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Exhibit 10.3
[On St. Xxxxxxx Capital Corporation Letterhead]
_______________, 1998
Board of Directors
Reliance Bancshares, Inc.
0000 Xxxxx x Xxxxxx
Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
On June ___, 1998, St. Xxxxxxx Capital Corporation, a Wisconsin
corporation (the "Acquiror"), and Reliance Bancshares, Inc., a Wisconsin
corporation ("Company"), entered into an Agreement and Plan of Reorganization
(the "Agreement") providing, among other things, for the merger of the Company
with and into Acquiror (the "Merger"). The undersigned is a shareholder of the
Company (a "Shareholder") and a director or an executive officer of the
Company, and pursuant to Section 5.13 of the Agreement, hereby enters into this
voting agreement (the "Voting Agreement") with respect to shares of common
stock, $1.00 par value per share, of the Company held of record or beneficially
owned by such Shareholder ("Company Common Stock").
The Shareholder understands that Acquiror has undertaken and will
continue to undertake substantial expenses in connection with the Agreement and
the actions necessary to consummate the Merger and the other transactions
contemplated thereby. In consideration of, and as a condition to, Acquiror
consummating the transactions contemplated by the Agreement, and in
consideration of the expenses incurred and to be incurred by Acquiror in
connection therewith, the Shareholder and Acquiror agree as follows:
1. The Shareholder agrees to be present (in person or by proxy)
or to cause the holder of record on the applicable record date (the "Record
Holder") to be present (in person or by proxy) at all meetings of shareholders
of the Company called to vote for approval of the Merger or any transactions
contemplated by the Agreement so that all of the shares of Company Common Stock
then owned of record or beneficially by him or her will be counted for the
purpose of determining the presence of a quorum at such meetings, and to vote
or cause the Record Holder to vote all such shares in favor of approval and
adoption of the Agreement and the transactions contemplated thereby.
2. The Shareholder agrees not to vote or execute or to cause the
Record Holder to vote or execute any written consent to rescind or amend in any
manner any prior vote or written consent to approve or adopt the Agreement and
the transactions contemplated thereby.
3. The Shareholder agrees to use his or her best efforts to cause
the Merger and the other transactions contemplated by the Agreement to be
consummated.
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St. Xxxxxxx Capital Corporation
_____________, 1998
Page 2
4. Prior to the Effective Time (as defined in Section 1.02 of the
Agreement or termination of this Agreement, as the case may be), the
Shareholder will not sell, assign, transfer or otherwise dispose of (including,
without limitation, by the creation of a Lien (as defined in paragraph 6
below)), or permit to be sold, assigned, transferred or otherwise disposed of,
any shares of Company Common Stock owned of record or beneficially by such
Shareholder, whether such shares of Company Common Stock are owned of record or
beneficially by such Shareholder on the date of this Voting Agreement or are
subsequently acquired, whether pursuant to the exercise of stock options or
otherwise, except (i) for transfers by will or by operation of law (in which
case this Voting Agreement shall bind the transferee); (ii) for sales,
assignments, transfers or other dispositions necessitated by hardship with the
prior written consent of the Acquiror; (iii) for sales or transfers to the
Company in exercise of Company stock options, provided, however, that shares of
Company Common Stock issued in exercise of such options shall be subject to the
terms of this Voting Agreement; or (iv) as Acquiror may otherwise agree in
writing.
5. Shareholder will vote, or cause the Record Holder to vote, the
shares of Company Common Stock against any action, proposal or agreement that
could reasonably be expected to result in a breach in any material respect of
any covenant, representation or warranty or any other obligation of the Company
under the Agreement, or which could reasonably be expected to result in any of
the conditions to the Company's obligations under the Agreement not being
fulfilled and will vote, or cause the Record Holder to vote, such shares of
Company Common Stock against any Acquisition Proposal (as defined below).
6. The Shareholder will not, directly or indirectly, initiate,
solicit or knowingly encourage (including the furnishing of nonpublic
information) or take any action to knowingly facilitate any inquiries or the
making of any proposal that constitutes, or may reasonably be expected to lead
to, any Acquisition proposal (as defined below). The Shareholder shall notify
Acquiror orally (within one business day) and in writing (as promptly as
practicable) of all relevant details relating to all inquiries and proposals
which he or she may receive relating to any of such matters and if such inquiry
or proposal is in writing the Shareholder shall deliver a copy of such inquiry
or proposal promptly to Acquiror.
7. For purposes of this Voting Agreement, Acquisition Proposal"
shall mean any of the following involving the Company or any of its
Subsidiaries (other than the transactions contemplated under the Agreement):
(a) any merger, consolidation, share exchange, business combination or other
similar transaction; (b) any sale, lease, exchange, mortgage, pledge,
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St. Xxxxxxx Capital Corporation
_____________, 1998
Page 3
transfer or other disposition of 10% or more of the assets of the Company and
its Subsidiaries, taken as a whole, in a single transaction or series of
transactions; (c) any tender offer or exchange offer for 10% or more of the
outstanding shares of capital stock of the Company or the filing of a
registration statement under the Securities Act of 1933, as amended, in
connection therewith; or (de) any public announcement of a proposal, plan or
intention to do any of the foregoing or any agreement to engage in any of the
foregoing.
8. The Shareholder represents that (i) the Shareholder has the
complete and unrestricted power and the unqualified right to enter into and
perform the terms of the Voting Agreement; (ii) assuming the due authorization,
execution and delivery by the Acquiror and the Company, this Voting Agreement
constitutes a valid and binding agreement with respect to such shareholder,
enforceable against such Shareholder in accordance with its terms except that
(a) the enforceability hereof may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereinafter in effect affecting
creditors' rights generally and (b) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought; and (iii) such Shareholder owns
the shares of Company Common Stock free and clear of any liens, claims, charges
or other encumbrances and restrictions of any kind whatsoever ("Liens") except
as noted below, and has sole and unrestricted voting power with respect to such
shares of Company Common Stock.
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9. The Shareholder acknowledges receipt and review of a copy of
the Agreement. Notwithstanding any other provision of this Voting Agreement,
the provisions of this Voting Agreement shall not prohibit or restrain the
Shareholder from complying with his fiduciary obligations as a director or
executive officer of the Company.
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St. Xxxxxxx Capital Corporation
_____________, 1998
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10. Notwithstanding anything herein to the contrary, the
agreements contained herein shall remain in full force and effect until the
earlier of (i) the consummation of the Merger; or (ii) the termination of the
Agreement in accordance with Article Ten hereof.
11. Notices may be provided to Acquiror in the manner specified in
Section 12.04 of the Agreement.
12. This Voting Agreement is to be governed by the laws of the
State of Wisconsin, without giving effect to the principles of conflicts of
laws thereof. If any provision hereof is deemed unenforceable, the
enforceability of the other provisions shall not be affected.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first above written.
Very truly yours,
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Name:
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Title:
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Accepted and agreed to as of
the date first above written.
ST. XXXXXXX CAPITAL CORPORATION
By:
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Xxxxxxx X. Xxxx, Secretary
