EXHIBIT 10.2
CENTRUE VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") is entered into as of June 30,
2006, among UNIONBANCORP, INC., a Delaware corporation ("UNION"), CENTRUE
FINANCIAL CORPORATION, a Delaware corporation ("CENTRUE"), and each of the
undersigned stockholders of Centrue (collectively referred to in this Agreement
as the "PRINCIPAL STOCKHOLDERS," and individually as a "PRINCIPAL STOCKHOLDER.")
RECITALS
A. As of the date hereof, each Principal Stockholder is the owner of the
number of shares of Centrue's common stock, $0.01 par value per share ("CENTRUE
COMMON STOCK"), as is set forth opposite such Principal Stockholder's name on
the signature page attached hereto and such total number of shares represents
approximately the percentage of the issued and outstanding shares of Centrue's
voting stock that is also set forth thereon opposite such Principal
Stockholder's name.
B. Centrue and Union are contemplating a reorganization through the merger
(the "MERGER") of Centrue with and into Union pursuant to an Agreement and Plan
of Merger dated of even date herewith (the "MERGER AGREEMENT").
C. Union is unwilling to expend the substantial time, effort and expense
necessary to implement the Merger, including applying for and obtaining
necessary approvals of regulatory authorities, unless all of the Principal
Stockholders, which consist as a group of the directors of Centrue and Centrue
Bank who are holders of Centrue Common Stock, enter into this Agreement.
D. Each Principal Stockholder believes it is in his or her best interest as
well as the best interest of Centrue to consummate the Merger.
AGREEMENTS
In consideration of the foregoing premises, which are incorporated herein
by this reference, and the covenants and agreements of the parties herein
contained, and as an inducement to Union to enter into the Merger Agreement and
to incur the expenses associated with the Merger, the parties hereto, intending
to be legally bound, hereby agree as follows:
SECTION 1. DEFINITIONS; CONSTRUCTION. All terms that are capitalized and
used herein (and are not otherwise specifically defined herein) shall be used in
this Agreement as defined in the Merger Agreement. The parties hereby
incorporate by this reference the principles of construction set forth in
Section 1.2 of the Merger Agreement.
SECTION 2. REPRESENTATIONS AND WARRANTIES. Each Principal Stockholder
represents and warrants that as of the date hereof, he or she:
(A) owns beneficially and of record the number of shares of Centrue
Common Stock as is set forth opposite such Principal Stockholder's name on the
signature page attached hereto, all of which shares are free and clear of all
liens, pledges, security interests, claims, encumbrances, options, voting
agreements, proxies, agreements to sell and commitments of every kind
(collectively, "ENCUMBRANCES");
(B) has the sole, or joint with any other Principal Stockholder,
voting power with respect to such shares of Centrue Common Stock, and that,
except for any Centrue Stock Options or Centrue Common Stock held under any
Centrue Employee Benefit Plan, he or she does not own or hold any rights to
acquire any additional shares of Centrue's capital stock or any interest therein
or any voting rights with respect to any additional shares; and
(C) has all necessary power and authority to enter into this Agreement
and further represents and warrants that this Agreement is the legal, valid and
binding agreement of such Principal Stockholder, and is enforceable against such
Principal Stockholder in accordance with its terms.
SECTION 3. VOTING AGREEMENT. Each Principal Stockholder hereby agrees that
at any meeting of Centrue's stockholders however called, and in any action by
written consent of Centrue's stockholders, such Principal Stockholder shall vote
all shares of Centrue Common Stock now or at any time hereafter owned or
controlled by him or her:
(A) in favor of the Merger and the other Contemplated Transactions as
described in the Merger Agreement, and any action or agreement that would
reasonably be expected to facilitate the Contemplated Transactions;
(B) against any acquisition of any capital stock of Centrue or Centrue
Bank through purchase, merger, consolidation or otherwise, or the acquisition by
any method of a substantial portion of the assets of Centrue or Centrue Bank, in
any such case by any party other than Union or its Subsidiaries (an "ACQUISITION
TRANSACTION");
(C) against any action or agreement that would reasonably be expected
to result in a material breach of any covenant, representation or warranty or
any other obligation of Centrue under the Merger Agreement; and
(D) against any action or agreement that would reasonably be expected
to impede or interfere with the Contemplated Transactions, including any: (i)
change in Centrue's board of directors; (ii) change in Centrue's present
capitalization; or (iii) other material change in Centrue's corporate structure
or business, in each such case except as expressly contemplated by the Merger
Agreement or otherwise agreed to in writing by Union.
