EXHIBIT 10.4
VOTING AGREEMENT BETWEEN ZIONS BANCORPORATION AND VARIOUS STOCKHOLDERS
OF MINNEQUA BANCORP, INC.
July 10, 2001
Zions Bancorporation
Xxx Xxxxx Xxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000
Mesdames and Gentlemen:
The undersigned understands that Zions Bancorporation ("Zions Bancorp")
is about to enter into an Agreement and Plan of Reorganization (the "Agreement")
with Minnequa Bancorp, Inc. (the "Company"). The Agreement provides for the
merger of the Company with and into Zions Bancorp (the "Merger") and the
conversion of outstanding shares of Company Stock into Zions Bancorp Common
Stock and cash in accordance with the formula therein set forth.
In order to induce Zions Bancorp to enter into the Agreement, and
intending to be legally bound hereby, the undersigned, subject to the conditions
hereinafter stated, represents, warrants, and agrees that at the Company
Shareholders' Meeting contemplated by section 5.1 of the Agreement and Plan of
Reorganization (the "Meeting"), and any adjournment thereof, and at any other
meeting of the shareholders of the Company at which the Merger is considered and
at any adjournment thereof, the undersigned will, in person or by proxy, vote or
cause to be voted, or execute a written consent, in favor of the Agreement and
the Merger the shares of Company Common Stock beneficially owned by the
undersigned individually or, to the extent of the undersigned's proportionate
voting interest, jointly with other persons, as well as, to the extent of the
undersigned's proportionate voting interest, any other shares of Company Common
Stock over which the undersigned may hereafter acquire beneficial ownership in
such capacities (collectively, the "Shares"). Subject to the final paragraph of
this agreement, the undersigned further agrees that he or she will use his or
her best efforts to cause any other shares of Company Common Stock over which he
has or shares voting power to be voted in favor of the Agreement and the Merger.
The undersigned further represents, warrants, and agrees that beginning
upon the authorization and execution of the Agreement by the Company until the
earlier of (i) the consummation of the Merger or (ii) the termination of the
Agreement in accordance with its terms, the undersigned will not, directly or
indirectly:
(a) vote any of the Shares, or cause or permit any of the Shares to be
voted, in favor of any other sale of control, merger, consolidation, plan of
liquidation, sale of assets, reclassification, or other transaction involving
the Company or any of its subsidiaries which would have the effect of assisting
or facilitating the acquisition of control by any person other than Zions
Bancorp or an affiliate thereof over the Company or any substantial portion of
its assets or assisting or facilitating the acquisition of control by any person
other than Zions Bancorp or an affiliate, or the Company or a wholly-owned
subsidiary of the Company, of any subsidiary of the Company or any substantial
portion of its assets. As used herein, the term "control" means (1) the ability
to direct the voting of 10 percent or more of the outstanding voting securities
of a person having ordinary voting power in the election of directors or in the
election of any other body having similar functions or (2) the ability to direct
the management and policies of a person, whether through ownership of
securities, through any contract, arrangement, or understanding or otherwise.
(b) voluntarily sell or otherwise transfer any of the Shares, or cause
or permit any of the Shares to be sold or otherwise transferred (i) pursuant to
any tender offer, exchange offer, or similar proposal made by any person other
than Zions Bancorp or an affiliate thereof, (ii) to any person seeking to obtain
control (as the term "control" is defined in paragraph (a), above) of the
Company, any of its subsidiaries or any substantial portion of the assets of the
Company or any subsidiary thereof or to any other person (other than Zions
Bancorp or an affiliate thereof) under circumstances where such sale or transfer
may reasonably be expected to assist a person seeking to obtain such control,
(iii) for the purpose of avoiding the obligations of the undersigned under this
agreement, or (iv) to any transferee unless such transferee expressly agrees in
writing to be bound by the terms of this agreement in all events.
It is understood and agreed that this agreement relates solely to the
capacity of the undersigned as a shareholder or other beneficial owner of the
Shares and does not prohibit the undersigned, if a member of the Board of
Directors of the Company or a member of the Board of Directors of The Minnequa
Bank of Pueblo, from acting, in his or her capacity as a director, as the
undersigned may determine to be appropriate in light of the obligations of the
undersigned as a director.
If the undersigned is, at any time between the time of the authorization
and execution of the Agreement by the Company and the consummation of the
Merger, a director, officer, employee, or paid consultant of the Company or of
The Minnequa Bank of Pueblo, the undersigned further agrees to resign from all
such positions effective not later than the time of the consummation of the
Merger and to fully and unconditionally release the Company and The Minnequa
Bank of Pueblo, effective as of the time of the consummation of the Merger, from
all liabilities and obligations to pay compensation to the undersigned for
future services in connection with any such position or positions.
Very truly yours,
------------------------------
Accepted and Agreed to:
ZIONS BANCORPORATION
By: _________________________________
Title: ______________________________
Name of Shareholder:
Shares of Common Stock of Minnequa Bancorp, Inc.
Beneficially Owned
As of July 10, 2001
Name(s) of Number of
Record Owner(s) Beneficial Ownership 1/ Shares
--------------- -------------------- - --------
_________________________
1/ For purposes of this Agreement, shares are beneficially owned by the
shareholder named above if held in any capacity if the the shareholder named
above has the power (alone or, in the case of shares held jointly with his or
her spouse, together with his or her spouse) to direct the voting of such
shares, or if issuable upon exercise of options or warrants that are exercisable
within sixty days of the date of this agreement.
[The following persons have executed the voting agreement: Xxxxxx X. Xxxx, Xx.
as Trustee of the Xxxxxx X. Xxxxx CRT #6; Xxxxxx X. Xxxx, Xx. as Trustee of the
Xxxxxx X. Xxxxx CRT #3; Xxxxxx X. Xxxx, Xx. as Trustee of the Xxxxxx X. Xxxxx
CRT #4; Xxxxxx X. Xxxx, Xx. as Trustee of the Xxxxxx X. Xxxxx CRT #5; Xxxxxx X.
Xxxxx; Xxxxxx X. Xxxxx; Xxxx Xxxxxx Xxxxx; Xxxxxx Xxxxxxx White; Xxxxxx Xxxxxxx
White & Xxxxxx X. Xxxxx, JTWROS; Xxxxxx X. Xxxxx, XX; VAR & CO. (M.T. White);
Xxxxxx X. Xxxx, Xx.]
