EXHIBIT E
NVBANCORP SHAREHOLDER AGREEMENT
This Shareholder Agreement ("Agreement") is made and entered into on
_________, 1999, by and between Six Rivers National Bank ("SRNB") and each of
the other persons executing this Agreement (each such person is referred to
individually as a "NVBancorp Shareholder" and collectively referred to as the
"NVBancorp Shareholders"), with reference to the following facts:
13. North Valley Bancorp ("NVBancorp"), NVB Interim National Bank
("Interim Bank") and SRNB have entered into that certain Agreement and Plan of
Reorganization and Merger ("Reorganization Agreement") dated as of October 1,
1999, pursuant to which SRNB shall merge with and into Interim Bank (the
"Merger"), and the surviving national bank will continue as a wholly-owned
subsidiary of NVBancorp under the national bank charter number and name of "Six
Rivers National Bank," and NVBancorp will pay consideration to SRNB Shareholders
in the form of NVBancorp common stock.
14. Each of the NVBancorp Shareholders is also a director or executive
officer of NVBancorp.
15. In order to induce SRNB to enter into the Reorganization Agreement,
the NVBancorp Shareholders desire to enter into this Agreement solely in their
capacity as NVBancorp Shareholders.
NOW, THEREFORE, in consideration of the promises and of the respective
representations, warranties and covenants, agreements and conditions contained
herein and in the Reorganization Agreement, the parties hereto agree as follows:
1. AGREEMENTS OF NVBANCORP SHAREHOLDERS.
1.1 AGREEMENT TO VOTE. At any meeting of shareholders of NVBancorp or
in connection with any solicitation of the written consent of NVBancorp
Shareholders to approve the Reorganization Agreement and the transactions
contemplated thereby, each of the NVBancorp Shareholders shall vote or cause to
be voted all shares of NVBancorp common stock ("NVBancorp Share" or "NVBancorp
Shares") owned by each such NVBancorp Shareholder, and any other NVBancorp
Shares hereafter acquired by each such NVBancorp Shareholder, in favor of, and
to approve, the principal terms of the Merger and any other matter contemplated
by the Reorganization Agreement which requires the approval of the NVBancorp
Shareholders.
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1.2 AGREEMENT TO RECOMMEND. Unless the Board of Directors of NVBancorp
shall have determined that they have a fiduciary duty to the NVBancorp
Shareholders to recommend hat the NVBancorp Shareholders not vote in favor of
approval of the transactions contemplated by the Reorganization Agreement, each
NVBancorp Shareholder shall recommend to the NVBancorp Shareholders to vote in
favor of, and to approve, the principal terms of the Merger and any other matter
contemplated by the Reorganization Agreement.
1.3 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER. Each Shareholder
hereby acknowledges receipt of a copy of the Reorganization Agreement and agrees
to abide by its terms and to refrain from taking any action that would be
contrary to, or inconsistent with, any of the obligations of SRNB as set forth
in the Reorganization Agreement.
2. REPRESENTATIONS AND WARRANTIES OF NVBANCORP SHAREHOLDERS.
Each of the NVBancorp Shareholders severally and not jointly,
represents and warrants to and agrees with SRNB, solely with respect to himself
or herself, as follows:
2.1 CAPACITY. Each such NVBancorp Shareholder has all the requisite
capacity and authority to enter into and perform such NVBancorp Shareholder's
obligations under this Agreement.
2.2 BINDING AGREEMENT. This Agreement constitutes the valid and legally
binding obligation of each such NVBancorp Shareholder.
2.3 NON-CONTRAVENTION. The execution and delivery of this Agreement by
each such NVBancorp Shareholder does not, and the performance by such NVBancorp
Shareholder's obligations hereunder and the consummation by such NVBancorp
Shareholder of the transactions contemplated hereby will not, violate or
conflict with or constitute a default under any agreement, instrument, contract
or other obligation or any order, arbitration award, judgment or decree to which
such NVBancorp Shareholder is a party or by which such NVBancorp Shareholder is
bound, or any statute, rule or regulation to which such NVBancorp Shareholder or
any of such NVBancorp Shareholder's property is subject.
2.4 OWNERSHIP OF SHARES. Schedule 1 hereto correctly sets forth the
number of NVBancorp Shares owned by each NVBancorp Shareholder, or with respect
to which each NVBancorp Shareholder has good title to all of the NVBancorp
Shares indicated as owned by such NVBancorp Shareholder in the capacity set
forth on Schedule 1 as of the date indicated on such Schedule 1, and such
NVBancorp Shares are so owned free and clear of any liens, security interest,
charges or other encumbrances, except as set forth in such Schedule 1.
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3. TERMINATION.
3.1 TERMINATION DATE. This Agreement shall terminate and be of no
further force and effect immediately upon the earlier of: (a) consummation of
the Merger; or (b) termination of the Reorganization Agreement in accordance
with the terms thereof.