SECTION 4. ADDITIONAL COVENANTS. Except as required by law, each Principal
Stockholder agrees that he or she will:
(A) not, and will not permit any of his or her Affiliates, prior to
the Effective Time to sell, assign, transfer or otherwise dispose of, create an
Encumbrance with respect to, or permit to be sold, assigned, transferred or
otherwise disposed of, any Centrue Common Stock owned of record or beneficially
by such Principal Stockholder, whether such shares of Centrue
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Common Stock are owned of record or beneficially by such Principal Stockholder
on the date of this Agreement or are subsequently acquired by any method,
except: (i) for transfers by will or by operation of law (in which case this
Agreement shall bind the transferee); (ii) with the prior written consent of
Union (which consent shall not be unreasonably withheld), for any sales,
assignments, transfers or other dispositions necessitated by hardship; or (iii)
as Union may otherwise agree in writing;
(B) not, and will not permit any of his or her Affiliates, directly or
indirectly (including through its Representatives), to initiate, solicit or
encourage any discussions, inquiries or proposals with any third party relating
to an Acquisition Transaction, or provide any such person with information or
assistance or negotiate with any such person with respect to an Acquisition
Transaction or agree to or otherwise assist in the effectuation of any
Acquisition Transaction;
(C) not vote or execute any written consent to rescind or amend in any
manner any prior vote or written consent to approve or adopt the Merger
Agreement or any of the other Contemplated Transactions;
(D) at Union's request, use his or her best efforts to cause any
necessary meeting of Centrue's stockholders to be duly called and held, or any
necessary consent of stockholders to be obtained, for the purpose of approving
or adopting the Merger Agreement and the other Contemplated Transactions;
(E) cause any of his or her Affiliates to cooperate fully with Union
in connection with the Merger Agreement and the Contemplated Transactions; and
(F) execute and deliver such additional instruments and documents and
take such further action as may be reasonably necessary to effectuate and comply
with his or her respective obligations under this Agreement.
SECTION 5. TERMINATION. Notwithstanding any other provision of this
Agreement, this Agreement shall automatically terminate on the earlier of: (i)
the date of termination of the Merger Agreement as set forth in Article 11
thereof, as such termination provisions may be amended by Centrue and Union from
time to time; or (ii) the Effective Time.
SECTION 6. REMEDIES. Each Principal Stockholder understands and
acknowledges that if he or she should breach any of his or her covenants
contained in this Agreement, the damage to Union would be indeterminable in view
of the inability to measure the ultimate value and benefit to Union resulting
from its contemplated combination with Centrue, and that Union therefore would
not have an adequate remedy at law to compensate Union for any such breach. Each
Principal Stockholder agrees that in addition to any other remedy available to
Union at law or in equity, Union shall be entitled to specific performance of
this Agreement by such Principal Stockholder upon application to any court
having jurisdiction over the parties. Accordingly, each Principal Stockholder:
(a) irrevocably waives, to the extent permitted by law, any defense that he or
she might have based on the adequacy of a remedy at law that might be asserted
as a bar to specific performance, injunctive relief or other equitable relief;
and (b) agrees to the
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granting of injunctive relief without the posting of any bond and further agrees
that if any bond shall be required, such bond shall be in a nominal amount.
SECTION 7. AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified or supplemented at any time by the written approval of such amendment,
modification or supplement by Centrue, Union and all of the Principal
Stockholders.
SECTION 8. ENTIRE AGREEMENT. This Agreement evidences the entire agreement
among the parties hereto with respect to the matters provided for herein and
there are no agreements, representations or warranties with respect to the
matters provided for herein other than those set forth herein and in the Merger
Agreement and written agreements related thereto. Except for the Merger
Agreement, this Agreement supersedes any agreements among any of Centrue, its
stockholders or Union concerning the acquisition, disposition or control of any
Centrue Common Stock.
