Exhibit 2.2
(C)(1)
SHAREHOLDER’S
AGREEMENT
THIS SHAREHOLDER’S
AGREEMENT (
“Agreement” ), dated as of May 28, 2008 is
entered into by and between Central Valley Community Bancorp, a
California corporation and registered bank holding company under
the Federal Bank Holding Company Act ( “CVCB” ),
Service 1 st Bancorp, a California corporation and
registered bank holding company under the Federal Bank Holding
Company Act (“ Bancorp ”), and the
undersigned shareholder and officer and/or director of Bancorp (
“Shareholder” ).
RECITALS
A.
CVCB, Central Valley
Community Bank, a California banking corporation ( “CVC
Bank” ), Bancorp, and Service 1 st Bank, a
California banking corporation ( “Bank” ),
entered into that certain Reorganization Agreement and Plan of
Merger dated as of May 28, 2008 (the “Reorganization
Agreement” ). Pursuant to the Reorganization
Agreement, Bancorp shall be merged with CVCB and Bank will be
merged into CVC Bank ( “Merger” ).
B.
Shareholder is a member of
the Board of Directors and/or an executive officer of Bancorp
and/or Bank and owns shares of the common stock, no par value, of
Bancorp ( “Bancorp Stock” ).
C.
Shareholder is willing to
agree to vote or cause to be voted all shares of Bancorp Stock with
respect to which Shareholder has voting power on the date hereof or
hereafter acquired to approve the Reorganization Agreement and the
transactions contemplated thereby and all requisite matters related
thereto.
D.
Shareholder is willing to
agree to not compete with, use trade secrets or solicit customers
or employees of CVCB, CVC Bank, Bancorp or Bank as set forth in
this Agreement.
E.
Unless otherwise provided
in this Agreement, capitalized terms shall have the meanings given
to them in the Reorganization Agreement. In addition, the
term “director” shall include advisory directors, if
any, and the term “directorship” shall include advisory
directorships, if any.
NOW
THEREFORE, in consideration of the premises and of the respective
representations, warranties and covenants, agreements and
conditions contained herein and in the Reorganization Agreement,
and intending to be legally bound hereby, CVCB and Shareholder
agree as follows:
ARTICLE I
DIRECTOR/OFFICER-SHAREHOLDER’S
AGREEMENT
1.1
Agreement to
Vote. Shareholder shall vote,
or cause to be voted, at any meeting of shareholders of Bancorp to
approve the Reorganization Agreement and the transactions
contemplated thereby (the “Shareholders’
Meeting” ), all of the shares of Bancorp Stock over which
Shareholder has voting authority (the “Shares”
), as of the record date established to
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determine shareholders who have the right to
vote at any such Shareholders’ Meeting or to give consent to
action in writing (the “Record Date” ), to
approve the Reorganization Agreement, the Agreement of Merger and
the transactions contemplated thereby, including the principal
terms of the Merger.
1.2
[Intentionally Omitted.]
1.3
Restrictions on
Dispositions. Shareholder agrees
that, from and after the date of this Agreement and during the term
of this Agreement, he or she will not take any action that will
adversely affect his or her ability to comply with the obligations
imposed by this Agreement to vote the Shares, except (i) with
the prior written consent of CVCB or (ii) to change such right
from that of a shared right of Shareholder to vote the Shares to a
sole right of Shareholder to vote the Shares. Without
limiting the generality of the foregoing, Shareholder shall take no
actions that will reduce the number of Shares held by Shareholder
as of the date hereof.
1.4
Shareholder Approval.
Shareholder shall (i) recommend
shareholder approval of the Reorganization Agreement, the Agreement
of Merger and the transactions contemplated thereby by the Bancorp
shareholders at the Shareholders’ Meeting and
(ii) advise the Bancorp shareholders to reject any subsequent
proposal or offer received by Bancorp relating to any purchase,
sale, acquisition, merger or other form of business combination
involving Bancorp or any of its assets, equity securities or debt
securities and to proceed with the transactions contemplated by the
Reorganization Agreement; provided, however, that Shareholder shall
not be obligated to take any action specified above if the Board of
Directors of Bancorp is advised in writing by outside legal counsel
that, in the exercise of his or her fiduciary duties, a director of
Bancorp should not take such action.
1.5
Noncompetition.
