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EXHIBIT 4.2
SHAREHOLDER AGREEMENT
THIS AGREEMENT is entered into this 18th day of November, 1997,
by and between Xxxxxx X. Xxxx ("Shareholder") and VIB Corp ("Corporation"), a
California corporation with its principal executive office at 0000 Xxxx Xxxxxx,
Xx Xxxxxx, Xxxxxxxxxx 00000.
RECITALS
A. WHEREAS, the Articles of Incorporation of Corporation
authorize the issuance of up to 20,000,000 shares of its no par value common
stock ("Common Stock");
B. WHEREAS, the Board of Directors of Corporation has authorized
the sale and issuance of 100 shares of Corporation's Common Stock at the
purchase price of $10.00 per share to Shareholder; and
C. WHEREAS, Shareholder desires to purchase 100 shares of
Corporation's Common Stock for the purchase price of $10.00 per share pursuant
to the terms and conditions herein set forth;
NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between
Corporation and Shareholder as follows:
AGREEMENT
1. Purchase. Corporation agrees to sell and Shareholder agrees to
purchase 100 shares of Corporation's Common Stock at the purchase price of
$10.00 per share for an aggregate purchase price of $1,000.00.
2. Transfer of Shares. Shareholder agrees not to sell, assign,
transfer, encumber, hypothecate, or make any other disposition of any of the
shares of the Common Stock to be
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purchased except with the prior written consent of Corporation and except in
accordance with the terms of this Shareholder Agreement. This Shareholder
Agreement shall be binding upon and shall operate for the benefit of Corporation
and Shareholder and the respective executors or administrators and any
transferees or assignees of Shareholder, whether such transfers or assignments
are in accordance with or in violation of the provisions of this Shareholder
Agreement.
3. Repurchase by Corporation. Upon consummation of the merger
between Corporation's wholly-owned subsidiary, VIB Merger Company, and Valley
Independent Bank, pursuant to which Corporation will issue shares of its Common
Stock to the shareholders of Valley Independent Bank (the "Merger"), Corporation
shall be obligated to repurchase and Shareholder shall be obligated to resell to
Corporation the 100 shares of Corporation's Common Stock at the repurchase price
of $10.00 per share, for a total repurchase price of $1,000.00. The repurchase
and repayment therefor shall occur simultaneously with the consummation of the
Merger, at which time Shareholder's share certificate shall be returned and
cancelled.
4. Termination. This Shareholder Agreement shall terminate upon
the occurrence of any of the following events:
(a) The bankruptcy, receivership, or dissolution of
Corporation;
(b) Mutual agreement of Corporation and Shareholder; or
(c) The failure of the consummation of the Merger for
any reason whatsoever.
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5. Legend. Upon execution of this Shareholder Agreement, the
certificate representing the number of shares of Corporation's Common Stock to
be issued shall be endorsed as follows:
"This certificate is transferable only upon compliance with
the provisions of a Shareholder Agreement dated November 18,
1997."
6. Governing Law. This Shareholder Agreement shall be construed
and governed by the laws of the State of California.
7. Entire Agreement. This Shareholder Agreement constitutes the
sole and only agreement of the parties hereto respecting the sale and purchase
of the shares of Corporation's Common Stock and the resale or repurchase of the
shares of Corporation's Common Stock and correctly sets forth the rights,
duties, and obligations of each party to the other in relation thereto as of
this date. Any prior agreements, promises, negotiations or representations
concerning the subject matter of this Shareholder Agreement not expressly set
forth in this Shareholder Agreement are of no force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Shareholder Agreement in El Centro, California, on the date first above written.
"SHAREHOLDER" VIB CORP
/s/ XXXXXX X. XXXX By: /s/ XXXXX X. XXXXXXX, III
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Xxxxxx X. Xxxx Xxxxx X. Xxxxxxx, III,
Executive Vice President & Chief
Financial Officer
By: /s/
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Xxxxxxxxx Xxxxxx,
Secretary
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