SECTION 9. ABSENCE OF CONTROL. Subject to any specific provisions of this
Agreement, it is the intent of the parties to this Agreement that neither Union
nor Centrue by reason of this Agreement shall be deemed (until consummation of
the Contemplated Transactions) to control, directly or indirectly, any other
party and shall not exercise, or be deemed to exercise, directly or indirectly,
a controlling influence over the management or policies of any such other party.
Pursuant to Section 2.11 in the Merger Agreement, nothing contained herein shall
be deemed to grant Union an ownership interest in any shares of Centrue Common
Stock.
SECTION 10. INFORMED ACTION. Each Principal Stockholder acknowledges that
he or she has had an opportunity to be advised by counsel of his or her choosing
with regard to this Agreement and the transactions and consequences contemplated
hereby. Each Principal Stockholder further acknowledges that he or she has
received a copy of the Merger Agreement and is familiar with its terms.
SECTION 11. SEVERABILITY. The parties agree that if any provision of this
Agreement shall under any circumstances be deemed invalid or inoperative, this
Agreement shall be construed with the invalid or inoperative provisions deleted
and the rights and obligations of the parties shall be construed and enforced
accordingly.
SECTION 12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
SECTION 13. GOVERNING LAW. All questions concerning the construction,
validity and interpretation of this Agreement and the performance of the
obligations imposed by this Agreement shall be governed by the internal laws of
the State of Illinois applicable to agreements made and wholly to be performed
in such state without regard to conflicts of laws.
SECTION 14. JURISDICTION AND SERVICE OF PROCESS. Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement shall be brought only in the courts of the State of Illinois, County
of LaSalle or, if it has or can acquire jurisdiction, in the United States
District Court serving the County of LaSalle, and each of the
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parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein. Process in any action or proceeding referred to in the
preceding sentence may be served on any party anywhere in the world.
SECTION 15. SUCCESSORS; ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of Centrue and Union, and their successors and
permitted assigns, and the Principal Stockholders and their respective spouses,
executors, personal representatives, administrators, heirs, legatees, guardians
and other legal representatives. This Agreement shall survive the death or
incapacity of any Principal Stockholder. This Agreement may not be assigned by
any party.
SECTION 16. DIRECTORS. The parties hereto acknowledge that each Principal
Stockholder is entering into this agreement solely in his or her capacity as a
Centrue stockholder and, notwithstanding anything to the contrary in this
Agreement, nothing in this Agreement is intended or shall be construed to
require any Principal Stockholder, in his or her capacity as a director of
Centrue or a director of Centrue Bank, to act or fail to act in accordance with
his or her fiduciary duties in such director capacity. Furthermore, no Principal
Stockholder makes any agreement or understanding herein in his or her capacity
as a director of Centrue. For the avoidance of doubt, nothing in this SECTION 16
shall in any way limit, modify or abrogate any of the obligations of the
Principal Stockholders hereunder to vote the shares owned by him or her in
accordance with the terms of the Agreement and not to transfer any shares except
as permitted by this Agreement.
[THIS SPACE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
individually, or have caused this Agreement to be executed by their respective
officers, on the day and year first written above.
CENTRUE FINANCIAL CORPORATION UNIONBANCORP, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer Title: President and
Chief Executive Officer
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[SIGNATURE PAGE OF VOTING AGREEMENT CONTINUED]
PERCENTAGE
PRINCIPAL STOCKHOLDERS SHARES OWNED OWNERSHIP
---------------------- ------------ ----------
/s/ Xxxxxx X. Xxxxxx 50,235 2.25%
-------------------------------------
Signature
Xxxxxx X. Xxxxxx
Printed Name
/s/ Xxxxxxx X. Xxxxx 11,000 0.49%
-------------------------------------
Signature
Xxxxxxx X. Xxxxx
Printed Name
/s/ Xxxxxxx X. Xxxxxxxx 67,000 3.00%
-------------------------------------
Signature
Xxxxxxx X. Xxxxxxxx
Printed Name
/s/ Xxxxxxx X. Xxxxx 25,792 1.16%
-------------------------------------
Signature
Xxxxxxx X. Xxxxx
Printed Name
/s/ Xxxx X. Xxxxx 26,700 1.20%
-------------------------------------
Signature
Xxxx X. Xxxxx
Printed Name
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