EXHIBIT B
SHAREHOLDER'S AGREEMENT
SHAREHOLDER'S AGREEMENT, dated as of the 23rd day of September, 1997
(the "Agreement"), by and between (i) _______________, a director and
shareholder (the "Shareholder") of Vectra Banking Corp., a Colorado corporation
(the "Company"), and (ii) Zions Bancorporation, a Utah corporation ("Zions").
All capitalized terms used herein and not defined herein shall have the meaning
assigned thereto in the Merger Agreement (defined below).
WHEREAS, the Company and Zions have entered into an Agreement and Plan
of Merger, dated the date hereof (the "Merger Agreement"), providing for the
business combination transaction contemplated therein in which the Company will
merge with and into Zions pursuant to the terms and conditions of the Merger
Agreement (the "Merger") and Zions will pay consideration to the Company's
shareholders in the form of Zions Common Stock;
WHEREAS, the Shareholder owns the shares of Company Common Stock
identified on Annex I hereto (such shares, together with all shares of Company
Common Stock subsequently acquired by the Shareholder during the term of this
Agreement, being referred to as the "Shares"); and
WHEREAS, in order to induce Zions to enter into the Merger Agreement
and in consideration of the substantial expenses incurred and to be incurred by
Zions in connection therewith, the Shareholder has agreed to enter into and
perform this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Agreement to Vote Shares. Shareholder shall vote or cause to be
voted, or execute a written consent with respect to, the Shares in favor of
adoption and approval of the principal terms of the Merger Agreement and the
Merger and all transactions relating thereto at every meeting of the
shareholders of the Company at which such matters are considered and at every
adjournment thereof and in connection with every proposal to take action by
written consent with respect thereto.
2. No Voting Trusts. Shareholder agrees that Shareholder will not, nor
will Shareholder permit any entity under Shareholder's control to, deposit any
Shares in a voting trust or subject the Shares to any agreement, arrangement or
understanding with respect to the voting of the Shares inconsistent with this
Agreement.
3. Pledged Shares. Zions acknowledges and understands that (i)
all or a portion of the Shares (the "Pledged Shares") may have been pledged by
Shareholder to a financial institution or other third party to secure certain
obligations of Shareholder to such financial institution or other third party
(the "Pledge Arrangement"), and (ii) such Pledged Shares may be subject to
certain restrictions under the Pledge Arrangement (including voting and/or
transfer restrictions). Shareholder represents and warrants that, until such
time as there may exist a default under the Pledge Arrangement, the Pledge
Arrangement would not prohibit or otherwise prevent Shareholder from executing
and delivering this Agreement and consummating the transactions contemplated
hereby. Shareholder represents that Shareholder is not currently in default
under the Pledge Arrangement and that no event has occurred that, with the lapse
of time or giving of notice (or both), would constitute a default under the
Pledge Arrangement. Shareholder agrees promptly to notify Zions of any default
by Shareholder under the Pledge Arrangement or of any event that occurs that,
with the lapse of time or giving of notice (or both), would constitute a default
under the Pledge Arrangement.
4. Limitation on Sales. Subject to Section 3 hereof, during the term of
this Agreement, Shareholder agrees not to sell, assign, transfer, pledge,
encumber or otherwise dispose of any of the Shares.
5. Representations and Warranties of Shareholder. Subject to Section 3
hereof, Shareholder represents and warrants to and agrees with Zions as follows:
a. Capacity. Shareholder has all requisite capacity and authority to
enter into and perform his or her obligations under this Agreement.
b. Binding Agreement. This Agreement constitutes the valid and legally
binding obligation of Shareholder, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
c. Non-Contravention. The execution and delivery of this Agreement by
Shareholder does not, and the performance by Shareholder of his or her
obligations hereunder and the consummation by Shareholder of the
transactions contemplated hereby will not, violate or conflict with, or
constitute a default under, any agreement, instrument, contract or other
obligation or any order, arbitration award, judgment or decree to which
Shareholder is a party or by which Shareholder is bound, or any statute,
rule or regulation to which Shareholder is subject or, in the event that
Shareholder is a corporation, partnership, trust or other entity, any
charter, bylaw or other organizational document of the Shareholder.
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d. Ownership of Shares. Annex I hereto correctly sets forth, as of the
date of this Agreement, the number of shares of Company Common Stock owned
beneficially and of record by the Shareholder, divided between those shares
owned both of record and beneficially and those shares for which the
Shareholder solely has voting power or the power to direct the voting
thereof. Shareholder has good title to all of the Shares indicated as owned
by Shareholder in the capacity set forth on Annex I as of the date hereof,
and such Shares are so owned free and clear of any liens, security
interests, charges or other encumbrances.
6. Term of Agreement; Termination. The term of this Agreement shall
commence on the date hereof and such term and this Agreement shall terminate
upon the earlier to occur of (i) the Effective Time, and (ii) the date on which
the Merger Agreement is terminated in accordance with its terms. Upon such
termination, no party shall have any further obligations or liabilities
hereunder; provided, however, such termination shall not relieve any party from
liability for any breach of this Agreement prior to such termination.
7. Entire Agreement. This Agreement supersedes all prior agreements,
written or oral, among the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the parties with respect to the
subject matter hereof. This Agreement may not be amended, supplemented or
modified, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by each party hereto. No waiver of any provisions
hereof by either party shall be deemed a waiver of any other provisions hereof
by any such party, nor shall any such waiver be deemed a continuing waiver of
any provision hereof by such party.
8. Notices. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission and on the next business day when sent by a
reputable overnight courier service to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):
If to Zions, to:
Zions Bancorporation
Xxx Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxx X. Xxxxxxx
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With copies to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
If to the Shareholder, to:
==============================
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Telecopier: ____________________
Attention: _____________________
9. Miscellaneous.
a. Severability. If any provision of this Agreement or the application
of such provision to any person or circumstances shall be held invalid or
unenforceable by a court of competent jurisdiction, such provision or
application shall be unenforceable only to the extent of such invalidity or
unenforceability, and the remainder of the provision held invalid or
unenforceable and the application of such provision to persons or
circumstances, other than the party as to which it is held invalid, and the
remainder of this Agreement, shall not be affected.
b. Capacity. The covenants contained herein shall apply to Shareholder
solely in his or her capacity as a shareholder of the Company, and no
covenant contained herein shall apply to Shareholder in his or her capacity
as a director of the Company.
c. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
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d. Headings. All Section headings herein are for convenience of
reference only and are not part of this Agreement, and no construction or
reference shall be derived therefrom.
e. Choice of Law. This Agreement shall be deemed a contract made under,
and for all purposes shall be construed in accordance with, the laws of the
State of Utah, without reference to its conflicts of law principles.
f. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
ZIONS BANCORPORATION
By: _____________________________________
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
_____________________________________
(Print or type name)
_____________________________________
(Signature)
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ANNEX I
Number of Shares of Company Common Stock Owned,
as of September 23, 1997: _________________
Number of Shares of Company Common Stock
Issuable Upon Exercise of Options,
as of September 23, 1997: _________________
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