STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT ("Agreement"), dated as of July 29, 2003, by and
between Citizens Bank of Massachusetts, a Massachusetts trust company ("Buyer"),
and the undersigned ("Stockholder") director and holder of common stock, par
value $2.50, of Community Bancorp, Inc. ("Shares").
WHEREAS, the Buyer, Citizens Financial Group, Inc., a Delaware corporation
and the parent company of the Buyer, and Community Bancorp, Inc., a
Massachusetts corporation ("Seller"), have entered into an Agreement and Plan of
Merger, dated of even date herewith (as such agreement may be subsequently
amended or modified, the "Agreement and Plan of Merger"), providing for the
merger of a subsidiary of the Buyer with and into the Seller (the "Merger");
WHEREAS, the Stockholder beneficially owns and has sole or shared voting
power with respect to the number of Shares, and holds stock options or other
rights to acquire the number of Shares indicated opposite the Stockholder's name
on Schedule 1 attached hereto; and
WHEREAS, it is a condition to the consummation of the Merger that the
Stockholder execute and deliver this Agreement on a date even herewith.
NOW, THEREFORE, in consideration of, and as a condition to, the Buyer
entering into the Agreement and Plan of Merger and proceeding with the
transactions contemplated thereby, and in consideration of the expenses incurred
and to be incurred by the Buyer in connection therewith, the Stockholder and the
Buyer agree as follows:
1. Agreement to Vote Shares. The Stockholder agrees that at any meeting of
the stockholders of the Seller, or in connection with any written consent of the
stockholders of the Seller, Stockholder shall:
(a) appear at such meeting or otherwise cause the Shares to be counted
as present thereat for purposes of calculating a quorum;
(b) from and after the date hereof until the Expiration Date, vote (or
cause to be voted), or deliver a written consent (or cause a
consent to be delivered) covering all of the Shares that such
Stockholder shall be entitled to so vote, whether such Shares are
beneficially owned by such Stockholder on the date of this
Agreement or are subsequently acquired, (i) in favor of adoption
and approval of the Agreement and Plan of Merger and the
transactions contemplated thereby, including the Merger; (ii)
against any action or agreement that would result in a breach of
any covenant, representation, or warranty or any other obligation
or agreement of the Seller contained in the Merger Agreement or of
the Stockholder contained in this Agreement; and (iii) against any
offer or proposal (an "Acquisition Proposal") for, or any
indication of interest in (w) a merger, tender offer,
recapitalization, or consolidation, or any similar transaction
involving the Seller or any of its subsidiaries, (x) a purchase,
lease or other acquisition
or assumption of all or a substantial portion of the assets or
deposits of the Seller or all or substantially all of the assets or
deposits of any of its subsidiaries, (y) a purchase or other
acquisition (including by way of merger, consolidation, share
exchange or otherwise) of beneficial ownership (the term
"beneficial ownership" for purposes of this Agreement having the
meaning assigned thereto in Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder) of securities representing ten percent (10%) or more of
the voting power of the Seller or any of its subsidiaries, or (z)
any substantially similar transaction (any of which, an
"Acquisition Transaction"), or any other action, agreement or
transaction that is intended, or could reasonably be expected, to
materially impede, interfere or be inconsistent with, delay,
postpone, discourage or materially and adversely affect
consummation of the Merger or any of the transactions contemplated
by the Agreement and Plan of Merger;
2. Expiration Date. As used in this Agreement, the term "Expiration Date"
shall mean the earlier to occur of (i) the effective time of the Merger; and
(ii) such date and time as the Agreement and Plan of Merger shall be terminated
pursuant to Article VIII thereof. Upon termination of this Agreement, no party
shall have any further obligations or liabilities under this Agreement; provided
however, such termination shall not relieve any party from liability for any
willful breach of this Agreement prior to termination hereof.
