Exhibit 10.1


 


VOTING AGREEMENT


 


This VOTING AGREEMENT (this “Agreement”), dated as of March 27, 2006 between Mercantile
Bankshares Corporation, a Maryland corporation (“Parent”),
and [•]
(“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”)
between Parent and James Monroe Bancorp, Inc., a Virginia corporation (the
“Company”), Parent has requested Shareholder,
and Shareholder has agreed, to enter into this Agreement with respect to all shares
of common stock, par value $1.00 per share, of the Company that Shareholder
beneficially owns on the date of this Agreement or acquires during the term of
this Agreement (the “Shares”).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE 1

GRANT OF PROXY; VOTING AGREEMENT


 


Section 1.01. Voting
Agreement. Shareholder hereby agrees to vote or exercise its right
to consent with respect to all Shares that 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 Company, 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 Company. 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 Company or any of its Subsidiaries or any other extraordinary
transaction involving the Company or any of its Subsidiaries, (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. Shareholder hereby revokes any and all previous proxies
granted with respect to the Shares. By entering into this Agreement, Shareholder
hereby grants a proxy appointing Parent as Shareholder’s attorney-in-fact and
proxy, with full power of substitution, for and in 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 the Shares. Subject to the next
sentence, the proxy granted by 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 Shareholder shall be revoked upon termination of
this Agreement in accordance with its terms.


 


ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER


 


Shareholder hereby
represents and warrants to Parent that:


 


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


 


Section 2.02. Non-Contravention.
The execution, delivery and performance by 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 Shareholder is entitled under any provision of any
agreement or other instrument binding on Shareholder or (iii) result in
the imposition of any Lien on any asset of Shareholder.


 


Section 2.03. Ownership
of Shares. Shareholder is the record and beneficial owner of the 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 the Shares). None
of the Shares is subject to any voting trust or other agreement or arrangement
with respect to the voting of such Shares.


 


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


 


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securities convertible into or exchangeable
for capital stock or voting securities of the Company.


 


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 the Company in respect of this Agreement
based upon any arrangement or agreement made by or on behalf of Shareholder.


 


ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF PARENT


 


Parent hereby represents
and warrants to 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 SHAREHOLDER


 


Shareholder
hereby covenants and agrees that:


 


Section 4.01. No Proxies
for or Encumbrances on Shares. Except pursuant to the terms of this
Agreement, 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 the
Shares or (ii) 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 sale, assignment, transfer, encumbrance or
other disposition of, any Shares during the term of this Agreement. Shareholder
shall not seek or solicit any such 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 Shareholder shall be approached or solicited, directly
or indirectly, by any Person with respect to any of the foregoing.


 


Section 4.02. Other
Offers. Subject to Section 5.13, Shareholder shall not directly
or indirectly take any action that is prohibited under Section 7.03 of the
Merger Agreement. Shareholder will promptly advise and update Parent after
receipt by Shareholder of an Acquisition Proposal, or an inquiry that could
reasonably be expected to lead to an Acquisition Proposal, in accordance with
the notice provisions applicable to the Company as set forth in Section 7.03
of the Merger Agreement.


 


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ARTICLE 5

MISCELLANEOUS


 


Section 5.01. Further
Assurances. Parent and 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 that each party shall remain liable with respect to breaches
of this Agreement occurring prior to such termination.


 


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.


 


Section 5.04. Successors
and Assigns; Obligations of Shareholder. 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. Jurisdiction.
The parties hereto agree that any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall
be brought in any federal court located in the State of Maryland or any
Maryland state court, and each of the parties hereby irrevocably consents to
the exclusive jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably
waives, to the fullest extent permitted by law, any objection that it may now
or hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any party anywhere in
the world, whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on such party
as provided in Section 5.12 shall be deemed effective service of process
on such party.


 


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Section 5.07. 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.


 


Section 5.08. 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 Shareholder, on
the other hand, when each such party shall have received counterparts hereof
signed by each such other party.


 


Section 5.09. 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 5.10. Specific
Performance. The parties hereto agree that Parent would suffer irreparable
damage in the event any provision of this Agreement is not performed in
accordance with the terms hereof and that Parent shall be entitled to specific
performance of the terms hereof in addition to any other remedy to which it is
entitled at law or in equity.


 


Section 5.11. Capitalized
Terms. Capitalized terms used but not defined herein shall have the
respective meanings set forth in the Merger Agreement.


 


Section 5.12. 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 Shareholder,
to the appropriate address set forth underneath Shareholder’s name on the
signature page hereto.


 


Section 5.13. Shareholder
Capacity. No person executing this Agreement who is or becomes
during the term hereof a director or officer of the Company makes any agreement
or understanding herein in his capacity as such director or officer. Shareholder
signs solely in his capacity as the record holder and beneficial owner of the
Shares and nothing in this Agreement shall limit or affect any actions taken by
Shareholder in his capacity as an officer or director of the Company. This Section 5.13
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:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF SHAREHOLDER]

  
	
   

  	
   

  
	
   

  	
    Number of Shares:

  
	
   

  	
    Number of Options:

  
	
   

  	
    Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    Acknowledged and Agreed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [name of spouse]