This VOTING
AGREEMENT (this “ Agreement ”), dated as of
October 21, 2006, is entered into by and among Old National
Bancorp, an Indiana corporation (the “ Purchaser
”), and certain stockholders of St. Joseph Capital
Corporation, a Delaware corporation (the “Company”),
each of whom is a Director of the Company and is identified on
Schedule A attached hereto (each a “
Stockholder ” and collectively, the “
Stockholders ”).
WHEREAS,
simultaneously with the execution of this Agreement, Purchaser and
the Company are entering into an Agreement and Plan of
Reorganization, dated as of the date hereof (as the same may be
amended or supplemented, the “ Merger Agreement
”), which provides, among other things, for the merger of a
subsidiary of the Purchaser with and into the Company with the
Company continuing as the surviving entity (the “
Merger ”);
WHEREAS, as of the
date hereof, each Stockholder is the Beneficial Owner (as defined
below) of the outstanding shares of Company Common Stock set forth
opposite such Stockholder’s name in Schedule A
(such Stockholder’s “ Owned Shares ”);
and
WHEREAS, as an
inducement and a condition to its entering into the Merger
Agreement and incurring the obligations set forth therein,
Purchaser has required that each Stockholder enter into this
Agreement; and
WHEREAS, the
Company has represented to the Purchaser in the Merger Agreement
that the Board of Directors of the Company has approved the
acquisition by the Purchaser of its rights under this
Agreement;
NOW, THEREFORE, in
consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained
herein and in the Merger Agreement, the parties hereto, intending
to be legally bound hereby, agree as follows:
Section 1. Certain Definitions .
Capitalized terms used but not defined in this Agreement shall have
the meanings ascribed to such terms in the Merger Agreement. In
addition, for purposes of this Agreement:
(a) “
Affiliate ” means, with respect to any specified
Person, any Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, the Person specified. For purposes of this Agreement,
with respect to any Stockholder, “Affiliate” shall not
include the Company or the Persons that directly, or indirectly
through one or more intermediaries, are controlled by the
Company.
(b) “
Beneficially Owned ” or “ Beneficial
Ownership ” with respect to any securities means having
both voting power and investment power (as determined pursuant to
Rule 13d-3(a) under the Exchange Act) over such securities,
including pursuant to any agreement, arrangement or understanding,
whether or not in writing. Without duplicative counting of the same
securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all
Affiliates of such Person and all other Persons with whom such
Person would constitute a
1
“Group”
within the meaning of Section 13(d) of the Exchange Act and the
rules promulgated thereunder, and shall exclude any shares held by
a Person in a fiduciary capacity where the beneficiary of the
shares is not related to that Person.
(c) “
Beneficial Owner ” with respect to any securities
means a Person who has Beneficial Ownership of such
securities.
(d) “
Person ” means an individual, corporation,
partnership, limited liability company, association, trust or other
entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.
(e) “
Proposed Business Combination ” means the Merger and
the related transactions contemplated by the Merger
Agreement.
(f) “
Transfer ” means, with respect to a security, the
sale, transfer, pledge, hypothecation, encumbrance, assignment or
disposition of such security or the Beneficial Ownership thereof
(other than by operation of law), the offer to make such a sale,
transfer or other disposition, and each option, agreement,
arrangement or understanding, whether or not in writing, to effect
any of the foregoing. As a verb, “ Transfer ”
shall have a correlative meaning.
|
