EXHIBIT
10.1
Exhibit D
Form of Voting
Agreement
T his Voting Agreement (this
“ Agreement ”) is entered into as of
December 31, 2004, among Centrue Financial Corporation
, a Delaware
corporation (“ Centrue Financial ”),
Illinois Community
Bancorp, Inc. , an Illinois corporation (“
ICB ”), and each of ICB’s directors and
executive officers who own voting stock of ICB (collectively
referred to in this Agreement as the “ Principal
Shareholders ,” and individually as a “
Principal Shareholder .”)
Recitals
A. As of the date hereof, each
Principal Shareholder is the owner of the number of shares of
ICB’s common stock, $0.01 par value per share (“ ICB
Common Stock ”), as is set forth opposite such Principal
Shareholder’s name on the signature page attached hereto and
such total number of shares represents approximately the percentage
of the issued and outstanding shares of ICB’s voting stock
that is also set forth thereon opposite such Principal
Shareholder’s name.
B. Centrue Financial is
contemplating the acquisition of ICB by means of a merger (the
“ Merger ”) of ICB with and into Community
Acquisition LLC, an Illinois limited liability company and a
wholly-owned subsidiary of Centrue Financial (“
Acquisition LLC ”), pursuant to an Agreement and Plan
of Merger dated of even date herewith (the “ Merger
Agreement ”).
C. Centrue Financial is
unwilling to expend the substantial time, effort and expense
necessary to implement the Merger, including applying for and
obtaining necessary approvals of regulatory authorities, unless all
of the Principal Shareholders enter into this Agreement.
D. Each Principal
Shareholder believes it is in his or her best interest as well as
the best interest of ICB for Centrue Financial to consummate the
Merger.
Agreements
In consideration of the foregoing
premises, which are incorporated herein by this reference, and the
covenants and agreements of the parties herein contained, and as an
inducement to Centrue Financial to enter into the Merger Agreement
and to incur the expenses associated with the Merger, the parties
hereto, intending to be legally bound, hereby agree as follows:
Section 1. Definitions;
Construction . All terms that are capitalized and used
herein (and are not otherwise specifically defined herein) shall be
used in this Agreement as defined in the Merger Agreement. The
parties hereby incorporate by this reference the principles of
construction set forth in Section 1.2 of the Merger
Agreement.
Section 2. Representations
and Warranties . Each Principal Shareholder represents and
warrants that as of the date hereof, he or she:
(a) owns beneficially
and of record the number of shares of ICB Common Stock as is set
forth opposite such Principal Shareholder’s name on the
signature page attached hereto, all of which shares are free and
clear of all liens, pledges, security interests, claims,
encumbrances, options, voting agreements, proxies, agreements to
sell and commitments of every kind (collectively, “
Encumbrances ”);
(b) has the sole, or
joint with any other Principal Shareholder, voting power with
respect to such shares of ICB Common Stock, and that he or she does
not own or hold any rights to acquire any additional shares of
ICB’s capital stock (by exercise of stock options or
otherwise) or any interest therein or any voting rights with
respect to any additional shares; and
(c) has all necessary
power and authority to enter into this Agreement and further
represents and warrants that this Agreement is the legal, valid and
binding agreement of such Principal Shareholder, and is enforceable
against such Principal Shareholder in accordance with its
terms.
Section 3. Voting
Agreement . Each Principal Shareholder hereby agrees that
at any meeting of ICB’s shareholders however called, and in
any action by written consent of ICB’s shareholders, such
Principal Shareholder shall vote all shares of ICB Common Stock now
or at any time hereafter owned or controlled by him or her:
(a) in favor of the
Merger and the other Contemplated Transactions as described in the
Merger Agreement, and any action or agreement that would reasonably
be expected to facilitate the Contemplated Transactions;
(b) against any
acquisition of any capital stock of ICB or the Bank through
purchase, merger, consolidation or otherwise, or the acquisition by
any method of a substantial portion of the assets of ICB or the
Bank, in any such case by any party other than Centrue Financial or
its Subsidiaries (an “ Acquisition Transaction
”);
(c) against any action
or agreement that would reasonably be expected to result in a
material breach of any covenant, representation or warranty or any
other obligation of ICB under the Merger Agreement; and
(d) against any action
or agreement that would reasonably be expected to impede or
interfere with the Contemplated Transactions, including any:
(i) change in ICB’s board of directors; (ii) change in
ICB’s present capitalization; or (iii) other material
change in ICB’s corporate structure or business, in each such
case except as otherwise agreed to in writing by Centrue
Financial.
Section 4. Additional
Covenants . Except as required by law, each Principal
Shareholder agrees that he or she will:
(a) not, and will not
permit any of his or her Affiliates, prior to the Effective Time to
sell, assign, transfer or otherwise dispose of, create an
Encumbrance with respect to, or permit to be sold, assigned,
transferred or otherwise disposed of, any ICB Common Stock owned of
record or beneficially by such Principal Shareholder, whether such
shares of ICB Common Stock are owned of record or beneficially by
such Principal Shareholder on the date of this Agreement or are
subse