3.2 EFFECT OF TERMINATION. Upon the termination of this Agreement in
accordance with Section 3.1 hereof, the respective obligations of the parties
hereto shall immediately become void and have no further force or effect.
4. SPECIFIC PERFORMANCE. The parties hereto recognize and agree that
monetary damages will not compensate adequately the parties hereto for
nonperformance. Accordingly, each party agrees that its or his or her
obligations shall be enforceable by court order requiring specific performance.
5. MISCELLANEOUS.
5.1 EXPENSES. Each party hereto shall pay its or his or her own costs
and expenses, including, but not limited to, those of its or his or her
attorneys and accountants, in connection with this Agreement and transactions
covered and contemplated hereby.
5.2 NOTICES. All notices, demands or other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered in
person, by telex, telecopy, facsimile transmission, or by United States mail,
certified or registered, with return receipt requested, or otherwise actually
delivered as follows:
(a) If to a NVBancorp Shareholder:
c/o North Valley Bancorp
000 X. Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: President and
Chief Executive Officer
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
With a copy to:
Coudert Brothers
000 Xxxxxxx Xxxx., Xxxxx Xxxxx
Xxx Xxxx, Xxxxxxxxxx 00000-0000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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(b) If to SRNB:
Six Rivers National Bank
402 "F" Street
Xxxxxx, Xxxxxxxxxx 00000
Attn: President and
Chief Executive Officer
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
With a copy to:
McCutchen, Doyle, Xxxxx & Xxxxxxx LLP
Xxxxx Xxxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
The persons or address to which mailings or deliveries shall be made may change
from time to time by notice given pursuant to the provisions of this Section
5.2. Any notice, demand or other communication given pursuant to the provisions
of this Section 5.2 shall be deemed to have been given on the date delivered or
three days following the date mailed, as the case may be.
5.3 SUCCESSORS AND ASSIGNS. All terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective transferees, successors and assigns; provided, however, that, except
as otherwise contemplated herein, this Agreement and all rights, privileges,
duties and obligations of the parties hereto may not be assigned or delegated by
any party hereto without the prior written consent of the other parties to this
Agreement and any purported assignment in violation of this Section 5.3 shall be
null and void.
5.4 THIRD PARTY BENEFICIARIES. Each party hereto intends that this
Agreement shall not benefit, or create any right or cause of action in or on
behalf of, any person other than the parties hereto. As used in this Agreement,
the term party or parties shall refer only to SRNB and the NVBancorp
Shareholders, or any of them.
5.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
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5.6 GOVERNING LAW. This Agreement is made and entered into in the State
of California and the laws of the State of California shall govern the validity
and interpretation hereof and the performance of the parties hereto of their
respective duties and obligations hereunder.
5.7 CAPTIONS. The captions contained in this Agreement are for
convenience of reference only and do not form a part of this Agreement.
5.8 WAIVER AND MODIFICATION. No waiver of any term, provision or
condition of this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver
of any such term, provision or condition of this Agreement. This Agreement may
be modified or amended only by an instrument of equal formality signed by the
parties or their duly authorized agents.
5.9 ATTORNEYS' FEES. In the event any of the parties to this Agreement
brings an action or suit against any other party by reason of any breach of any
covenant, agreement, representation, warranty or other provision hereof, or any
breach of any duty or obligation created hereunder by such other party, the
prevailing party in whose favor final judgment is entered shall be entitled to
have and recover of and from the losing party all reasonable costs and expenses
incurred or sustained by such prevailing party in connection with such suit or
action, including without limitation, legal fees and court costs (whether or not
taxable as such).
5.10 ENTIRE AGREEMENT. The making, execution and delivery of this
Agreement by the parties hereto have been encouraged by no representations,
statements, warranties or agreements other than those herein expressed. This
Agreement embodies the entire understanding of the parties and there are no
further or other agreements or understandings, written or oral, in effect
between the parties relating to the subject matter hereof, unless expressly
referred to by reference herein.
5.11 SEVERABILITY. Whenever possible, each provision of this Agreement
and every related document shall be interpreted in such manner as to be valid
under applicable law. However, if any provision of any of the foregoing shall be
invalid or prohibited under said applicable law, it shall be construed,
interpreted and limited to effectuate its purposes to the maximum legally
permissible extent. If it cannot be so construed and interpreted so as to be
valid under such law, such provision shall be ineffective to the extent of such
invalidity or prohibition without invalidating the remainder of such provision
or the remaining provisions of this Agreement, and this Agreement shall be
construed to the maximum extent possible to carry out its terms without such
invalid or unenforceable provision or portion thereof.
5.12 SEVERAL OBLIGATIONS. All duties and obligations of each party to
this Agreement shall be several and not joint.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
SIX RIVERS NATIONAL BANK
By: _______________________________
Title:
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NVBANCORP SHAREHOLDERS
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SCHEDULE 1
NVBANCORP
SHAREHOLDERS NUMBER OF SHARES ENCUMBRANCES
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