Exhibit
10.1


 


VOTING AGREEMENT


 


This VOTING AGREEMENT (this “Agreement”),
dated as of January 24, 2005 among Mercantile Bankshares Corporation, a
Maryland corporation (“Parent”),
and each of Cyrus Katzen and David A. Dickens (each of the foregoing persons, a
“Shareholder”).


 


WHEREAS, in order to induce Parent to enter into an Agreement and Plan
of Merger, dated as of the date hereof (the “Merger
Agreement”) among Parent, Community Bank of Northern Virginia, a
Virginia bank (the “Bank”), and
Mercantile-Safe Deposit and Trust Company, a Maryland bank and a wholly-owned
subsidiary of Parent (“Merger Bank”),
Parent has requested each Shareholder, and each Shareholder has agreed, to
enter into this Agreement with respect to all shares of common stock, par value
$0.333 per share, of the Bank that such Shareholder beneficially owns (with
respect to each Shareholder, the “Shares”).


 


NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE 1

GRANT OF PROXY; VOTING AGREEMENT


 


Section 1.01.  Voting Agreement.  Each Shareholder hereby agrees to vote or
exercise its right to consent with respect to all Shares that such Shareholder
is entitled to vote at the time of any vote or action by written consent to
approve and adopt the Merger Agreement, the Merger, the Plan of Merger and all
agreements related to the Merger and any actions related thereto at any meeting
of the shareholders of the Bank, and at any adjournment thereof, at which such
Merger Agreement, Plan of Merger and other related agreements (or any amended version
thereof), or such other actions, are submitted for the consideration and vote
of the shareholders of the Bank.  Each
Shareholder hereby agrees that, for so long as this Agreement is in effect, it
will not vote any Shares in favor of, or consent to, and will vote such Shares
against and not consent to, the approval of any (i) Acquisition Proposal, (ii)
reorganization, recapitalization, liquidation or winding-up of the Bank or any
other extraordinary transaction involving the Bank, (iii) corporate action the
consummation of which would frustrate the purposes, or prevent or delay the
consummation of, the transactions contemplated by the Merger Agreement or (iv)
other matter relating to, or in connection with, any of the foregoing matters.


 


Section 1.02.  Irrevocable Proxy.  Each Shareholder hereby revokes any and all
previous proxies granted with respect to such Shareholder’s Shares.  By entering into this Agreement, each
Shareholder hereby grants a proxy appointing


 





















 


Parent as such
Shareholder’s attorney-in-fact and proxy, with full power of substitution, for
and in such Shareholder’s name, to vote, express consent or dissent, or
otherwise to utilize such voting power in the manner contemplated by Section 1.01
above as Parent or its proxy or substitute shall, in Parent’s sole discretion,
deem proper with respect to such Shareholder’s Shares.  The proxy granted by each Shareholder
pursuant to this Article 1 is irrevocable and is granted in consideration
of Parent entering into this Agreement and the Merger Agreement and incurring
certain related fees and expenses.  The
proxy granted by each Shareholder shall be revoked upon termination of this
Agreement in accordance with its terms.


 


ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS


 


Each Shareholder severally represents and warrants to Parent that:


 


Section 2.01.  Authorization.  Such Shareholder has duly executed and
delivered this Agreement and the execution, delivery and performance by such
Shareholder of this Agreement and the consummation by such Shareholder of the
transactions contemplated hereby are within the powers and legal capacity of
such Shareholder and have been duly authorized by all necessary action.  This Agreement is a valid and binding agreement
of such Shareholder.  If such Shareholder
is married and the Shares set forth on the signature page hereto opposite such
Shareholder’s name constitute community property under applicable laws, this
Agreement has been duly authorized, executed and delivered by, and constitutes
the valid and binding agreement of, such Shareholder’s spouse.


