Exhibit 1
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is made and entered into as of November
12, 2001, by and among Washington Trust Bancorp., Inc., a Rhode Island
corporation (the "Buyer") and the undersigned stockholder (the "Stockholder") of
First Financial Corp., a Rhode Island corporation (the "Seller").
RECITALS
A. Concurrently with the execution of this Agreement, Buyer and Seller have
entered into an Agreement and Plan of Merger (the "Merger Agreement"), which
provides for the merger (the "Merger") of Seller with and into Buyer. Pursuant
to the Merger Agreement, shares of Seller Common Stock (as defined in the Merger
Agreement) will be converted into shares of Buyer Common Stock and Cash
Consideration (each, as defined in the Merger Agreement) on the basis described
in the Merger Agreement.
B. The Stockholder is the record holder and has either sole or shared voting
power of such number of shares of the outstanding Seller Common Stock, as is
indicated on the final page of this Agreement (the "Shares").
C. Buyer desires the Stockholder to agree, and the Stockholder is willing to
agree, not to transfer or otherwise dispose of any of the Shares or New Shares
(as defined in Section 1.2 below, except as otherwise permitted hereby), and to
vote the Shares and New Shares in a manner so as to facilitate consummation of
the Merger, as provided herein.
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
1. Agreement to Retain Shares.
1.1 Transfer and Encumbrance. Other than as provided herein, until the
Expiration Date (as defined below), Stockholder shall not hereafter (a)
sell, tender, transfer, pledge, encumber, assign or otherwise dispose of
any of the Shares or New Shares, (b) deposit any Shares or New Shares into
a voting trust or enter into a voting agreement or arrangement with respect
to such Shares or New Shares or grant any proxy or power of attorney with
respect thereto, (c) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect sale, transfer,
pledge, encumbrance, assignment or other disposition of any Shares or New
Shares, or (d) take any action that would make any representation or
warranty of Stockholder contained herein untrue or incorrect or have the
effect of preventing or disabling Stockholder from performing Stockholder's
obligations under this Agreement; provided, however, that Stockholder shall
be permitted to transfer Shares or any New Shares (i) by will or by
operation of law to the estate of the Stockholder upon the death of such
Stockholder, in which case this Agreement shall be deemed to legally bind
the transferee without any further action on the part of the Buyer, (ii)
pursuant to a pledge agreement, subject to the pledgee agreeing in writing
to be bound by the terms of this Agreement, and (iii) for bona fide estate
planning purposes, subject to the transferee agreeing in writing to be
bound by the terms of this Agreement. As used herein, the term "Expiration
Date" shall mean the earlier to occur of (i) the Effective Time (as defined
in the Merger Agreement), and (ii) such date and time as the Merger
Agreement shall be terminated pursuant to Article VIII thereof.
1.2 Additional Purchases. Stockholder agrees that any shares of capital
stock of Seller that Stockholder purchases or with respect to which
Stockholder otherwise acquires sole or shared voting power after the
execution of this Agreement and prior to the Expiration Date ("New Shares")
shall be subject to the terms and conditions of this Agreement to the same
extent as if they constituted the Shares.
2. Agreement to Vote Shares. Hereafter until the Expiration Date, at every
meeting of the stockholders of Seller called with respect to any of the
following matters, and at every adjournment or postponement thereof, and on
every action or approval by written consent of the stockholders of Seller with
respect to any of the following matters, Stockholder shall vote the Shares and
any New Shares: (i) in favor of approval of the Merger Agreement and the Merger
and any matter necessary for consummation of the Merger; and (ii) against (x)
approval of any Competing Transaction (as defined in the Merger Agreement) and
(y) any proposal for any action or agreement that is reasonably likely to result
in a breach of any covenant, representation or warranty or any other obligation
or agreement of Seller under the Merger Agreement or which is reasonably likely
to result in any of the conditions of Seller's obligations under the Merger
Agreement not being fulfilled, and (z) any action which could reasonably be
expected to impede, interfere with, delay, postpone or materially adversely
affect consummation of the transactions contemplated by the Merger Agreement.
3. Irrevocable Proxy. By execution of this Agreement, Stockholder does hereby
appoint and constitute Buyer and the Chief Executive Officer and President of
Buyer, in their respective capacities as officers of Buyer and any individual
who shall hereafter succeed to any such office of Buyer and any other designee
of Buyer, and each of them individually until the Expiration Date, with full
power of substitution and resubstitution, as Stockholder's true and lawful
attorneys-in-fact and irrevocable proxies, to the full extent of the
undersigned's rights with respect to the Shares and any New Shares, to vote each
of such Shares and New Shares solely with respect to the matters set forth in
Section 2 hereof. Stockholder intends this proxy to be irrevocable and coupled
with an interest hereafter until the Expiration Date and hereby revokes any
proxy previously granted by Stockholder with respect to the Shares or New
Shares.
4. Representations, Warranties and Covenants of Stockholder. Stockholder hereby
represents, warrants and covenants to Buyer as follows:
4.1 Due Authority. Stockholder has full power, corporate or otherwise, and
authority to execute and deliver this Agreement and to perform his, her or
its obligations hereunder. This Agreement has been duly executed and
delivered by or on behalf of Stockholder and constitutes a legal, valid and
binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms.
