EXHIBIT 10.1
STOCKHOLDER VOTING AGREEMENT
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This Agreement, made to be effective the 29th day of November,
2002, by and between the stockholders named below executing this Agreement
("Stockholders") and Peoples Bancorp Inc., an Ohio corporation ("Acquiror");
W I T N E S S E T H:
WHEREAS, the Stockholders own or have the power to vote common
shares of Kentucky Bancshares Incorporated, a Kentucky corporation (the
"Company") (listed as follows and collectively referred to herein as the
"Stockholders' Shares"):
Name of Stockholder Number of Stockholder Shares Owned
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Xxxx Xxxxx 49
C. Xxxxxx Christmas 336
Xxxxxxxxxxx X. Xxxxxx 2,075
Xxxx X. Xxxxxx 2,013
Xxxx X. Xxxxxx 60
Xxxx XxXxxxxx 434
Xxxx Xxxxxxxxxx 4
Xxxxxxx Xxxx Xxx 000
X. Xxxxxxx Xxx 1,921
Xxxxx Xxx 232
Xxxxxxx Xxxx Xxx 000
Xxxxxx X. Xxxx 1,739
The Savannah Corporation 000
Xxxxxxx X. Xxxxxx 576
Xxxxx X. Xxxxxx 361
WHEREAS, the Company and Acquiror are concurrently with the
execution of this Agreement entering into an Agreement and Plan of Merger (the
"Merger Agreement");
WHEREAS, under the terms of the Merger Agreement, the Company
will call a meeting of its stockholders for the purpose of voting upon the
approval of the merger described in the Merger Agreement (the "Merger") (such
meeting, together with any adjournments thereof, the "Stockholders' Meeting");
WHEREAS, it is the belief of the Stockholders that the Merger
is in the best interests of the Stockholders and the Company; and
WHEREAS, in order to induce Acquiror to enter into the Merger
Agreement, the Stockholders are willing to make certain agreements with respect
to the Stockholders' Shares.
NOW, THEREFORE, in consideration of the premises and to induce
the Company and Acquiror to negotiate the Merger Agreement and to encourage the
Company and Acquiror to enter into the Merger Agreement and complete the Merger,
the parties hereto agree as follows:
1. AGREEMENT TO VOTE. The Stockholders agree to vote the
Stockholders' Shares (and any other Shares of the Company over
which the Stockholders have voting power) as follows:
(a) in favor of the adoption and approval of the Merger
Agreement and the Merger at any Stockholders' Meeting. Any
such vote shall be cast (or consent in writing given, if
applicable) in accordance with procedures to assure that it
is duly counted for purposes of establishing a quorum and
to record the results;
(b) against the approval of an Acquisition Proposal (as defined
below) with any third party; and
(c) against any other transaction which is inconsistent with
the obligation of the Company to consummate the Merger in
accordance with the Merger Agreement.
2. LIMITATION ON VOTING POWER. The parties hereto acknowledge and
agree that nothing contained herein is intended to restrict any
Stockholder from voting on any matter, or otherwise from acting,
in the Stockholder's capacity as a director of the Company with
respect to any matter, including but not limited to, the
management or operation of the Company.
3. TERMINATION. This Agreement shall terminate on the earlier of:
(a) by mutual consent of Acquiror and the Stockholders;
(b) the date on which the Merger Agreement is terminated in
accordance with its terms, or
(c) the date on which the Merger is consummated. Upon any such
termination, the obligations of each party to this
Agreement shall be extinguished.
4. REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF THE
STOCKHOLDERS. The Stockholders hereby covenant, represent and
warrant to the Acquiror that:
(a) Stockholders have the capacity and all necessary power and
authority to vote the Stockholders' Shares;
(b) this Agreement constitutes a legal, valid and binding
obligation of the Stockholders, enforceable in accordance
with its terms, except as enforcement may be limited by
bankruptcy, insolvency or similar laws affecting
enforcement of creditors' rights generally;
(c) this Agreement has been duly authorized, executed and
delivered by the Stockholders or by the persons executing
this Agreement on behalf of the Stockholders;
(d) this Agreement will not violate, conflict with, require a
consent, waiver or approval under, or result in a breach or
default under any of the terms of any contract or
obligation, order, writ, injunction, decree or statute,
law, rule or regulation to which any Stockholder is a
party, which is applicable to a Stockholder or the
Stockholder's Shares, or by which a Stockholder is bound;
(e) the Stockholders further agree that, during the term of
this Agreement, the Stockholders will not, without the
prior written consent of Acquiror, sell, pledge, transfer
or otherwise voluntarily dispose of any of the
Stockholders' Shares held by the Stockholders, grant any
proxy with respect to the Stockholders' Shares or take any
other voluntary action which would have the effect of
removing the Stockholders' power to vote the Stockholders'
Shares or which would be inconsistent with this Agreement;
and
(f) this Agreement shall apply to all additional shares of
capital stock of the Company acquired by the Stockholders
on or after the date of this Agreement.
5. AFFILIATE'S AGREEMENT. If any of the Stockholders is determined by
the Company to be an affiliate of the Company, such Stockholder
shall sign an agreement regarding transfers of shares in the form
prescribed under the Merger Agreement for affiliates of the
Company.
6. SPECIFIC PERFORMANCE. The Stockholders hereby acknowledge that
damages would be an inadequate remedy for any breach of the
provisions of this Agreement and agree that the obligations of the
Stockholders shall be specifically enforceable and that Acquiror
shall be entitled to injunctive or other equitable relief upon
such a breach by the Stockholders. The Stockholders further agree
to waive any bond in connection with the obtaining of any such
injunctive or equitable relief. This provision is without
prejudice to any other rights that Acquiror may have against
Stockholders for any failure to perform the Stockholders'
obligations under this Agreement.
7. GOVERNING LAW. This Agreement shall be enforceable under and
construed in accordance with the laws of the State of Ohio.
8. DEFINITION. For purposes of this Agreement, an Acquisition
Proposal means the acquisition or purchase of all or a material
amount of the assets of the Company or its subsidiaries, or any
securities of the Company or its subsidiaries, or any merger,
tender offer, consolidation or business combination involving the
Company or its subsidiaries.
IN WITNESS WHEREOF, the Stockholders have executed this
Agreement and Acquiror has caused this Agreement to be executed to be effective
as of the date set forth in the first paragraph above.
ACQUIROR STOCKHOLDERS
Peoples Bancorp Inc. /s/ XXXX XXXXX
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Xxxx Xxxxx
By: /s/ XXXXXX X. XXXXX /s/ C. XXXXXX CHRISTMAS
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Xxxxxx X. Xxxxx C. Xxxxxx Christmas
Its: President & CEO
/s/ XXXXXXXXXXX X. XXXXXX
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Xxxxxxxxxxx X. Xxxxxx
/s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
/s/ XXXX XXXXXXXX
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Xxxx XxXxxxxx
/s/ XXXX XXXXXXXXXX
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Xxxx Xxxxxxxxxx
/s/ E. XXXXXXX XXX
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E. Xxxxxxx Xxx
/s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
/s/ XXXXXXX XXXX XXX
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Xxxxxxx Xxxx Xxx
/s/ XXXXX XXX
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Xxxxx Xxx
/s/ XXXXXXX XXXX XXX
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Xxxxxxx Xxxx Xxx
/s/ XXXX XXXX XXXXXX
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Xxxx Xxxx Xxxxxx
/s/ XXXXXX XXXX
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Xxxxxx Xxxx, President
The Savannah Corporation
