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Exhibit 99.3
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of December ___, 2000 (this
"Agreement"), by and between (i) _______________, a [director][officer] and
stockholder (the "Stockholder") of _______________, a Delaware 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 stockholders in the form of Zions Common Stock;
WHEREAS, the Stockholder 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 Stockholder 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 Stockholder 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. Stockholder 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 stockholders 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. Stockholder agrees that Stockholder will not,
nor will Stockholder permit any entity under Stockholder'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.
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3. LIMITATION ON SALES. During the term of this Agreement,
Stockholder agrees not to sell, assign, transfer, pledge, encumber or otherwise
dispose of any of the Shares, except (i) without the prior written consent of
Zions, or (ii) for estate planning purposes, subject to Zions' approval,
PROVIDED HOWEVER, that any transferee or assignee arising from any transaction
for such estate planning purposes shall agree to be bound by all the terms of
this Agreement. Zions shall not unreasonably withhold a consent or approval, as
the case may be, called for in this Section 3.
4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder
represents and warrants to and agrees with Zions as follows:
a. CAPACITY. Stockholder 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 Stockholder, 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 Stockholder does not, and the performance by Stockholder of his or her
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, partnership, trust or other entity, any
charter, bylaw or other organizational document of the Stockholder.
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 Stockholder. Stockholder has good
title to all of the Shares indicated as owned by Stockholder 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
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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.
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
One South Main Street, Suite 1380
Salt Lake City, Utah 84111
Telecopier: (801) 524-2129
Attention: Dale M. Gibbons
With copies to:
Sullivan & Cromwell
1888 Century Park East, Suite 2100
Los Angeles, California 90067
Telecopier: (310) 712-8800
Attention: Stanley F. Farrar
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If to the Stockholder, to:
_____________________________________
_____________________________________
_____________________________________
Telecopier: _________________________
Attention: _________________________
With copies to:
Nutter, McClennen & Fish
One International Place
Boston, Massachusetts 02110-2699
Telecopier: (617) 310-9288
Attention: Michael K. Krebs
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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
Stockholder solely in his or her capacity as a stockholder of the Company,
and no covenant contained herein shall apply to Stockholder 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. The delivery
of a signature page of this Agreement by one party to the other via
facsimile transmission shall constitute the execution and delivery of this
Agreement by the transmitting party.
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: Dale M. Gibbons
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 DECEMBER __, 2000
(INCLUDING SHARES ISSUABLE
UPON EXERCISE OF OPTIONS OR
WARRANTS THAT ARE EXERCISABLE
WITHIN SIXTY (60) DAYS OF THE
DATE HEREOF): ____________________
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