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EXHIBIT 10.1
VOTING AGREEMENT
THIS VOTING
AGREEMENT (this "AGREEMENT") is entered into as of February 22,
2005, among PRINCETON NATIONAL BANCORP,
INC., a Delaware corporation
("PRINCETON"), SOMONAUK FSB BANCORP, INC.,
a Delaware corporation ("SBI"), and
each of SBI's directors and executive
officers who own voting stock of SBI
(collectively referred to in this Agreement
as the "PRINCIPAL STOCKHOLDERS," and
individually as a "PRINCIPAL
STOCKHOLDER.")
RECITALS
A. As of the
date hereof, each Principal Stockholder is the owner of the
number of shares of SBI's common stock,
$10.00 par value per share ("SBI COMMON
STOCK"), as is set forth opposite such
Principal Stockholder'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 SBI's
voting stock that is also set forth thereon
opposite such Principal
Stockholder's name.
B. Princeton is
contemplating the acquisition of SBI by means of a merger
(the "MERGER") of SBI with and into
Somonauk Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary
of Princeton ("ACQUISITION"), with and
into SBI, pursuant to an Agreement and Plan
of Merger dated of even date
herewith (the "MERGER AGREEMENT").
C. Princeton 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
Stockholders enter into this Agreement.
D. Each
Principal Stockholder believes it is in his or her best interest
as
well as the best interest of SBI for
Princeton 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
Princeton 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.
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SECTION 2.
REPRESENTATIONS AND WARRANTIES. Each Principal Stockholder
represents and warrants that as of the date
hereof, he or she:
(A) owns beneficially and of record the number of shares of SBI
Common
Stock as is set forth opposite such
Principal Stockholder'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
Stockholder,
voting power with respect to such shares of
SBI Common Stock, and that he or she
does not own or hold any rights to acquire
any additional shares of SBI'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
Stockholder, and is enforceable against such
Principal Stockholder in accordance with
its terms.
SECTION 3.
VOTING AGREEMENT. Each
Principal Stockholder hereby agrees that
at any meeting of SBI's stockholders
however called, and in any action by
written consent of SBI's stockholders, such
Principal Stockholder shall vote all
shares of SBI 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 SBI or the
Bank
through purchase, merger, consolidation or
otherwise, or the acquisition by any
method of a substantial portion of the
assets of SBI or the Bank, in any such
case by any party other than Princeton 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 SBI 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 SBI's board of directors; (ii)
change in SBI's present capitalization;
or (iii) other material change in SBI's
corporate structure or business, in each
such case except as otherwise agreed to in
writing by Princeton.
2
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SECTION 4.
ADDITIONAL COVENANTS.
Except as required by law, each Principal
Stockholder 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 SBI Common Stock
owned of record or beneficially by
such Principal Stockholder, whether such
shares of SBI Common Stock are owned of
record or beneficially by such Principal
Stockholder on the date of this
Agreement or are subsequently acquired by
any method, except: (i) for transfers
by will or by operation of law (in which
case this Agreement shall bind the
transferee); (ii) with the prior written
consent of Princeton (which consent
shall not be unreasonably withheld), for
any sales, assignments, transfers or
other dispositions necessitated by
hardship; or (iii) as Princeton may otherwise
agree in writing;
(B) not, and will not permit any of his or her Affiliates, directly
or
indirectly (including through its
Representatives), to initiate, solicit or
encourage any discussions, inquiries or
proposals with any third party relating
to an Acquisition Transaction, or provide
any such person with information or
assistance or negotiate with any such
person with respect to an Acquisition
Tran
