Exhibit 10.1
VOTING AGREEMENT
This VOTING AGREEMENT (this “
Agreement ”), dated as of January 24, 2005 among
Mercantile Bankshares Corporation, a Maryland corporation (“
Parent ”), and each of Cyrus Katzen and David A.
Dickens (each of the foregoing persons, a “
Shareholder ”).
WHEREAS, in order to induce Parent
to enter into an Agreement and Plan of Merger, dated as of the date
hereof (the “ Merger Agreement ”) among Parent,
Community Bank of Northern Virginia, a Virginia bank (the “
Bank ”), and Mercantile-Safe Deposit and Trust
Company, a Maryland bank and a wholly-owned subsidiary of Parent
(“ Merger Bank ”), Parent has requested each
Shareholder, and each Shareholder has agreed, to enter into this
Agreement with respect to all shares of common stock, par value
$0.333 per share, of the Bank that such Shareholder beneficially
owns (with respect to each Shareholder, the “ Shares
”).
NOW, THEREFORE, the parties hereto
agree as follows:
ARTICLE 1
GRANT OF PROXY; VOTING AGREEMENT
Section 1.01 . Voting
Agreement . Each Shareholder hereby agrees to vote or
exercise its right to consent with respect to all Shares that such
Shareholder is entitled to vote at the time of any vote or action
by written consent to approve and adopt the Merger Agreement, the
Merger, the Plan of Merger and all agreements related to the Merger
and any actions related thereto at any meeting of the shareholders
of the Bank, and at any adjournment thereof, at which such Merger
Agreement, Plan of Merger and other related agreements (or any
amended version thereof), or such other actions, are submitted for
the consideration and vote of the shareholders of the Bank.
Each Shareholder hereby agrees that, for so long as this Agreement
is in effect, it will not vote any Shares in favor of, or consent
to, and will vote such Shares against and not consent to, the
approval of any (i) Acquisition Proposal, (ii) reorganization,
recapitalization, liquidation or winding-up of the Bank or any
other extraordinary transaction involving the Bank, (iii) corporate
action the consummation of which would frustrate the purposes, or
prevent or delay the consummation of, the transactions contemplated
by the Merger Agreement or (iv) other matter relating to, or in
connection with, any of the foregoing matters.
Section 1.02 .
Irrevocable Proxy . Each Shareholder hereby revokes any
and all previous proxies granted with respect to such
Shareholder’s Shares. By entering into this Agreement,
each Shareholder hereby grants a proxy appointing
Parent as such Shareholder’s
attorney-in-fact and proxy, with full power of substitution, for
and in such Shareholder’s name, to vote, express consent or
dissent, or otherwise to utilize such voting power in the manner
contemplated by Section 1.01 above as Parent or its proxy or
substitute shall, in Parent’s sole discretion, deem proper
with respect to such Shareholder’s Shares. The proxy
granted by each Shareholder pursuant to this Article 1 is
irrevocable and is granted in consideration of Parent entering into
this Agreement and the Merger Agreement and incurring certain
related fees and expenses. The proxy granted by each
Shareholder shall be revoked upon termination of this Agreement in
accordance with its terms.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each Shareholder severally
represents and warrants to Parent that:
Section 2.01 .
Authorization . Such Shareholder has duly executed and
delivered this Agreement and the execution, delivery and
performance by such Shareholder of this Agreement and the
consummation by such Shareholder of the transactions contemplated
hereby are within the powers and legal capacity of such Shareholder
and have been duly authorized by all necessary action. This
Agreement is a valid and binding agreement of such
Shareholder. If such Shareholder is married and the Shares
set forth on the signature page hereto opposite such
Shareholder’s name constitute community property under
applicable laws, this Agreement has been duly authorized, executed
and delivered by, and constitutes the valid and binding agreement
of, such Shareholder’s spouse.
Section 2.02 .
Non-Contravention . The execution, delivery and
performance by such Shareholder of this Agreement and the
consummation of the transactions contemplated hereby do not and
will not (i) violate any applicable law, rule, regulation,
judgment, injunction, order or decree, (ii) require any consent or
other action by any Person under, constitute a default under, or
give rise to any right of termination, cancellation or acceleration
or to a loss of any benefit to which such Shareholder is entitled
under any provision of any agreement or other instrument binding on
such Shareholder or (iii) result in the imposition of any Lien on
any asset of such Shareholder.
Section 2.03 .
Ownership of Shares . Such Shareholder is the record and
beneficial owner of such Shareholder’s Shares, free and clear
of any Lien and any other limitation or restriction (including any
restriction on the right to vote or otherwise dispose of such
Shares). None of such Shareholder’s Shares is subject
to any voting trust or other agreement or arrangement with respect
to the voting of such Shares.
2
Section 2.04 . Total
Shares. Except for the Shares and the options to acquire
Shares set forth on the signature page hereto, such Shareholder
does not beneficially own any (i) shares of capital stock or voting
securities of the Bank, (ii) securities of the Bank convertible
into or exchangeable for shares of capital stock or voting
securities of the Bank or (iii) options or other rights to acquire
from the Bank any capital stock, voting securities or
securities
