EXHIBIT 10.1
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") is entered into as of November 7,
2004, among MAIN STREET TRUST, INC., an Illinois corporation ("MSTI"), CITIZENS
FIRST FINANCIAL CORP., a Delaware corporation ("CITIZENS"), and each of
Citizens' directors who own voting stock of Citizens (collectively referred to
in this Agreement as the "PRINCIPAL STOCKHOLDERS," and individually as a
"PRINCIPAL STOCKHOLDER.")
RECITALS
A. As of the date hereof, each Principal Stockholder is the owner of the
number of shares of Citizens' common stock, $0.01 par value per share ("CITIZENS
COMMON STOCK") and options to purchase the number of shares of Citizens Common
Stock, as is set forth opposite such Principal Stockholder's name on the
signature page attached hereto and such total number of shares represents
approximately the percentage of the issued and outstanding shares of Citizens'
voting stock that is also set forth thereon opposite such Principal
Stockholder's name.
B. MSTI is contemplating the acquisition of Citizens by means of a merger
(the "MERGER") of Citizens with and into Citizens Acquisition LLC, a Delaware
limited liability company and a wholly-owned subsidiary of MSTI ("ACQUISITION
LLC"), pursuant to an Agreement and Plan of Merger dated of even date herewith
(the "MERGER AGREEMENT").
C. MSTI is unwilling to expend the substantial time, effort and expense
necessary to implement the Merger, including applying for and obtaining
necessary approvals of regulatory authorities, unless all of the Principal
Stockholders enter into this Agreement.
D. Each Principal Stockholder believes it is in his or her best interest
as well as the best interest of Citizens for MSTI to consummate the Merger.
AGREEMENTS
In consideration of the foregoing premises, which are incorporated herein
by this reference, and the covenants and agreements of the parties herein
contained, and as an inducement to MSTI to enter into the Merger Agreement and
to incur the expenses associated with the Merger, the parties hereto, intending
to be legally bound, hereby agree as follows:
SECTION 1. DEFINITIONS; CONSTRUCTION. All terms that are capitalized and
used herein (and are not otherwise specifically defined herein) shall be used in
this Agreement as defined in the Merger Agreement. The parties hereby
incorporate by this reference the principles of construction set forth in
Section 1.2 of the Merger Agreement.
SECTION 2. REPRESENTATIONS AND WARRANTIES. Each Principal Stockholder
represents and warrants that as of the date hereof, he or she:
(a) owns beneficially and of record the number of shares of Citizens
Common Stock, and holds options to purchase the number of shares of Citizens
Common Stock, each as is set forth opposite such Principal Stockholder's name on
the signature page attached hereto, all of which shares are, or, with respect to
shares issuable upon the exercise of options, when issued will be, free and
clear of all liens, pledges, security interests, claims, encumbrances, options,
voting agreements, proxies, agreements to sell and commitments of every kind
(collectively, "ENCUMBRANCES");
(b) has the sole, or joint with any other Principal Stockholder,
voting power with respect to such shares of Citizens Common Stock, and, except
as set forth on the signature page attached hereto, that he or she does not own
or hold any rights to acquire any additional shares of Citizens' capital stock
(by exercise of stock options or otherwise) or any interest therein or any
voting rights with respect to any additional shares; and
(c) has all necessary power and authority to enter into this
Agreement and further represents and warrants that this Agreement is the legal,
valid and binding agreement of such Principal Stockholder, and is enforceable
against such Principal Stockholder in accordance with its terms.
SECTION 3. VOTING AGREEMENT. Each Principal Stockholder hereby agrees that
at any meeting of Citizens' stockholders however called, and in any action by
written consent of Citizens' stockholders, such Principal Stockholder shall vote
all shares of Citizens Common Stock now or at any time hereafter owned or
controlled by him or her:
(a) in favor of the Merger and the other Contemplated Transactions
as described in the Merger Agreement, and any action or agreement that would
reasonably be expected to facilitate the Contemplated Transactions;
(b) against any acquisition of any capital stock of Citizens or the
Bank through purchase, merger, consolidation or otherwise, or the acquisition by
any method of a substantial portion of the assets of Citizens or the Bank, in
any such case by any party other than MSTI or its Subsidiaries (an "ACQUISITION
TRANSACTION");
(c) against any action or agreement that would reasonably be
expected to result in a material breach of any covenant, representation or
warranty or any other obligation of Citizens under the Merger Agreement; and
(d) against any action or agreement that would reasonably be
expected to impede or interfere with the Contemplated Transactions, including
any: () change in Citizens' board of directors; () change in Citizens' present
capitalization; or () other material change in Citizens' corporate structure or
business, in each such case except as otherwise agreed to in writing by MSTI.
