Exhibit 10.1
VOTING AGREEMENT
This Voting Agreement (“
Voting Agreement ”), dated as of June 7, 2004, is
among Columbia Banking System, Inc., a Washington corporation
(“ Columbia ”), Bank of Astoria, an Oregon
state-chartered bank (“ Astoria ”), and the
undersigned, each of whom is either a director or executive officer
of Astoria. This Agreement will be effective upon the signing of
the Merger Agreement (defined below).
RECITAL
As an inducement for Columbia to
enter into the Plan and Agreement of Merger (the “ Merger
Agreement ”) dated as of the date hereof, whereby Astoria
will become a wholly owned subsidiary of Columbia (the “
Merger ”), each of the undersigned individuals, for
himself or herself, his or her heirs and legal representatives,
hereby agrees as follows:
AGREEMENT
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1.
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Voting
and other matters .
Each of the undersigned individuals shall vote or cause to be voted
all shares of Astoria’s common stock that he or she
beneficially owns, with power to vote or direct the voting of (the
“ Shares ”), in favor of approval of the Merger
Agreement and the Merger. In addition, each of the undersigned
individuals who is a director of Astoria will (a) recommend to the
shareholders of Astoria that they approve the Merger Agreement, and
(b) refrain from any actions or omissions inconsistent with the
foregoing, except as otherwise required by law, including, without
limitation, a director’s fiduciary duties to a corporation
and its shareholders. The requirements of this Section 1 will
continue until the earlier of the consummation of the Merger or the
termination of the Merger Agreement.
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2.
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No
Transfer; No Exercise of Options . Until the earlier of the consummation of the
Merger or the termination of the Merger Agreement, the undersigned
will not (a) exercise any Astoria Option (as defined in the Merger
Agreement) held by the undersigned or (b) sell, permit a lien or
other encumbrance to be created with respect to, or grant any proxy
in respect of (except for proxies solicited by the board of
directors of Astoria in connection with the Astoria
shareholders’ meeting at which the Merger is presented for
shareholder approval), any Shares, unless all other
parties
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