, do each hereby remise, release, and foreverdischarge, and by these presents do, for themselves and their, predecessors,successors and assigns, remise, release and forever discharge the other partieshereto of and from any and allactions, claims, debts, demands, damages, liabilities, suits, and causes ofaction of whatsoever kind and nature, presently known or unknown, forany compensatory damage, punitive damage, statutory damage, costs, debts,obligations, or any other liability whatsoever arising from or relating to theexercise of the Dissenter’s Rights.

 

**2.****                                                                                      Representations and warranties of Rochman.**

 

a.                                       Rochmanhas beneficial ownership of 199,270 shares of common stock of ABH or shares offormerly outstanding common stock of American Bank, and has full and completeauthority to enter into this Agreement. This Agreement constitutes a valid and binding agreement of Rochman.

 

b.                                      Thereare no arrangements, agreements or understandings among Rochman, ABH orAmerican Bank, other than as set forth in this Agreement.

 

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**3.****                                                                                      Representations and Warranties of ABH andAmerican Bank.**

 

ABH and American Bankhave full and complete authority to enter into this Agreement and thisAgreement constitutes a valid and binding agreement of ABH and American Bank.

 

**4.****                                                                                      Restrictions on Additional Purchase of Shares.**

 

For a period of two yearsfrom the date of this Agreement, unless waived in writing by ABH, Rochmanagrees not to, directly or indirectly, through one or more transactions oracting in concert with one or more persons or companies or otherwise: (i)acquire, offer to acquire, or agree to acquire, by purchase or otherwise, morethan 3.00% of the outstanding voting securities of ABH, which includes anydirect or indirect rights to acquire any voting securities of ABH, or (ii) fileany application or notice with any applicable bank regulatory authority,including but not limited to the Office of Thrift Supervision, to acquireadditional shares of equity capital of ABH.

 

**5.****                                                                                      Overall Limitations on Sales and Sales Pursuantto Tender Offers.**

 

Except for the StockSale, for a period of two years from the date of this Agreement, Rochman agreesthat he knowingly will not offer, sell, or transfer any shares of ABH common****stockto any person or company or persons or companies acting in concert who then or,as a result of such sale or transfer, would, directly or indirectly,beneficially own or control, or hold proxies (revocable or irrevocable) oroptions for, more than 5% of the outstanding shares of ABH common stock, exceptwith the prior written approval of the ABH Board of Directors.

 

**6.****                                                                                      Nonsolicitation.**

 

Until the secondanniversary of the date of this Agreement, Rochman shall not, without ABH’sprior written consent:

 

(a)                                  make,or in any way participate, directly or indirectly, in any “solicitation” of“proxies” to vote (as such terms are used in the rules of the Securities andExchange Commission), or seek to advise or influence any person or entity withrespect to the voting of any securities of ABH;

 

(b)                                 makeany public announcement with respect to ABH, or submit a proposal for, or offerof (with or without conditions) any extraordinary transaction involving ABH, orits securities or assets; or

 

(c)                                  form,join or in any way participate in a group deemed to be a “person” underSection 13(d)(3) of the Securities Exchange Act of 1934, as amended inconnection with any of the foregoing.

 

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**7.**                                                                                      **Acknowledgement of ABH.**

 

ABH acknowledges thatthis Agreement does not restrict the manner in which Rochman may vote hisshares of stock of ABH that he owns as of the date of this Agreement, or thathe may purchase in the future, in accordance with the terms of this Agreement.

 

**8.****                                                                                      General Provisions.**

 

(a)                                  ThisAgreement shall be governed by and construed and enforced in accordance withthe laws of the state of Maryland.

 

(b)                                 ThisAgreement contains the full and complete understanding of the parties withrespect to the subject matter hereof, and supersedes all prior representationsand understandings, whether oral or written.

 

(c)                                  Ifany provision of this Agreement is invalid or unenforceable under applicablelaw, then that provision shall be enforced to the maximum extent possible andthe remaining provisions shall remain in full force and effect.

 

(d)                                 ThisAgreement shall be binding on the parties and their respective successors andassigns.

 

(e)                                  ThisAgreement may be executed in any number of counterparts and by the partieshereto in separate counterparts, each of which when so executed shall be deemedto be an original and all of which taken together shall constitute one and thesame document.

 

(f)                                    Allnotices and other communications hereunder shall be in writing and shall bedeemed given when delivered personally, or on the following business day afterbeing sent by overnight courier (with delivery confirmation) with a nationallyrecognized courier service such as Federal Express, addressed to American Bank,ABH and Rochman as follows:

 

(i)                                   ifto American Bank, to:

 

American Bank

1211 Plum Orchard Drive,Suite 300

Silver Spring, Maryland20904

Attn: Phillip C. Bowman

 

With a copy (whichshall not constitute notice) to:

 

Hogan &Hartson L.L.P.

555 ThirteenthStreet, N.W.

Washington, DC20004

Attn: Stuart G.Stein, Esq.

 

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(ii)                                ifto American Bank Holdings, Inc., to:

 

American Bank Holdings,Inc.

1211 Plum Orchard Drive,Suite 300

Silver Spring, Maryland20904

Attn: Phillip C. Bowman

 

With a copy (whichshall not constitute notice) to:

 

Hogan &Hartson L.L.P.

555 ThirteenthStreet, N.W.

Washington, DC20004

Attn: Stuart G.Stein, Esq.

 

(iii)                             if toRochman, to:

 

31 Homewood

Carbondale, Illinois62901

Attn: Barrett R. Rochman

 

With a copy (whichshall not constitute notice) to:

 

Krieg DeVault LLP

One Indiana Square, Suite2800

Indianapolis, Indiana46204

Attn: Nicholas J. Chulos,Esq.

 

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IN WITNESSWHEREOF, the parties hereto, through their duly authorized officers, haveexecuted this Agreement as of the date first above written.

 
|                                                           | AMERICAN BANK                 |
|----------------------------------------------------------------|-------------------------------|
|                                                           |                          |
|                                                           |                          |
|                                                           | By:                           | /s/ P. C. Bowman |
|                                                           |                          | Name: Phillip C. Bowman |
|                                                           |                          | Title:  President |
|                                                           |                          |
|                                                           | AMERICAN BANK HOLDINGS,  INC. |
|                                                           |                          |
|                                                           |                          |
|                                                           | By:                           | /s/ P.C. Bowman |
|                                                           |                          | Name: Phillip C. Bowman |
|                                                           |                          | Title:  President |
|                                                           |                          |
|                                                           |                          |
| Agreed to and accepted  as of  the date first set forth above: |                          |
|                                                           |                          |
|                                                           |                          |
|                                                           | /s/ Barrett Rochman           |
|                                                           | Barrett Rochman               |
|                                                           |                          |
|                                                           |                          |
|                                                           | /s/ Marilyn Rochman           |
|                                                           | Marilyn Rochman               |

 

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