VOTING AGREEMENT
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EXHIBIT 10.2
Pacific
Northwest Bancorp
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 Pacific Northwest Bancorp ("Pacific"), Pacific Northwest Bank and Bank of the Northwest ("Northwest"), the undersigned, for himself, his heirs and legal representatives, hereby agrees, represents, warrants and covenants with and to Pacific as follows:
1. The undersigned beneficially owns the shares of common stock of Northwest ("Northwest Common Stock") set forth beneath the undersigned's name below (which number excludes shares as to which the undersigned has disclaimed beneficial ownership in Northwest's proxy statement for its 2002 annual meeting) and no other shares of Northwest 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 Northwest in connection with the Meeting to vote on the approval of the Merger Agreement, the shares of Northwest 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 Pacific 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 Northwest; 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, | ||
«FirstName» «LastName» |
NUMBER OF SHARES: Dated: July , 2002
VOTING AGREEMENT
