Exhibit 10.1
SHAREHOLDER
AGREEMENT
This SHAREHOLDER AGREEMENT (“
Agreement ”) is made as of November 14, 2005,
between Susquehanna Bancshares, Inc., a Pennsylvania corporation
(“ Parent ”), and the undersigned shareholder
(“ Shareholder ”) of Minotola National Bank, a
national banking association (the “ Bank
”).
RECITALS:
WHEREAS, concurrently with the
execution and delivery of this Agreement, Parent, Susquehanna
Patriot Bank, a New Jersey state-chartered bank and wholly owned
subsidiary of Parent (“ SPB ”), and the Bank are
entering into an Agreement of Plan of Merger of even date herewith
(the “ Merger Agreement ”), pursuant to which
the Bank will be merged with and into SPB (the “
Merger ”);
WHEREAS, as of the date hereof,
Shareholder is the Beneficial Owner (as defined below) of Subject
Shares (as defined below); and
WHEREAS, in order to induce Parent
and SPB to enter into the Merger Agreement, Shareholder has agreed
to enter into this Agreement.
NOW, THEREFORE, in consideration of
the foregoing premises and of the covenants and agreements set
forth herein and in the Merger Agreement, and intending to be
legally bound hereby, the parties agree as follows:
1. Definitions .
(a) “ Beneficially Own
” or “ Beneficial Owner ” with respect to
any securities means having “beneficial ownership” as
determined pursuant to Rule 13d-3 under the Securities Exchange Act
of 1934, as amended.
(b) “ Bank Capital
Stock ” means shares of common stock, par value $70.00
per share, of the Bank.
(c) “ Bank Options and
Other Rights ” means options, warrants and other rights
to acquire, directly or indirectly, shares of Bank Capital
Stock.
(d) “ Expiration Date
” means the earlier to occur of (i) the Effective Time
(as defined in the Merger Agreement) or (ii) the date on which
the Merger Agreement is terminated pursuant to its
terms.
(e) “ Subject Shares
” means (i) all shares of Bank Capital Stock
Beneficially Owned by Shareholder as of the date of this Agreement;
and (ii) all additional shares of Bank Capital Stock of which
Shareholder acquires Beneficial Ownership during the period from
the date of this Agreement through the Expiration Date.
2. Voting .
(a) Shareholder hereby agrees that,
prior to the Expiration Date, at any meeting of the shareholders of
the Bank, however called, and in any written action by consent of
shareholders of the Bank, unless otherwise directed in writing by
Parent, Shareholder shall cause to be counted as present thereat
for purposes of establishing a quorum and shall vote, or cause to
be voted, any and all Subject Shares Beneficially Owned by
Shareholder as of the record date of such meeting or written
consent:
(i) in favor of the Merger, the
execution and delivery by the Bank of the Merger Agreement and the
adoption and approval of the Merger Agreement and the terms
thereof, in favor of each of the other actions contemplated by the
Merger Agreement and in favor of any action in furtherance of any
of the foregoing;
(ii) against any action or agreement
that would result in a breach of any representation, warranty,
covenant or obligation of the Bank in the Merger Agreement;
and
(iii) against the following actions
(other than the Merger and the transactions contemplated by the
Merger Agreement): (A) any extraordinary corporate
transaction, such as a merger, consolidation or other business
combination involving the Bank or any subsidiary of the Bank;
(B) any sale, lease, sublease, license, sublicense or transfer
of a material portion of the rights or other assets of the Bank or
any subsidiary of the Bank; (C) any reorganization,
recapitalization, dissolution or liquidation of the Bank or any
subsidiary of the Bank; (D) any change in the individuals who
serve as members of the board of directors of the Bank;
(E) any amendment to the Bank’s articles of association
or bylaws; (F) any material change in the capitalization of
the Bank or the Bank’s corporate or banking association
structure; and (G) any other action which is intended, or
could reasonably be expected, to impede, interfere with, delay,
postpone, discourage or adversely affect the Merger or any of the
other transactions contemplated by the Merger Agreement or this
Agreement.
(b) Prior to the Expiration Date,
Shareholder shall not enter into any agreement or understanding
with any Person to vote or give instructions in any manner
inconsistent with clause “(i),” clause
“(ii)” or clause “(iii)” of
Section 2(a).