3. Agreement to Retain Shares. From and after the date hereof until the
Expiration Date, the Stockholder shall not, directly or indirectly, sell,
assign, transfer, assign, or otherwise dispose of (including, without
limitation, by the creation of a Lien (as defined in Section 5(c) below)), or
enter into any contract, option, commitment or other arrangement or
understanding with respect to the sale, transfer, assignment or other
disposition of, any Shares owned by the Stockholder, whether such Shares are
held by the Stockholder on the date of this Agreement or are subsequently
acquired prior to the Meeting, whether by the exercise of any stock options to
acquire Shares or otherwise. Notwithstanding the foregoing, the Stockholder may
make (a) transfers by will or by operation of law, in which case this Agreement
shall bind the transferee, (b) transfers pursuant to any pledge agreement,
subject to the pledgee agreeing in writing to be bound by the terms of this
Agreement, (c) transfers in connection with estate and tax planning purposes,
including transfers to relatives, trusts and charitable organizations, subject
to the transferee agreeing in writing to be bound by the terms of this
Agreement, (d) transfers to any other stockholder of the Seller who has executed
a copy of a document substantially in the form of this Agreement with respect to
some or all of the Shares held by such stockholder, and (e) as the Buyer may
otherwise agree in writing in its sole discretion.
4. Stock Legend. The Seller shall cause its transfer agent to note on its
records for the Seller (in whatever form maintained) that such Shares are
subject to the restrictions on voting and transfer set forth herein, and at
Buyer's request shall have any existing certificates representing Shares subject
to this Agreement canceled and reissued bearing the following legend:
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"THIS CERTIFICATE, AND THE SHARES REPRESENTED HEREBY, ARE SUBJECT TO
CERTAIN VOTING AND TRANSFER RESTRICTIONS CONTAINED IN A STOCKHOLDER
AGREEMENT BY AND BETWEEN CITIZENS BANK OF MASSACHUSETTS AND THE BENEFICIAL
OWNER OF THESE SHARES AND MAY BE TRANSFERRED ONLY IN COMPLIANCE THEREWITH.
COPIES OF THE ABOVE-REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF
COMMUNITY BANCORP, INC."
5. Representations and Warranties of Stockholder. The Stockholder
represents that:
(a) the Stockholder has the complete and unrestricted power and the
unqualified right to enter into and perform the terms of this
Agreement;
(b) this Agreement (assuming this Agreement constitutes a valid and
binding agreement of the Buyer) constitutes a valid and binding
agreement with respect to the Stockholder, enforceable against the
Stockholder in accordance with its terms, except as enforcement may
be limited by general principles of equity whether applied in a
court of law or a court of equity and by bankruptcy, insolvency and
similar laws affecting creditors' rights and remedies generally;
(c) except as set forth on Schedule 1, the Stockholder beneficially
owns the number of Shares indicated opposite such Stockholder's
name on Schedule 1, free and clear of any liens, claims, charges or
other encumbrances or restrictions of any kind whatsoever
("Liens"), and has sole or shared, and otherwise unrestricted,
voting power with respect to such Shares;
(d) the Stockholder understands that at the Effective Time of the
Merger, (i) each outstanding Share listed on Schedule 1 shall be
automatically cancelled and converted into the right to receive in
cash from the Buyer an amount equal to $19.75 without interest, and
(ii) to the extent not exercised or otherwise terminated in
accordance with the terms of the Agreement and Plan of Merger prior
to the Effective Time, each option to purchase Shares listed on
Schedule 1 shall be automatically cancelled and converted into the
right to receive an amount of cash determined in the manner set
forth in the Agreement and Plan of Merger;
(e) the execution and delivery of this Agreement by Stockholder does
not, and the performance by Stockholder of his obligations
hereunder and the consummation by Stockholder 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 Stockholder is a party or by which Stockholder is
bound, or any statute, rule or regulation to which Stockholder is
subject or, in the event that Stockholder is a corporation,
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partnership, trust or other entity, any bylaw or other
organizational document of Stockholder.
6. Irrevocable Proxy. By execution of this Agreement, Stockholder does
hereby appoint Buyer, until the Expiration Date, with full power of substitution
and resubstitution, as Stockholder's true and lawful attorney and irrevocable
proxy, to the full extent of the undersigned's rights with respect to the
Shares, to vote, if the Stockholder is unable to perform its obligations under
this Agreement, each of such shares solely with respect to the matters set forth
in Section 1 hereof. Stockholder intends this proxy to be irrevocable and
coupled with an interest hereafter until the Expiration Date and hereby revokes
any proxy previously granted by Stockholder with respect to the Shares.
