EXHIBIT 3
Shareholder Agreement
November 11, 1996
Westamerica Bancorporation
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Ladies and Gentlemen:
The undersigned is a director of ValliCorp Holdings, Inc. ("ValliCorp") and
an owner of common stock of ValliCorp ("ValliCorp Common Stock").
ValliCorp and Westamerica Bancorporation ("Westamerica") have entered into
an Agreement and Plan of Reorganization ("Agreement") dated today's date related
to the Merger of ValliCorp into Westamerica. In consideration of the premises
and the representations, warranties, agreements and conditions in this letter
and in the Agreement and in order to induce Westamerica to execute the
Agreement, the undersigned agrees and undertakes, as follows:
The undersigned will vote, in person or by proxy, at any meeting of
shareholders of ValliCorp (or any action by written consent in lieu of a
meeting) to approve the Agreement and the transactions contemplated thereby (the
"Shareholders' Meeting"), all of the shares of ValliCorp stock as to which the
undersigned has sole or shared voting power (the "Shares") as of the record date
established to determine shareholders who have the right to vote at the
Shareholders' Meeting.
The undersigned agrees that, from and after the date of this letter and
through the date of the Shareholders' Meeting (and any postponements or
adjournments thereof), the shareholder will not sell, assign, transfer or
otherwise take any action that will alter or affect in any way the right to vote
the Shares, except (i) with the prior written consent of Westamerica or (ii) to
change such right from that of a shared right of the shareholder to vote the
Shares to a sole right of the shareholder to vote the Shares.
The undersigned represents and warrants that he/she has sole or shared
voting power over __________ Shares covered by the terms of this letter; and
there are no proxies, voting trusts or other agreements or understandings to
which the undersigned or the undersigned's spouse, if any, is a party or bound
or that requires that any of the Shares be voted in any specific manner other
than as provided in this letter.
Westamerica Bancorporation
November 11, 1996
Page 2
The undersigned agrees that, from and after the Effective Date (as such
term is defined in the Agreement), Section 2(e) of that certain Indemnification
Agreement dated as of September 23, 1996 by and between the undersigned and
ValliCorp (the "Indemnification Agreement") shall be of no further force and
effect as to the undersigned and that such provision shall be deemed to be
superseded as to the undersigned by the proviso to the first sentence and by the
second sentence of Section 5.1(f)(3) of the Agreement.
The undersigned and Westamerica each acknowledge that, in view of the
uniqueness of the obligations of the undersigned in this letter, Westamerica
would not have an adequate remedy at law for money damages in the event that the
promises in this letter have not been performed according to its terms, and,
therefore, the undersigned agrees that Westamerica shall be entitled to specific
enforcement of the terms hereof in addition to any other remedy to which it may
be entitled at law or in equity.
This letter shall terminate automatically without further action at the
earlier of the Effective Date under the Agreement or the termination of the
Agreement in accordance with its terms.
Westamerica Bancorporation
November 11, 1996
Page 3
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original instrument, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date first above written.
Very truly yours,
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SPOUSAL CONSENT
I am the spouse of _____________________. I hereby confirm that I have
read and understand this letter agreement and agree that it shall bind my
interest in the Shares, if any.
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(Spouse's Name)
Accepted and agreed to as of
the date first above written:
WESTAMERICA BANCORPORATION
By:
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