Exhibit
10.1


 


SHAREHOLDERS’
AGREEMENT


 


This
Shareholders’ Agreement (the “Agreement”) is
entered into as of December 13, 2005 by and among Erik D. Bolog, Michael
A. Postal, Joseph R. Schuble, Jr. and Steven M. Schuble (collectively, the
“Group”) and American Bank Holdings, Inc.
(the “Company”), a Delaware corporation and
the holding company for American Bank.


 


WHEREAS, the Group,
together with Howard J. Postal, has filed a Notice of Change In Control (the “Notice”) with the Office of Thrift Supervision (“OTS”) in connection with their proposed acquisition of a
substantial percentage of the outstanding shares of the common stock of the
Company;


 


WHEREAS,
the
Notice was filed with the OTS pursuant to the Change in Bank Control Act, 12
U.S.C. 1817(j) and the rules and regulations of the OTS promulgated
thereunder (“Applicable Law and Regulations”);


 


WHEREAS, the Board
of Directors of the Company has determined that it is in the best interests of
the Company and all of its stockholders that the majority of the directors of
the Company not be members of the Group or persons who subsequently become or
are presumed to become members of the group or are acting in concert with
members of the Group or are presumed to be acting in concert with members of
the Group pursuant to Applicable Law and Regulations (the “Expanded
Group”); and


 


WHEREAS,
the
members of the Group desire to assure the Board of Directors and the
stockholders of the Company, in connection with their proposed acquisition of a
substantial percentage of the outstanding common stock of the Company, that
they have no intention to control the Company or its Board of Directors by
electing a majority of directors who are members of the Group or the Expanded
Group;


 


NOW,
THEREFORE, in consideration of these premises and
the mutual agreements below, the parties hereto agree as follows:


 


1.      Representations and Warranties of
the Group.   The Group hereby represents and warrants to the
Company, jointly and severally, as follows:


 


(i)     The Group members have set forth in Exhibit A
the number of shares of capital stock of the Company the Group members intend
to purchase pursuant to the community offering of the Company’s capital stock
pursuant to the registration statement on Form SB-2 declared effective by
the SEC on April 29, 2005 (collectively, the “Community Offering Stock”).


 


(ii)    The Group members have full and complete
authority to enter into this Agreement and to bind the entire number of shares
of Community Offering Stock. This Agreement constitutes a valid and binding
agreement of each member of the Group.


 


(iii)   There are no arrangements, agreements or
understandings between the members of the Group and the Company other than as
set forth in this Agreement.


 


2.      Representations and Warranties of
the Company.   The Company hereby represents
and warrants to each member of the Group , as follows:


 


(i)     The Company has full power and authority
to enter into and perform its obligations under this Agreement, and the
execution and delivery of this Agreement by the Company regarding the
consummation of the transactions contemplated hereby has been duly authorized
by the Board of Directors of the Company and requires no other Board of
Directors or stockholder action. This Agreement constitutes a valid and binding
obligation of the Company and the performance of its terms shall not constitute
a violation of its certificate of incorporation or bylaws.


 





















 


(ii)    There are no arrangements, agreements or
understandings between the members of the Group and the Company other than as set
forth in this Agreement.


 


3.      Covenants of the Group.  
Each Group member covenants and agrees that during the term of this Agreement:


 


(i)     Except for open market transactions
through a broker, they shall not hereafter transfer or sell, or offer or agree
to transfer or sell, directly or indirectly, where they have knowledge that the
buyer will beneficially own more than 9.99% of the Company’s shares, beneficial
ownership of, or the right to vote any shares of Community Offering Stock
except with the express approval of the Board of Directors of the Company,
which approval shall not be unreasonably withheld. It is the intent of the
parties hereto that the Group member’s shares of Community Offering Stock may
not be transferred or sold if the Company’s Board of Directors reasonably
believes it likely that any person or group or affiliates of such person or
group acquiring such shares would, after such acquisition, beneficially own
more than 9.99% of the Company’s shares. Notwithstanding the above, this subparagraph
(i) shall not apply if the transferee(s) expressly agree, in writing,
to be bound by the terms of this Agreement.


