EXHIBIT 10.22
EXECUTION COPY
DIRECTOR VOTING AND RESIGNATION AGREEMENT
This Director Voting and Resignation Agreement ("VOTING AGREEMENT"), dated
as of July 23, 2004, is among Intermountain Community Bancorp, an Idaho
corporation ("INTERMOUNTAIN"), Snake River Bancorp, Inc., an Idaho corporation
("SNAKE RIVER"), and the undersigned, each of whom is a director ("DIRECTOR") of
Snake River. This Voting Agreement will be effective upon the signing of the
Merger Agreement (defined below).
RECITAL
As an inducement for Intermountain to enter into the Plan and Agreement of
Merger (the "MERGER AGREEMENT") dated as of the date hereof, whereby, among
other things, Snake River will merge with and into Intermountain (the
"TRANSACTION"), each of the Directors, for himself or herself, his or her heirs
and legal representatives, hereby agrees as follows:
AGREEMENT
1. VOTING AND OTHER MATTERS. Each of the Directors will vote or cause to be
voted all shares of Snake River's common stock that he or she beneficially
owns, with power to vote or direct the voting of (the "SHARES"), in favor
of approval of the Merger Agreement and the Transaction. In addition, each
of the Directors will (a) recommend to the shareholders of Snake River
that they approve the Merger Agreement, and (b) refrain from any actions
or omissions inconsistent with the foregoing, except as otherwise required
by law, including, without limitation, the Directors' fiduciary duties to
Snake River and its shareholders.
2. NO TRANSFER. Until the earlier of the consummation of the Transaction or
the termination of the Merger Agreement, each Director will not sell,
permit a lien or other encumbrance to be created with respect to, or grant
any proxy in respect of (except for proxies solicited by the board of
directors of Snake River in connection with the Snake River shareholders'
meeting at which the Transaction is presented for shareholder approval)
any Shares, unless all other parties to any such sale or other transaction
enter into an agreement in form and substance satisfactory to
Intermountain embodying the benefits and rights contained in this Voting
Agreement.
3. RESIGNATION. Each Director hereby tenders his or her resignation from the
Boards of Directors of Snake River and Magic Valley Bank, Snake River's
wholly owned subsidiary, effective only upon the closing of the
Transaction.
4. INDIVIDUAL OBLIGATIONS. Obligations of each of the Directors under this
Voting Agreement are intended to be several and not joint.
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5. MISCELLANEOUS.
a. Severability. If any provision of this Voting Agreement or the
application of such provision to any person or circumstances will be
held invalid or unenforceable by a court of competent jurisdiction,
such provision or application will be unenforceable only to the
extent of such invalidity or unenforceability, and the remainder of
the provision held invalid or unenforceable and the application of
such provision to persons or circumstances, other than the party as
to which it is held invalid, and the remainder of this Voting
Agreement, will not be affected.
b. Counterparts. This Voting Agreement may be executed in one or more
counterparts, including facsimile counterparts, each of which will
be deemed an original, but all of which taken together will
constitute one and the same document.
c. Governing Law. This Voting Agreement will be deemed a contract made
under, and for all purposes will be construed in accordance with,
the laws of the State of Idaho.
e. Remedies. Any breach of this Voting Agreement entitles Intermountain
to injunctive relief and/or specific performance, as well as any
other legal or equitable remedies Intermountain may be entitled to.
SIGNED EFFECTIVE as of July 23, 2004.
INTERMOUNTAIN COMMUNITY SNAKE RIVER BANCORP, INC.
BANCORP
By /s/ Xxxx Xxxxxx By /s/ Xxxxxxx Xxxxxxx
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Xxxx Xxxxxx Xxxxxxx Xxxxxxx
President & Chief Executive Officer President & Chief Executive Officer
Additional Signatures on Next Page
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DIRECTORS:
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