FORM OF VOTING AGREEMENT
Exhibit
10.10
August
22, 2008
823 –
0xx
Xxxxxx
Xxxxxxxxxx,
Xxxx Xxxxxxxx 00000
Ladies
and Gentlemen:
The
undersigned is a director or officer of Guaranty Financial Services, Inc. or
Guaranty Bank & Trust Company (collectively “Guaranty”) and is the
beneficial holder of shares of common stock of Guaranty (“Guaranty Common
Stock”).
Guaranty
and First Sentry Bancshares, Inc. (“First Sentry”) are considering the execution
of an Agreement and Plan of Merger (“Agreement”) contemplating the merger of
Guaranty with and into First Sentry or a successor thereto (collectively
referred to as First Sentry), with First Sentry as the surviving corporation of
the merger (the “Merger”), such execution being subject in the case of First
Sentry to the execution and delivery of this letter agreement (“letter
agreement”). In consideration of the substantial expenses that First Sentry will
incur in connection with the transactions contemplated by the Agreement and in
order to induce First Sentry to execute the Agreement and to proceed to incur
such expenses, the undersigned agrees and undertakes, in his capacity as a
shareholder of Guaranty and not in his capacity as a director or officer of
Guaranty, as follows:
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1.
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The
undersigned, while this letter agreement is in effect, shall vote in favor
of the Agreement or cause to be voted in favor of the Agreement all of the
shares of Guaranty Common Stock that the undersigned shall be entitled to
so vote, whether such shares are beneficially owned by the undersigned on
the date of this letter agreement or are subsequently acquired, at the
meeting of Guaranty’s shareholders to be called and held following the
date hereof, to consider the Agreement and the Merger.
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2.
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The
undersigned, while this letter agreement is in effect, agrees not to sell,
transfer or otherwise dispose of any shares of common stock of Guaranty on
or prior to the date of the meeting of Guaranty shareholders to vote on
the Merger Agreement, unless the purchaser or transferee agrees to be
bound by the terms of this letter agreement.
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3.
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The
undersigned acknowledges and agrees that any remedy at law for breach of
the foregoing provisions shall be inadequate and that, in addition to any
other relief which may be available, First Sentry shall be entitled to
temporary and permanent injunctive relief without the necessity of proving
actual damages.
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4.
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The
foregoing restrictions shall not apply to shares with respect to which the
undersigned may have voting power as a fiduciary for others. In addition,
this letter agreement shall only apply to actions taken by the undersigned
in his capacity as a shareholder of Guaranty and shall not in any way
limit or affect actions the undersigned may take in his capacity as a
director of Guaranty.
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5.
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This
letter agreement shall automatically terminate upon termination of the
Agreement in accordance with its
terms.
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IN
WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
first above written.
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Very
truly yours,
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Signature
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Name
(please print)
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Accepted
and agreed to as of
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the
date first above written:
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By:
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Title:
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SCHEDULE
The above
Form of Voting Agreement was signed by all of the Directors of Guaranty
Financial Services, Inc. and Guaranty Bank & Trust Company which consists of
the following persons: Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxx, Xxxxx Xxx, III, J.
Xxxxx XxXxxxx, Xxxxxxx X. XxXxxxxxx, Xxxxxx X. Xxxxxxxxx, Xx., Xxxxx X.X. Xxxxx,
Xxxxxx X. Xxxxxxxxx, III, Xxxx X. Xxxxxx, J. Xxxxx Xxxxx and Xxxx Xxx Xxxxx.
Each Voting Agreement was countersigned by Xxxxxxxx X. Xxxxxx, President and
Chief Executive Officer of First Sentry Bancshares, Inc.
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