SHAREHOLDER AGREEMENT
SHAREHOLDER AGREEMENT, dated as of April ___, 1999 (this "Agreement"),
by and between (i) _______________, a [director][officer] and shareholder (the
"Shareholder") of Regency Bancorp, a California 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, Regency Bank, a California state-chartered member
bank and wholly-owned subsidiary of 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 beneficially owns with power to vote or direct
the voting of 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 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. Limitation on Sales. During the term of this Agreement, Shareholder
agrees not to sell, assign, transfer, pledge, encumber or otherwise dispose of
any of the Shares.
4. Representations and Warranties of Shareholder. 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.
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. 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.
5. 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 or (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.
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6. 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.
7. 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
With copies to:
Xxxxxxxx & Xxxxxxxx
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
If to the Shareholder, to:
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Telecopier:
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Attention:
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8. 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.
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 California, 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:
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Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
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(Print or type name)
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(Signature)
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ANNEX I
Number of Shares of Company Common Stock
Beneficially Owned, as of April __,
1999 (including shares issuable
upon exercise of options or
warrants that are exercisable
within sixty (60) days of the date
hereof): ------------------------------
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