 


(ii)    (a) In the event that a proposal is
properly introduced for consideration at a meeting of the Company’s
stockholders and such proposal is not approved by the Company’s Board of
Directors, then each member of the Group shall have the right, at their
discretion, to vote an amount of shares of Community Offering Stock in favor of
such proposal, as applicable, equal to the total shares of Community Offering
Stock held by such member multiplied by the following fraction:


 


The
number of shares, other than Community Offering Stock, voted in favor of the
proposal


 


The
total number of shares, excluding the Community Offering Stock, voted with
respect to such proposal


 


(b) In
the event that a proposal is brought before the stockholders for a vote and is
approved by the Board of Directors but not approved by a member of the Group
seeking to vote his shares of Community Offering Stock, then each member of the
Group shall have the right, at their discretion, to vote an amount of shares of
Community Offering Stock against such proposal equal to the total shares of
Community Offering Stock held by such member multiplied by the following
fraction:


 


The number of shares, other than
Community Offering Stock, voted against the proposal


 


The
total number of shares, excluding the Community Offering Stock, voted with
respect to such proposal


 


(c) The
provisions of subparagraph (ii)(a) and (ii)(b) shall not apply: (1) to
a properly introduced proposal involving the sale or merger of the Company, the
solicitation of bids or the hiring of an investment banker to explore methods
to maximize shareholder value or similar proposals, the hiring of an investment
banker, or the establishment of a committee or other mechanism to explore the
Company’s strategic options; or (2) if the Group or Expanded Group has
fewer than forty percent (40%) of the members of the Board of Directors of the
Company, unless such percentage being below forty percent (40%) is caused by
the resignation of a member of the Group or the Expanded Group.


 


(iii)   They shall not vote their respective
shares of Community Offering Stock 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, unless the Group or Expanded Group
represents fewer than forty percent (40%) of the members of the Board of
Directors of the Company, unless such percentage being below forty percent
(40%) is caused by the resignation of a member of the Group or the Expanded
Group. The provisions of this subparagraph (iii) shall not apply if the
nominees, if elected, and members of the Board of


 





















 


Directors
constituting members of the Group or the Expanded Group would constitute less
than a majority of the members of the Board of Directors.


 


(iv)   They shall not
deposit any Community Offering Stock in a voting trust or subject any shares of
Community Offering Stock to a voting agreement or other arrangement of similar
effect.


 


(v)    (a) If at any time, any member of
the Group or the Group as a whole proposes to transfer (other than a pledge)
shares of Community Offering Stock representing more than 9.99% of the
outstanding capital stock of the Company, in any one transaction or series of
transactions, to any one person or entity or group of persons acting in concert
(any such transfer, a “Disposition”), then
such stockholder (the “Disposing Stockholder”),
shall, at least 40 days prior to the consummation of the
Disposition, give written notice (a “Disposition
Notice”) to the Company describing the terms and conditions of the
Disposition in reasonable detail, including the proposed price per share, the
method of payment, the anticipated closing date and the identity of the
proposed purchaser, and stating that each of the other stockholders may elect
to participate in such Disposition at the same price per share of capital stock
as that offered to the Disposing Stockholder and on other terms consistent with
the rights and preferences of the capital stock set forth in the Company’s
certificate of incorporation.


 


(b) Within
20 days of its receipt of a Disposition Notice, the Company shall notify all
stockholders of their rights to sell pursuant to this Agreement. The election
pursuant to Subsection v(a) above shall be
exercised by written notice to the Company from stockholders, on a form
provided by the Company, given within 20 days after notice by the Company is
mailed to stockholders. If any Stockholder gives notice of its election to
sell, it shall be obligated to sell to the proposed purchaser the capital stock
specified in its notice upon the terms and subject to the conditions specified
in the Disposition Notice and the Company’s letter to stockholders, conditional
upon the closing of the Disposition.