(c) Shareholder hereby waives and
agrees not to exercise any applicable “dissenters’
rights” under the National Bank Act or any other applicable
law with respect to the Subject Shares in connection with the
Merger and the Merger Agreement.
(d) This Agreement shall apply to
Shareholder solely in Shareholder’s capacity as a shareholder
of the Bank. Nothing in this Agreement shall prevent Shareholder
from acting in Shareholder’s capacity as a director or
officer of the Bank or in any other capacity.
3. Grant of Proxy; Appointment of
Proxy .
(a) In furtherance of the
transactions contemplated hereby and by the Merger Agreement, and
in order to secure the performance by Shareholder of
Shareholder’s duties under this Agreement, Shareholder,
concurrently with the execution of this Agreement, shall
execute,
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in accordance with the provisions of applicable
law, and deliver to Parent an irrevocable proxy, substantially in
the form of Annex A hereto, and irrevocably appoint Parent or its
designees, with full power of substitution, Shareholder’s
attorney and proxy to vote, or, if applicable, to give consent with
respect to, all of the Subject Shares Beneficially Owned by
Shareholder as of the record date of such vote or consent in
respect of any of the matters set forth in, and in accordance with
the provisions of, Section 2(a) (the “ Proxy
”).
(b) Shareholder understands and
acknowledges that Parent is entering into the Merger Agreement in
reliance upon such Proxy. Shareholder hereby affirms that the Proxy
set forth in this Section 3 is given to secure the performance
of the duties of Shareholder under this Agreement. Shareholder
hereby affirms that the irrevocable proxy is coupled with an
interest and may under no circumstances be revoked. Shareholder
hereby ratifies and confirms all that such irrevocable proxy may
lawfully do or cause to be done by virtue hereof.
(c) Shareholder hereby revokes any
and all prior proxies or powers of attorney given by Shareholder
with respect to the voting of the Subject Shares and agrees not to
grant any subsequent proxies or powers of attorney with respect to
the voting of the Subject Shares until the Expiration
Date.
(d) Shareholder shall, at
Shareholder’s own expense, perform such further acts and
execute such further proxies and other documents and instruments as
may reasonably be required to vest in Parent the power to carry out
and give effect to the provisions of this Agreement.
4. Covenants of Shareholder .
The Shareholder covenants and agrees for the benefit of Parent
that, until the Expiration Date, Shareholder will not:
(a) sell, transfer, pledge,
hypothecate, encumber, assign, tender or otherwise dispose of, or
enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge,
hypothecation, encumbrance, assignment, tender or other disposition
of, (i) any Subject Shares or any interest therein, or
(ii) any Bank Options and Other Rights or any interest
therein; provided , however , that Shareholder may
convert, exercise or exchange Bank Options and Other Rights into or
for shares of Bank Capital Stock in which event such shares of
Capital Stock shall become and be deemed Subject Shares subject to
all the terms and conditions of this Agreement;
(b) other than the Proxy, grant any
powers of attorney or proxies or consents in respect of any of the
Subject Shares, deposit any of such Subject Shares into a voting
trust, or enter into a voting agreement with respect to any of such
Subject Shares; and
(c) take any other action with
respect to the Subject Shares that would in any way restrict, limit
or interfere with the performance of Shareholder’s
obligations hereunder or the transactions contemplated hereby and
the Merger Agreement.
5. Representations and Warranties
of Shareholder . Shareholder represents and warrants to Parent
as follows:
(a) As of the date of this Agreement
and at all times through the Expiration Date:
(i) Shareholder is and will be the
Beneficial Owner (free and clear of any encumbrances or
restrictions) of the outstanding shares of Bank Capital Stock set
forth under the heading “Shares of Bank Capital Stock
Beneficially Owned”, on the signature page hereof.
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(ii) Shareholder is and will be the
Beneficial Owner (free and clear of any encumbrances or
restrictions) of the outstanding Bank Options and Other Rights set
forth under the heading “Bank Options and Other Rights
Beneficially Owned” on the signature page hereof (except to
the extent that such Bank Options and Other Rights are converted
into, exercised or exchanged for shares of Bank Capital Stock);
and
(iii) Shareholder does not directly
or indirectly Beneficially Own any shares of Bank Capital Stock or
Bank Options or Other Rights or other securities of the Bank, other
than the shares of Bank Capital Stock and Bank Options and Other
Rights set forth on the signature page hereof.
(b) Shareholder has a
