EXHIBIT 10.2
VOTING AGREEMENT
Cascade Financial Corporation
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Gentlemen:
In order to induce you to enter into an Agreement and Plan of Merger
(the "Merger Agreement") dated of even date herewith by and among Cascade
Financial Corporation ("Cascade"), Cascade Bank, Issaquah Bancshares, Inc.
("Issaquah"), and Issaquah Bank, the undersigned, for himself, his heirs and
legal representatives, hereby agrees, represents, warrants and covenants with
and to Cascade as follows:
1. The undersigned beneficially owns the shares of common stock of
Issaquah ("Issaquah Common Stock") set forth beneath the undersigned's name
below and no other shares of Issaquah Common Stock. Such shares are owned free
and clear of any lien, right or encumbrance whatsoever, except for any pledge
of such shares to secure a loan to the undersigned, and no proxy has been
granted with respect thereto and the undersigned has full capacity, power and
authority to vote such shares without the consent or approval of any other
party in the absence of a default under any such loan secured by such shares.
If any of such shares are currently pledged to secure a loan to the
undersigned, the undersigned (i) represents and warrants that such loan is not
in default and no event or condition exists that with notice, lapse of time or
both would constitute such a default, and (ii) agrees to take all such action
as may be necessary to prevent any such default, event or condition to exist in
order to prevent the lender from taking title to such shares and to continue to
enable the undersigned to vote such shares as hereinafter set forth.
2. The undersigned hereby agrees to vote the undersigned's shares in
favor of approval of the Merger Agreement unless the Merger Agreement has been
terminated prior to the Meeting (as defined in the Merger Agreement).
3. The undersigned covenants that, until the earlier of the
consummation of the Merger or the termination of the Merger Agreement, the
undersigned will not sell, permit a lien or other encumbrance to exist with
respect to (except as hereinabove provided), or grant any proxy in respect of
(except as hereinabove provided and for proxies solicited by the Board of
Directors of Issaquah in connection with the Meeting to vote on the approval of
the Merger Agreement), the shares of Issaquah Common Stock set forth below,
unless all the other parties to any such sale or other transaction enter into
an agreement in form and substance satisfactory to Cascade embodying the
benefits and rights contained herein.
4. The undersigned covenants that the undersigned will not, unless the
Merger Agreement is terminated in accordance with the provisions thereof: (i)
make any public announcement with respect to the Merger; (ii) submit or seek
any other person or entity to submit a proposal for a tender offer, merger or
similar transaction with Issaquah; or (iii) vote the shares owned or controlled
by the undersigned in favor of, solicit proxies or seek another person or
entity to solicit proxies on behalf of, a proposal, the purpose of which is to
oppose or nullify the Merger.
Very truly yours,
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NUMBER OF SHARES: Dated: , 2004
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