 


(c) If
the purchaser pursuant to the Disposition has a specified limited number of
shares of capital stock which it is willing to purchase in the aggregate, each
of the other stockholders shall have the right to sell to the purchaser up to
that number of shares of capital stock owned by such other stockholder which is
in the same proportion to its total ownership of capital stock as the number of
shares of the capital stock being sold by the Disposing Stockholder is to the
Disposing Stockholder’s total ownership of capital stock.


 


(d) If
any other stockholder does not elect to sell the full number of shares of
capital stock which such stockholder is entitled to sell pursuant to this Section v,
or if the aggregate number of shares of the capital stock which the other
stockholder and any other stockholders of the Company are entitled to sell is
less than the number of shares of the capital stock which the purchaser is
willing to purchase, the remaining other stockholders shall be entitled to sell
additional shares of capital stock pro rata (as described in Subsection v(c) above)
the number of shares of capital stock owned by each of them to make up the
aggregate number of shares of capital stock the purchaser is willing to
purchase.


 


(vii)  Nothing contained in this paragraph 3
shall prevent a member of the Group or the Expanded Group who currently serves
as a director of the Company, or who may serve in the future as a director of
the Company, from the proper exercise of his or her fiduciary duties as a
director, as advised by counsel.


 


4.      Agreement of the Company.


 


(a)    With respect to the Notice filed with the
OTS by the members of the Group and any other governmental or regulatory
approval required to be obtained by the members of the Group in connection with
their purchase of the Community Offering Stock, the Company agrees to support
the acquisition by the members of the Group and not to object to the members of
the Group acquiring the Community Offering Stock.


 





















 


(b)    The Company agrees that Joseph R. Schuble, Jr.
and Howard J. Postal will be nominated for election as directors at the 2006
Annual Meeting of Shareholders of the Company.


 


5.      Remedies.   The
Company and the members of the Group acknowledge and agree that a breach or
threatened breach by either party may give rise to irreparable injury
inadequately compensable in damages, and accordingly each party shall be
entitled to injunctive relief to prevent a breach of the provisions hereof and to
enforce specifically the terms and provisions hereof, in addition to any other
remedy to which such aggrieved party may be entitled to at law or in equity.
Any such injunctive relief shall be obtained in accordance with JAMS
Arbitration Rules & Procedures.


 


6.      Arbitration.   Any
controversy, dispute or claim arising out of or relating to this Agreement or
breach thereof shall first be settled through good faith negotiation. If the
dispute cannot be settled through negotiation, the parties agree to attempt in
good faith to settle the dispute by mediation administered by JAMS. If the
parties are unsuccessful at resolving the dispute through mediation, the
parties agree to arbitration administered by JAMS pursuant to its Arbitration Rules &
Procedures and subject to JAMS Policy on Minimum Standards of Procedural
Fairness. Judgment on the Award may be entered in any court having
jurisdiction.


 


7.      Term.   The
provisions of paragraph 4 shall become effective upon execution of this
Agreement. The remaining provisions of this Agreement shall become effective
upon the approval or order of non-objection of the Notice by the OTS and shall
remain in effect as long as the Group or Expanded Group remains in existence,
unless modified or terminated in writing by the Board of Directors of the
Company and the members of the Group or the Expanded Group.


 


8.      Severability.   If
any term, provision, covenant or restriction of this Agreement is held by any
governmental or regulatory authority or a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.


 


9.      Successors and Assigns.  
This Agreement shall be binding upon and shall inure to the benefit of and be
enforceable by the successors, assigns and transferees, by operation of law, of
the parties.


 





















 


IN
WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.


 


 


	
  Signature:

  	
  /s/ Erik D.
  Bolog

  	
   

  
	
   

  	
  Erik D.
  Bolog

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Michael
  A. Postal

  	
   

  
	
   

  	
  Michael A.
  Postal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Joseph
  R. Schuble, Jr.

  	
   

  
	
   

  	
  Joseph R.
  Schuble, Jr.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Steven
  M. Schuble

  	
   

  
	
   

  	
  Steven M.
  Schuble

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  American
  Bank Holdings, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joseph
  R. Schuble, Jr.

  	
   

  
	
  Name:

  	
  Joseph R. Schuble, Jr.

  	
   

  
	
   

  	
  Chairman, Board of Directors