SECTION 4. ADDITIONAL COVENANTS. Except as required by law, each Principal
Stockholder agrees that he or she will:
2
(a) not, and will not permit any of his or her Affiliates, prior to
the Effective Time to sell, assign, transfer or otherwise dispose of, create an
Encumbrance with respect to, or permit to be sold, assigned, transferred or
otherwise disposed of, any Citizens Common Stock owned of record or beneficially
by such Principal Stockholder, whether such shares of Citizens Common Stock are
owned of record or beneficially by such Principal Stockholder on the date of
this Agreement or are subsequently acquired by any method, except: (i) for
transfers by will or by operation of law (in which case this Agreement shall
bind the transferee); (ii) with the prior written consent of MSTI (which consent
shall not be unreasonably withheld), for any sales, assignments, transfers or
other dispositions necessitated by hardship; or (iii) as MSTI may otherwise
agree in writing;
(b) not, and will not permit any of his or her Affiliates, directly
or indirectly (including through its Representatives), to initiate, solicit or
encourage any discussions, inquiries or proposals with any third party relating
to an Acquisition Transaction, or provide any such person with information or
assistance or negotiate with any such person with respect to an Acquisition
Transaction or agree to or otherwise assist in the effectuation of any
Acquisition Transaction;
(c) not vote or execute any written consent to rescind or amend in
any manner any prior vote or written consent to approve or adopt the Merger
Agreement or any of the other Contemplated Transactions;
(d) at MSTI's request, use his or her best efforts to cause any
necessary meeting of Citizens' stockholders to be duly called and held, or any
necessary consent of stockholders to be obtained, for the purpose of approving
or adopting the Merger Agreement and the other Contemplated Transactions;
(e) cause any of his or her Affiliates to cooperate fully with MSTI
in connection with the Merger Agreement and the Contemplated Transactions; and
(f) execute and deliver such additional instruments and documents
and take such further action as may be reasonably necessary to effectuate and
comply with his or her respective obligations under this Agreement.
SECTION 5. TERMINATION. Notwithstanding any other provision of this
Agreement, this Agreement shall automatically terminate on the earlier of: ()
the date of termination of the Merger Agreement as set forth in Article 11
thereof, as such termination provisions may be amended by Citizens, MSTI and
Acquisition LLC from time to time; or () the Effective Time.
SECTION 6. REMEDIES. Each Principal Stockholder understands and
acknowledges that if he or she should breach any of his or her covenants
contained in this Agreement, the damage to MSTI would be indeterminable in view
of the inability to measure the ultimate value and benefit to MSTI resulting
from its contemplated future ownership and control of Citizens, and that MSTI
therefore would not have an adequate remedy at law to compensate MSTI for any
such breach. Each Principal Stockholder agrees that in addition to any other
remedy available to MSTI at law or in equity, MSTI shall be entitled to specific
performance of this Agreement by
3
such Principal Stockholder upon application to any court having jurisdiction
over the parties. Accordingly, each Principal Stockholder: (a) irrevocably
waives, to the extent permitted by law, any defense that he or she might have
based on the adequacy of a remedy at law that might be asserted as a bar to
specific performance, injunctive relief or other equitable relief; and (b)
agrees to the granting of injunctive relief without the posting of any bond and
further agrees that if any bond shall be required, such bond shall be in a
nominal amount.
SECTION 7. AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified or supplemented at any time by the written approval of such amendment,
modification or supplement by Citizens, MSTI and all of the Principal
Stockholders.
SECTION 8. ENTIRE AGREEMENT. This Agreement evidences the entire agreement
among the parties hereto with respect to the matters provided for herein and
there are no agreements, representations or warranties with respect to the
matters provided for herein other than those set forth herein and in the Merger
Agreement and written agreements related thereto. Except for the Merger
Agreement, this Agreement supersedes any agreements among any of Citizens, its
stockholders, MSTI or Acquisition LLC concerning the acquisition, disposition or
control of any Citizens Common Stock.
