EXHIBIT 99.1
EXHIBIT A
FORM OF VOTING AGREEMENT
This Voting Agreement (this “
Agreement ”) is made and entered into as of
December 16, 2007, by and among S&T Bancorp, Inc., a
Pennsylvania corporation, (“ Purchaser ”), and
each of the individual, natural persons identified on
Schedule A hereto (individually a “ Shareholder
” and collectively the “ Shareholders
”).
WHEREAS, concurrently with the
execution of this Agreement, IBT Bancorp, Inc., a Pennsylvania
corporation (“ Seller ” or the “
Company ”) and Purchaser have entered into an
Agreement and Plan of Merger (the “ Merger Agreement
”) that provides for the merger (the “ Merger
”) of Seller with and into Purchaser pursuant to the terms
thereof;
WHEREAS, as an essential condition
and inducement to Purchaser to enter into the Merger Agreement and
in consideration therefor, the Shareholders and Purchaser have
agreed to enter into this Agreement;
WHEREAS, as of the date hereof, the
Shareholders are the record holders and beneficial owners of the
shares of common stock, par value $1.25 per share, of the Company
(the “ Shares ”) set forth on Schedule A
hereto (which do not include shares held in a fiduciary capacity or
options) and desire to enter into this Agreement with respect to
such Shares (for purposes of this Agreement, “beneficial
ownership” shall have the meaning given to such term in
Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the “ Exchange Act ”)); and
WHEREAS, Purchaser desires the
Shareholders to agree, and the Shareholders are willing to agree,
(i) not to transfer or otherwise dispose of any of the Shares
prior to the Expiration Date (as defined in Section 1.1 below)
and (ii) to vote the Shares so as to facilitate consummation
of the Merger.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein and in the Merger Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
1. Agreement to Retain and
Vote Shares .
1.1
Transfer and Encumbrance . The Shareholders agree not to
transfer (except as may be specifically required by court order),
sell, exchange, pledge or otherwise dispose of or encumber any of
the Shares or to make any offer or agreement relating thereto other
than in accordance with the Merger, at any time prior to the
Expiration Date. As used herein, the term “ Expiration
Date ” shall mean the earlier to occur of: (a) such
date and time as the Merger shall become effective in accordance
with the terms and provisions of the Merger Agreement and
(b) such date as the Merger Agreement is terminated pursuant
to the terms and provisions thereof, including, without limitation,
in accordance with Section 8.01 thereof.
1.2
Agreement to Vote Shares . From the date hereof until the
Expiration Date, at every meeting of the shareholders of the
Company, and at every adjournment or postponement thereof, and on
every action or approval by written consent of the shareholders of
the Company, the Shareholders shall, including by written consent
if requested by Purchaser, vote (or cause to be voted) the Shares
(i) in favor of adoption and approval of the Merger Agreement,
the Merger and any matter that could reasonably be expected to
facilitate the Merger and (ii) against any amendment of the
Company’s articles of incorporation or bylaws or other
proposal, transaction, agreement or acquisition proposal involving
the Company or any of its subsidiaries which amendment or other
proposal or transaction would in any manner impede, frustrate,
prevent or nullify, or result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
the Company under or with respect to, the Merger, the Merger
Agreement or any of the other transactions contemplated by the
Merger Agreement. The Shareholders agree not to take any actions
contrary to the Shareholders’ obligations under this
Agreement.
1.3
Revocation of Other Proxies . To the extent inconsistent
with the other provisions of this Agreement or the Merger
Agreement, the Shareholders hereby revoke any and all previous
proxies with respect to the Shareholders’ Shares.
1.4
Representations, Warranties and Covenants of the
Shareholders . Each Shareholder hereby represents, warrants and
covenants to Purchaser as follows:
(a)
Ownership of Shares; Authority . The Shareholder (i) is
the record and beneficial owner of the Shares, which at the date
hereof and at all times up until the Expiration Date will be free
and clear of any liens, claims, options, charges or other
encumbrances; (ii) has full power and authority to make, enter
into and carry out the terms of this Agreement; and (iii) is
not a party to any voting trusts, proxies or any other agreements
or understandings with respect to the voting of the Shares.
(b)
No Conflicts or Consents . The execution and delivery of
this Agreement by the Shareholder does not, and the performance by
the Shareholder of the Shareholder’s obligations under this
Agreement will not: (i) conflict with or violate any law,
rule, regulation, order, decree or judgment applicable to the
Shareholder or by which its properties