 


Section 2.02.  Non-Contravention.  The execution, delivery and performance by
such Shareholder of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate any applicable law, rule,
regulation, judgment, injunction, order or decree, (ii) require any consent or
other action by any Person under, constitute a default under, or give rise to
any right of termination, cancellation or acceleration or to a loss of any
benefit to which such Shareholder is entitled under any provision of any
agreement or other instrument binding on such Shareholder or (iii) result in
the imposition of any Lien on any asset of such Shareholder.


 


Section 2.03.  Ownership of Shares.  Such Shareholder is the record and beneficial
owner of such Shareholder’s Shares, free and clear of any Lien and any other
limitation or restriction (including any restriction on the right to vote or
otherwise dispose of such Shares).  None
of such Shareholder’s Shares is subject to any voting trust or other agreement
or arrangement with respect to the voting of such Shares.


 


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Section 2.04.  Total Shares. 
Except for the Shares and the options to acquire Shares set
forth on the signature page hereto, such Shareholder does not beneficially own
any (i) shares of capital stock or voting securities of the Bank, (ii)
securities of the Bank convertible into or exchangeable for shares of capital
stock or voting securities of the Bank or (iii) options or other rights to
acquire from the Bank any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of the
Bank.


 


Section 2.05.  Finder’s Fees.  Except as provided in Section 5.15 of
the Merger Agreement, no investment banker, broker, finder or other
intermediary is entitled to a fee or commission from Parent or the Bank in
respect of this Agreement based upon any arrangement or agreement made by or on
behalf of such Shareholder.


 


ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF PARENT


 


Parent represents and warrants to each Shareholder:


 


Section 3.01.  Authorization.  The execution, delivery and performance by
Parent of this Agreement and the consummation by Parent of the transactions
contemplated hereby are within the corporate powers of Parent and have been
duly authorized by all necessary corporate action.  This Agreement constitutes a valid and
binding agreement of Parent.


 


ARTICLE 4

COVENANTS OF THE SHAREHOLDERS


 


Each Shareholder hereby severally covenants and agrees that so long as
this Agreement is in effect:


 


Section 4.01.  No Proxies for or Encumbrances on Shares.  Except pursuant to the terms of this
Agreement, such Shareholder shall not, without the prior written consent of
Parent, directly or indirectly, (i) grant any proxies or enter into any voting
trust or other agreement or arrangement with respect to the voting of any of
such Shareholder’s Shares or (ii) acquire, sell, assign, transfer, encumber or
otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect acquisition or sale,
assignment, transfer, encumbrance or other disposition of, any Shares during
the term of this Agreement.  Such
Shareholder shall not seek or solicit any such acquisition or sale, assignment,
transfer, encumbrance or other disposition or any such contract, option or
other arrangement or understanding and agrees to notify Parent promptly, and to
provide all details requested by Parent, if such


 


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Shareholder
shall be approached or solicited, directly or indirectly, by any Person with
respect to any of the foregoing.  In the
event that pursuant to Section 7.03(b)(i) of the Merger Agreement the
Board of Directors of the Bank engages in negotiations or discussions with a
Third Party that has made a bona fide unsolicited Acquisition Proposal that the
Board of Directors of the Bank reasonably believes will lead to a Superior
Proposal, subject to compliance by the Bank with the terms of the Merger
Agreement, including without limitation Section 7.03 thereof, and subject
to compliance by such Shareholder with the terms of this Agreement, nothing in
the immediately preceding sentence shall prohibit such Shareholder from
engaging in negotiations or discussions with such Third Party regarding such
Shareholder entering into (concurrently with or subsequent to the termination
of the Merger Agreement pursuant to Section 11.01(d)(i) thereof) (i) a
voting agreement, (ii) an agreement with respect to granting a proxy or (iii)
an agreement with respect to the sale of such Shareholder’s Shares, in each
case with respect to such Acquisition Proposal.