7. No Solicitation. From and after the date hereof until the Expiration
Date, Stockholder shall not, nor, to the extent applicable to Stockholder, shall
it permit any of its affiliates to, nor shall it authorize any partner, officer
director, advisor or representative of, Stockholder or any of its affiliates to,
(i) solicit, initiate or knowingly encourage the submission of, any inquiries,
proposals or offers from any person relating to a proposal regarding an
Acquisition Transaction, (ii) enter into any agreement with respect to an
Acquisition Transaction, (iii) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) with respect to an Acquisition Transaction or otherwise encourage or assist
any party in taking or planning any action that would compete with, restrain or
otherwise serve to interfere with or inhibit the timely consummation of the
Merger in accordance with the terms of the Agreement and Plan of Merger, (iv)
initiate a stockholders' vote or action by consent of the Seller's stockholders
with respect to an Acquisition Transaction, or (v) become a member of a "group"
(as such term is used in Section 13(d) of the Exchange Act) with respect to any
voting securities of Seller that takes any action in support of an Acquisition
Transaction.
8. Specific Enforcement. The Stockholder has signed this Agreement
intending to be legally bound thereby. The Stockholder expressly agrees that
this Agreement shall be specifically enforceable in any court of competent
jurisdiction in accordance with its terms against the Stockholder. All of the
covenants and agreements contained in this Agreement shall be binding upon, and
inure to the benefit of, the respective parties and their permitted successors,
assigns, heirs, executors, administrators and other legal representatives, as
the case may be.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same instrument.
10. No waivers. No waivers of any breach of this Agreement extended by the
Buyer to the Stockholder shall be construed as a waiver of any rights or
remedies of the Buyer with respect to any other stockholder of the Seller who
has executed an agreement substantially in the form of this Agreement with
respect to Shares held or subsequently held by such stockholder or with respect
to any subsequent breach of the Stockholder or any other such stockholder of the
Seller. No waiver of any provisions hereof by either party shall be deemed a
waiver of any other
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provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
11. Miscellaneous. This Agreement is deemed to be signed as a sealed
instrument and is to be governed by the laws of the Commonwealth of
Massachusetts, without giving effect to the principles of conflicts of laws
thereof. If any provision hereof is deemed unenforceable, the enforceability of
the other provisions hereof shall not be affected.
12. Capacity as Stockholder. The Stockholder is executing this Agreement
only in the Stockholder's capacity as a stockholder of the Seller, and not in
the Stockholder's capacity as a director, officer or employee of the Seller or
any of its subsidiaries. Nothing contained herein shall be construed to create
any obligation on the part of the Stockholder in such Stockholder's capacity as
a director, officer or employee of the Seller or any of its subsidiaries.
13. No Agreement Until Executed. Irrespective of negotiations among the
parties or the exchanging of drafts of this Agreement, this Agreement shall not
constitute or be deemed to evidence a contract, agreement, arrangement or
understanding between the parties hereto unless and until (i) the Board of
Directors of the Company has approved, for purposes of Section 1 of Chapter 110F
of the Massachusetts General Laws and any applicable provision of the Company's
Articles of Incorporation, the possible acquisition of the Shares by Buyer
pursuant to the Agreement and Plan of Merger, (ii) the Agreement and Plan of
Merger is executed by all parties thereto, and (iii) this Agreement is executed
by all parties hereto.
14. 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.
[SIGNATURE PAGE FOLLOWS]
EXECUTED as of the date first above written.
STOCKHOLDER
_____________________________________
Name:________________________________
CITIZENS BANK OF MASSACHUSETTS
By:___________________________________
Name:_________________________________
Title:________________________________
SCHEDULE 1*
Stockholder Shares Options
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Notwithstanding anything in this Agreement to the contrary, the Stockholder
does not represent that the Stockholder has any voting or other power with
respect to any of the Shares set forth above which are Shares allocable to such
Stockholder's account under any employee stock ownership, deferred investment or
other similar plan of the Seller (other than for Shares allocable to the
Stockholder's account under an employee stock ownership plan for which the
Stockholder does have voting power).
_________________
* Shares include shares allocable to a stockholder's account under the
Seller's employee stock ownership, deferred investment or other similar plans
of the Seller.
