Attached files
file | filename |
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8-K - FORM 8-K - OLD NATIONAL BANCORP /IN/ | c60592e8vk.htm |
EX-2.1 - EX-2.1 - OLD NATIONAL BANCORP /IN/ | c60592exv2w1.htm |
EX-99.1 - EX-99.1 - OLD NATIONAL BANCORP /IN/ | c60592exv99w1.htm |
Exhibit 10.1
VOTING AGREEMENT
Each of the undersigned directors of Monroe Bancorp (Monroe) hereby agrees in his or her
individual capacity as a shareholder to vote his or her shares of Monroe Common Stock that are
registered in his or her personal name (and agrees to use his or her reasonable efforts to cause
all additional shares of Monroe Common Stock owned jointly by him or her with any other person or
by his or her spouse or over which he or she has voting influence or control to be voted) in favor
of the Agreement and Plan of Merger by and between Old National Bancorp and Monroe, dated October
5, 2010 (the Agreement). In addition, each of the undersigned directors hereby agrees not to
make any transfers of shares of Monroe with the purpose of avoiding his or her agreements set forth
in the preceding sentence and agrees to cause any transferee of such shares to abide by the terms
of this Voting Agreement. Each of the undersigned is entering into this Voting Agreement solely in
his or her capacity as an individual shareholder and, notwithstanding anything to the contrary in
this Voting Agreement, nothing in this Voting Agreement is intended or shall be construed to
require any of the undersigned, in his or her capacity as a director of Monroe, to act or fail to
act in accordance with his or her fiduciary duties in such director capacity. Furthermore, none of
the undersigned makes any agreement or understanding herein in his or her capacity as a director of
Monroe. Notwithstanding any contrary provision herein, this Voting Agreement shall be effective
from the date hereof and shall terminate and be of no further force and effect upon the earliest of
(a) the consummation of the Merger (as defined in the Agreement); (b) the termination of the
Agreement in accordance with its terms; or (c) the taking of such action whereby a majority of
Monroes Board of Directors, in accordance with the terms and conditions of Section 5.06 of the
Agreement, withdraws its favorable recommendation of the Agreement to its shareholders. This
Voting Agreement may be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute one and the same instrument.
Dated this 5th day of October, 2010.
/s/ Bradford J. Bomba, Jr.
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/s/ Steven R. Crider | ||
Bradford J. Bomba, Jr., M.D.
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Steven R. Crider | ||
/s/ Mark D. Bradford
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/s/ Joyce Claflin Harrell | ||
Mark D. Bradford
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Joyce Claflin Harrell | ||
/s/ James D. Bremner
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/s/ Paul W. Mobley | ||
James D. Bremner
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Paul W. Mobley | ||
/s/ James G. Burkhart
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/s/ Charles R. Royal, Jr. | ||
James G. Burkhart
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Charles R. Royal, Jr. |