Other than serving as a director, executive
officer or shareholder of CVCB or its subsidiaries, for a period of
twenty-four (24) months after the Effective Time of the Merger,
Shareholder agrees not to, without the prior written consent of
CVCB, own any shares of, organize, or otherwise be connected as an
officer, director, employee, principal, agent or consultant to any
financial institution (or any company directly or indirectly
controlled by, in control of or in common control with a financial
institution), other than CVCB or its subsidiaries, whose deposits
are insured by the Federal Deposit Insurance Corporation that has
its head offices or a branch office within San Joaquin County,
California. Attached hereto as Schedule 1.5 , if any,
is a true, complete and accurate list of (i) all direct or
indirect ownership interests of Shareholder in financial
institutions other than Bancorp or Bank (“ Existing Bank
Stock Ownership ”), and (ii) all consulting services
previously performed by Shareholder for financial institutions
other than Bancorp or Bank (“ Previously Performed
Consulting Services ”). The parties acknowledge and
agree that, notwithstanding anything in this Section 1.5 or in
Section 2.4 to the contrary, (x) the continued ownership
of the Existing Bank Stock Ownership (but no additions thereto) and
the future provision of Previously Performed Consulting Services
shall not violate the prohibitions set forth in this
Section 1.5 or in Section 2.4, (y) the direct or
indirect ownership of up to five percent (5%) of any class of
securities of a financial institution, or company that controls a
financial institution, shall not violate the prohibitions set forth
in this Section 1.5 provided that the main office of such
financial institution is not located in San Joaquin County,
California, and (z) with respect to a financial
institution
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with its main office located in San Joaquin
County, California, the direct or indirect ownership of up to the
lesser of ten thousand (10,000) shares or five percent (5%) of any
class of securities, shall not violate the prohibitions set forth
in this Section 1.5.
1.6
Stock Options . Shareholder shall not
exercise, and Company shall not permit Shareholder to exercise, any
stock options granted by Company or Company Bank to Shareholder
(“ Shareholder Stock Options ”).
Immediately prior to the Effective Time, the vesting of Shareholder
Stock Options shall accelerate and Company shall purchase each
outstanding and unexercised Shareholder Stock Option for an amount
equal to the value of the Per Share Merger Consideration (using the
Parent Determination Price to value the Per Share Stock Component)
less the exercise price in respect of each such Shareholder Stock
Option; provided, however, that Shareholder acknowledges and agrees
that a portion of the amount payable hereunder shall be placed into
and subject to the Escrow contemplated by Section 4.10 of the
Reorganization Agreement (the contents of which are hereby
incorporated herein by reference). Except as specifically set
forth in this Section 1.6, as of the Effective Time,
(i) all Shareholder Stock Options and the agreements under
which they were granted are hereby terminated,
(ii) Shareholder waives all rights in and to the Shareholder
Stock Options and the agreements under which they were granted, and
(iii) Shareholder forever releases and discharges Company,
CVCB and their respective parents, subsidiaries, affiliates,
successors, assigns, officers, directors, employees, agents,
attorneys, and representatives, from any and all causes of action,
judgments, liens, indebtedness, damages, claims, liabilities,
demands, and causes of action of whatever kind or nature, whether
known or unknown, suspected or unsuspected, that Shareholder has or
may have against Company, CVCB or any of their respective parents,
subsidiaries, affiliates, successors, assigns, officers, directors,
employees, agents, attorneys and representatives relating to,
arising from or in connection with the Shareholder Stock
Options.
1.7
Rule 144 . Shareholder
acknowledges that upon receipt of the no par value per share common
stock of CVCB (“ CVCB Common Stock ”) in
connection with the Merger, his or her status as a director,
officer or shareholder of Bancorp or CVCB may result in Shareholder
being deemed to be an affiliate of CVCB for purposes of
Rule 144 promulgated by the Securities and Exchange
Commission. Shareholder agrees to comply with any provisions
of Rule 144 that may be applicable to Shareholder.
ARTICLE II
CONFIDENTIAL INFORMATION.
2.1
Confidentiality.
Except as provided in Section 2.1 of this Agreement,
Shareholder agrees that during and after termination
of his or her directorship and/or employment with Bancorp, Bank,
CVCB or CVC Bank, as the case may be, he or she shall keep
Confidential Information (as defined below) confidential and shall
not directly or indirectly, use, divulge, publish or otherwise
disclose or allow to be disclosed any aspect of Confidential
Information without CVCB’s prior written consent;
“Confidential Information” includes but is not
limited to trade secrets, confidential information, knowledge or
data of Bancorp, Bank, CVCB or CVC Bank, or any of their clients,
customers, consultants, shareholders, licensees, licensors, vendors
or affiliates, that Shareholder may produce, obtain or otherwise
acquire or have access to during the course of his or her
directorship and/or employment by Bancorp, Bank, CVCB or CVC Bank
(whether before or after the dat
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