4.2 No Conflict; Consents.
(a) The execution and delivery of this Agreement by Stockholder do not, and
the performance by Stockholder of the obligations under this Agreement and
the compliance by Stockholder with any provisions hereof do not and will
not, to the knowledge of the Stockholder, conflict with or violate any law,
statute, rule, regulation, order, writ, judgment or decree applicable to
Stockholder or the Shares or New Shares.
(b) The execution and delivery of this Agreement by Stockholder do not, and
the performance of this Agreement by Stockholder will not, require any
consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority by Stockholder
except for applicable requirements, if any, of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and except where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, could not prevent or delay the performance by
Stockholder of his, her or its obligations under this Agreement in any
material respect.
4.3 Ownership of Shares. Stockholder (i) has either sole or shared voting
power over all of the Shares, which at the date hereof are, and along with
all New Shares at all times up until the Expiration Date will be, free and
clear of any liens, claims, options, charges, proxies or voting
restrictions or other encumbrances, other than any liens, claims, options,
charges, proxies or voting restrictions imposed by this Agreement, and (ii)
does not have either sole or shared voting power over any shares of capital
stock of Seller other than the Shares.
4.4 No Solicitations. Hereafter until the Expiration Date, Stockholder
shall not, nor, to the extent applicable to Stockholder, shall it permit
any of its affiliates to, nor shall it authorize any partner, officer,
director, employee, advisor or representative of, Stockholder or any of its
affiliates to, (i) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the
Exchange Act) with respect to a Competing Transaction, (ii) initiate a
stockholders' vote or action by consent of Seller's stockholders with
respect to a Competing Transaction, or (iii) become a member of a "group"
(as such term is used in Section 13(d) of the Exchange Act) with respect to
any voting securities of Seller that takes any action in support of a
Competing Transaction.
5. No Limitation on Discretion as Director. Notwithstanding anything herein to
the contrary, the covenants and agreements set forth herein shall not prevent
Stockholder or his, her or its representatives or designees who are serving on
the Board of Directors of Seller from exercising his or their duties and
obligations as a Director of Seller or otherwise taking any action, subject to
the applicable provisions of the Merger Agreement, while acting in such capacity
as a director of Seller.
6. Additional Documents. Stockholder hereby covenants and agrees to execute and
deliver any additional documents necessary, in the reasonable opinion of Buyer,
to carry out the intent of this Agreement.
7. Termination. This Agreement shall terminate and shall have no further force
or effect as of the Expiration Date.
8. Miscellaneous.
8.1 Severability. If any term or other provision of this Agreement is
determined to be invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
8.2 Binding Effect and Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
8.3 Amendments and Modifications. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of
a written agreement executed by the parties hereto.
8.4 Specific Performance; Injunctive Relief. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof or was otherwise
breached. It is accordingly agreed that the parties shall be entitled to
specific relief hereunder, including, without limitation, an injunction or
injunctions to prevent and enjoin breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof, in
any state or federal court in the State of Rhode Island, in addition to any
other remedy to which they may be entitled at law or in equity. Any
requirements for the securing or posting of any bond with respect to any
such remedy are hereby waived.
8.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or facsimile (with confirmation of receipt), or
sent by mail (registered or certified mail, postage prepaid, return receipt
requested) or overnight courier (prepaid) to the respective parties as
follows:
If to Buyer: Washington Trust Bancorp, Inc.
00 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, President and
Xxxx X. Xxxxxx, Chief Executive Officer
with a copy to: Xxxxxxx Procter LLP
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxx, P.C.
Xxxx X. Xxxxxxxx, Esq.
If to the Stockholder: To the address for notice set forth on the last
page hereof
with a copy to: Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxx, Esq.
Xxxxxxx X. Xxxxxxxx, Esq.
or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective upon receipt.
8.6 Governing Law; Jurisdiction and Venue. This Agreement shall be governed
by, and construed in accordance with, the internal laws of the State of
Rhode Island without regard to its rules of conflict of laws. The parties
hereto hereby irrevocably and unconditionally consent to and submit to the
exclusive jurisdiction of the courts of the State of Rhode Island and of
the United States of America located in such state (the "Rhode Island
Courts") for any litigation arising out of or relating to this Agreement
and the transactions contemplated hereby (and agree not to commence any
litigation relating thereto except in such courts), waive any objection to
the laying of venue of any such litigation in the Rhode Island Courts and
agree not to plead or claim in any Rhode Island Court that such litigation
brought therein has been brought in any inconvenient forum.
8.7 Entire Agreement. This Agreement contains the entire understanding of
the parties in respect of the subject matter hereof, and supersedes all
prior negotiations and understandings between the parties with respect to
such subject matter.
8.8 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original, but all of which together shall
constitute one and the same agreement.
8.9 Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction of interpretation of this
Agreement.
8.10 No Agreement Until Executed. Irrespective of negotiations among the
parties or the exchanging of drafts of this Agreement, this Agreement shall
not constitute or be deemed to evidence a contract, agreement, arrangement
or understanding between the parties hereto unless and until (i) the Merger
Agreement is executed by all parties thereto, and (ii) this Agreement is
executed by all parties hereto.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
on the date and year first above written.
WASHINGTON TRUST BANCORP, INC.
By:_______________________________________
Name:
Title:
STOCKHOLDER:
By:_______________________________________
Name:
Stockholder's Address for Notice:
__________________________________________
__________________________________________
__________________________________________
Shares:
___________ shares of Common Stock of Seller
with sole voting power
___________ shares of Common Stock of Seller
with shared voting power
