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 convertible into or exchangeable
for capital stock or voting sec
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