Exhibit 2.2
(C)(2)
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 the main office of such financial
institution is not located in San Joaquin County, California, and
(z) with respect to a financial institution with
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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. In addition, the parties
acknowledge and agree that, notwithstanding anything in this
Section 1.5 or in Section 2.4 to the contrary,
Shareholder may perform consulting services as an independent
contractor for organizers of de novo banks outside of San Joaquin
County, California upon the receipt of the written consent of CVCB
on a case-by-case basis (which consent shall not be unreasonably
withheld by CVCB).
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 p rior 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.
1.8
Termination of Employment Agreement
. Effective upon the Closing,
and without any further action by Shareholder, except for any
severance benefits payable in connection with the Merger under
Section 16(e) of that certain Employment Agreement
between Officer, Bancorp and Bank, dated July 15, 2004
(“ Employment Agreement ”), the Employment
Agreement shall terminate for all intents and purposes and be of no
further force or effect.
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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,
cons
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