SECTION 9. ABSENCE OF CONTROL. Subject to any specific provisions of this
Agreement, it is the intent of the parties to this Agreement that neither MSTI
nor Acquisition LLC by reason of this Agreement shall be deemed (until
consummation of the Contemplated Transactions) to control, directly or
indirectly, any other party and shall not exercise, or be deemed to exercise,
directly or indirectly, a controlling influence over the management or policies
of any such other party. Pursuant to Section 2.10 in the Merger Agreement,
nothing contained herein shall be deemed to grant MSTI an ownership interest in
any shares of Citizens Common Stock.
SECTION 10. INFORMED ACTION. Each Principal Stockholder acknowledges that
he or she has had an opportunity to be advised by counsel of his or her choosing
with regard to this Agreement and the transactions and consequences contemplated
hereby. Each Principal Stockholder further acknowledges that he or she has
received a copy of the Merger Agreement and is familiar with its terms.
SECTION 11. SEVERABILITY. The parties agree that if any provision of this
Agreement shall under any circumstances be deemed invalid or inoperative, this
Agreement shall be construed with the invalid or inoperative provisions deleted
and the rights and obligations of the parties shall be construed and enforced
accordingly.
SECTION 12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
SECTION 13. GOVERNING LAW. All questions concerning the construction,
validity and interpretation of this Agreement and the performance of the
obligations imposed by this
4
Agreement shall be governed by the internal laws of the State of Illinois
applicable to agreements made and wholly to be performed in such state without
regard to conflicts of laws.
SECTION 14. JURISDICTION AND SERVICE OF PROCESS. Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement shall be brought only in the courts of the State of Illinois, County
of Sangamon or, if it has or can acquire jurisdiction, in the United States
District Court serving the County of Sangamon, and each of the parties consents
to the jurisdiction of such courts (and of the appropriate appellate courts) in
any such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.
SECTION 15. SUCCESSORS; ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of Citizens and MSTI, and their successors and
permitted assigns, and the Principal Stockholders and their respective spouses,
executors, personal representatives, administrators, heirs, legatees, guardians
and other legal representatives. This Agreement shall survive the death or
incapacity of any Principal Stockholder. This Agreement may be assigned only by
MSTI, and then only to a Subsidiary of MSTI.
SECTION 16. DIRECTORS. The parties hereto acknowledge that each Principal
Stockholder is entering into this agreement solely in his or her capacity as
Citizens Stockholders and, notwithstanding anything to the contrary in this
Agreement, nothing in this Agreement is intended or shall be construed to
require any Principal Stockholder, in his or her capacity as a director of
Citizens, to act or fail to act in accordance with his or her fiduciary duties
in such director capacity. Furthermore, no Principal Stockholder makes any
agreement or understanding herein in his or her capacity as a director of
Citizens. For the avoidance of doubt, nothing in this SECTION 16 shall in any
way limit, modify or abrogate any of the obligations of the Principal
Stockholders hereunder to vote the shares owned by him or her in accordance with
the terms of the Agreement and not to transfer any shares except as permitted by
this Agreement.
[THIS SPACE LEFT INTENTIONALLY BLANK]
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
individually, or have caused this Agreement to be executed by their respective
officers, on the day and year first written above.
CITIZENS FIRST FINANCIAL CORP. MAIN STREET TRUST, INC.
By: ___________________________ By: _____________________________________
Name: _________________________ Name: ___________________________________
Title: ________________________ Title: __________________________________
Signature page to Voting Agreement
[SIGNATURE PAGE OF VOTING AGREEMENT CONTINUED]
PERCENTAGE
PRINCIPAL STOCKHOLDERS SHARES OWNED OWNERSHIP
______________________________________ [_______] [_______]
Signature
[______________________________________]
Printed Name
_______________________________________ [_______] [_______]
Signature
[______________________________________]
Printed Name
_______________________________________ [_______] [_______]
Signature
[______________________________________]
Printed Name
______________________________________ [_______] [_______]
Signature
[______________________________________]
Printed Name
Signature page to Voting Agreement (Continued)
