VOTING AND OPTION AGREEMENT
EXHIBIT 10.1
This VOTING AND OPTION AGREEMENT (this “Agreement”) is made and entered into as of February 1,
2006, by and between WEST COAST BANCORP, an Oregon corporation (“Bancorp”), and the undersigned
shareholder (“Shareholder”) of Mid-Valley Bank, an Oregon state-chartered bank (“Mid-Valley”).
WHEREAS, Bancorp, West Coast Bank, an Oregon state-chartered bank and wholly owned subsidiary
of Bancorp (“WCB”), and Mid-Valley have entered into an Agreement and Plan of Merger (the “Merger
Agreement”), dated as of the date hereof, pursuant to which Mid-Valley will be merged with and into
WCB (the “Merger”) and shares of Mid-Valley common stock (“Mid-Valley Common Stock”) will be
converted into the merger consideration described in the Merger Agreement; and
WHEREAS, in order to induce Bancorp to enter into the Merger Agreement, and as a condition to
such entry, the undersigned Shareholder, solely in his capacity as such, has agreed to enter into
this Agreement.
NOW, THEREFORE, in consideration of the foregoing, for good and valuable consideration and
with an intent to be legally bound, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER. Shareholder represents and warrants to
Bancorp as follows:
(a) Authority. Shareholder has all necessary power and authority to enter into this Agreement
and perform all of Shareholder’s obligations hereunder. This Agreement has been duly and validly
executed and delivered by Shareholder and constitutes a valid and binding agreement of and is
enforceable against Shareholder in accordance with its terms.
(b) Ownership of Shares; Options. Shareholder is the beneficial owner or record holder of the
number of shares of Mid-Valley Common Stock indicated under Shareholder’s name on the signature
page to this Agreement (the “Existing Shares,” and together with any shares of Mid-Valley Common
Stock acquired by Shareholder after the date hereof, the “Shares”). Shareholder is also the record
owner of options to purchase the number of shares of Mid-Valley Common Stock indicated under
Shareholder’s name on the signature page below (the “Options”).
(c) No Conflicts. Neither the execution and delivery of this Agreement nor the performance by
Shareholder of his obligations under this Agreement will conflict with or constitute a violation of
or default under any contract, commitment, agreement, arrangement or restriction of any kind to
which Shareholder is a party or by which Shareholder, the Shares, or the Options are bound.
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2. VOTING AND OTHER MATTERS.
(a) Voting of Shares. Shareholder will vote all of the Shares as to which he has voting power,
and will use reasonable efforts to cause other Shares to which he beneficially owns to be voted,
(i) in favor of approval of the Merger and (ii) against any action or agreement that would result
in a breach in any material respect of any covenant, representation or warranty or any other
obligation or agreement of Mid-Valley under the Merger Agreement.
(b) Actions. Shareholder will take all appropriate actions to recommend approval of the Merger
to the shareholders of Mid-Valley and will refrain from taking any actions inconsistent with the
foregoing, except as may otherwise be required by law, including, without limitation, his or her
fiduciary duties.
3. NO TRANSFER OF SHARES. Shareholder will not (i) sell, transfer, assign or otherwise dispose
of any of his Shares as to which he has sole or shared dispositive power (even if such action would
allow him to maintain beneficial ownership the Shares) without the prior written consent of
Bancorp, other than Shares sold or surrendered to pay the exercise price of any stock options or to
pay taxes or satisfy withholding obligations with respect to any taxes resulting from such exercise
or (ii) pledge, mortgage or encumber such Shares.
| 4. | OPTIONS. |
(a) No Exercise. Shareholder agrees that he or she will not exercise the Options at any time
prior to the Effective Time (as defined in the Merger Agreement), except that Shareholder may
exercise Options to the extent they would otherwise expire unexercised.
(b) Cash Out of Options. Each Option that is outstanding and unexercised immediately prior to
the Effective Time (as defined in the Merger Agreement) will be cancelled in exchange for a cash
payment, as provided in the Merger Agreement.
5. NO SOLICITATION. Shareholder will not directly or indirectly solicit any inquiries or
proposals from any person or entity relating to any proposal for the purchase of the business or
assets of Mid-Valley, the acquisition of voting securities of Mid-Valley, or any business
combination between Mid-Valley and any person or entity other than Bancorp and WCB.
6. TERMINATION. The obligations of Shareholder under this Agreement will terminate upon the
completion of the Merger. If the Merger is not completed, the obligations of Shareholder will
terminate upon the termination of the Merger Agreement in accordance with its terms.
7. SPECIFIC PERFORMANCE. Shareholder acknowledges that damages would be an inadequate remedy
to Bancorp for an actual or prospective breach of this Agreement and that the obligations of
Shareholder will be specifically enforceable.
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8. MISCELLANEOUS.
(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties and
supersedes all other prior agreements and understandings, both written and oral, between the
parties, with respect to the subject matter hereof.
(b) Assignment. This Agreement may not be assigned without the prior written consent of the
other party hereto. Subject to the foregoing, this Agreement will be binding upon, inure solely to
the benefit of, and be enforceable by the parties and their respective successors, assigns, heirs,
executors, administrators and other legal representatives. This Agreement is not intended to confer
upon any person, other than the parties, any rights or remedies of any nature.
(c) Modifications. This Agreement may not be amended, altered or modified in any manner
whatsoever, except by a written instrument executed by the parties hereto.
(d) Severability. Any term or provision of this Agreement that is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms and provisions of
this Agreement or affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is enforceable.
(e) Governing Law. This Agreement will be governed and construed in accordance with the laws
of the State of Oregon without regard to any conflicts of law principles thereof.
(f) Counterparts. This Agreement may be executed in counterparts or by facsimile, each of
which will have the same effect as an original, and all of which will constitute one and the same
agreement.
(g) Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (with confirmation), mailed by registered or
certified mail (return receipt requested), or delivered by an express courier (with confirmation)
to the parties at the following addresses (or at such other address for a party as shall be
specified by like notice):
| If to Bancorp or WCB, to: | ||||
| West Coast Bancorp | ||||
| 0000 X.X. Xxxxxxx Xxxx, Xxxxx 000 | ||||
| Xxxx Xxxxxx, Xxxxxx 00000 | ||||
| Facsimile: (000)000-0000 | ||||
| Attention: | Xxxxxx X. Xxxxxxxx, President and Chief Executive Officer |
|||
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| with copies to: | ||||
| Xxxxxx Xxxx LLP | ||||
| 000 X.X. Xxxxx Xxxxxx, Xxxxx 0000 | ||||
| Xxxxxxxx, Xxxxxx 00000 | ||||
| Facsimile: (000)000-0000 | ||||
| Attention: Xxxx Xxx Xxxxxx, Esq. | ||||
| If to Shareholder, to the address noted on the signature page hereto. | ||||
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| SHAREHOLDER: | WEST COAST BANCORP |
|
By |
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| Name | Its |
|
| Number of Shares: | ||
| Number of Stock Options: | ||
| Address for Notices: | ||
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