 


Section 4.02.  Other Offers.  Subject to Section 5.11, such
Shareholder shall not directly or indirectly take any action that is prohibited
under Section 7.03 of the Merger Agreement with respect to actions to be
taken by the Bank.  Such Shareholder will
promptly advise and update Parent after receipt by such Shareholder of an
Acquisition Proposal in accordance with the notice provisions applicable to the
Bank as set forth in Section 7.03 of the Merger Agreement.


 


ARTICLE 5

MISCELLANEOUS


 


Section 5.01.  Further Assurances.  Parent and each Shareholder will each execute
and deliver, or cause to be executed and delivered, all further documents and
instruments and use its best efforts to take, or cause to be taken, all actions
and to do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations, to consummate and make effective the
transactions contemplated by this Agreement.


 


Section 5.02.  Amendments; Termination.  Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each party to this Agreement or in
the case of a waiver, by the party against whom the waiver is to be
effective.  This Agreement shall
terminate upon the termination of the Merger Agreement, and all rights or
obligations of the parties under this Agreement shall immediately terminate,
except as provided in Section 5.11 hereof.


 


Section 5.03.  Expenses.  All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.


 


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Section 5.04.  Successors and Assigns; Obligations of
Shareholders.  The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the
consent of the other parties hereto, except that Parent may transfer or assign
its rights and obligations to any Affiliate of Parent.


 


Section 5.05.  Governing Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of Maryland.


 


Section 5.06.  Counterparts; Effectiveness.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective as between Parent, on the one hand, and a Shareholder,
on the other hand, when each such party shall have received counterparts hereof
signed by each such other party.


 


Section 5.07.  Severability.  If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.


 


Section 5.08.  Specific Performance.  The parties hereto agree that Parent and
Merger Bank would suffer irreparable damage in the event any provision of this
Agreement is not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof in
addition to any other remedy to which they are entitled at law or in equity.


 


Section 5.09.  Capitalized Terms.  Capitalized terms used but not defined herein
shall have the respective meanings set forth in the Merger Agreement.


 


Section 5.10.  Notices. 
All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be deemed given if delivered
personally or sent by overnight courier (providing proof of delivery) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice): (i) if to Parent, to the appropriate
address for notice thereto set forth in the Merger Agreement and (ii) if to a
Shareholder, to the appropriate address set forth underneath such Shareholder’s
name on the signature pages hereto.


 


Section 5.11.  Shareholder Capacity.  No person executing this Agreement who is or
becomes during the term hereof a director or officer of the Bank makes any
agreement or understanding herein in his capacity as such director or
officer.  Each Shareholder signs solely
in his capacity as the record holder and beneficial


 


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owner of such
Shareholder’s Shares and nothing in this Agreement shall limit or affect any
actions taken by any Shareholder in his capacity as an officer or director of
the Bank.  This Section 5.11 shall
survive termination of this Agreement.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


 


	
   

  	
  MERCANTILE
  BANKSHARES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ EDWARD J. KELLY, III

  
	
   

  	
  Name:

  	
  Edward J. Kelly, III

  
	
   

  	
  Title:

  	
  Chairman,
  President and

  Chief Executive Officer

  
				



 





















 




	
   

  	
    /s/ CYRUS KATZEN

  
	
   

  	
  Cyrus Katzen

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares:

  	
  1,738,032.046

  
	
   

  	
  Number of Options:

  	
  0

  
	
   

  	
  Address:

  c/o Mozel Development

  Corporation

  6031 Leesburg Pike

  Bailey’s Crossroads, VA

  22041

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ MYRTLE S. KATZEN

  
	
   

  	
  Myrtle S. Katzen

  	
   

  






 


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    /s/
  DAVID A. DICKENS

  
	
   

  	
  David A.
  Dickens

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares:

  	
  1,173,323

  
	
   

  	
  Number of Options:

  	
  0

  
	
   

  	
  Address:

  c/o Masterprint, Inc.

  8401-A Terminal Road

  Newington, VA

  22122

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/
  SUSAN W. DICKENS

  
	
   

  	
  Susan W. Dickens