Plan of Reorganization and Agreement of Merger among Valley Independent Bank, Bank of Stockdale, F.S.B., and VIB Corp.

Summary

This agreement is between Valley Independent Bank (VIB), Bank of Stockdale, F.S.B. (BOS), and VIB Corp (VIBC). It sets out the terms for merging BOS into VIB, with VIB as the surviving corporation and a subsidiary of VIBC. All assets, rights, and obligations of BOS will transfer to VIB, and BOS shareholders will receive VIB shares. The merger is subject to regulatory approvals and will take effect once all filings and conditions are met. The agreement ensures continuity for customers and preserves existing rights and obligations.

EX-2.1 2 v71038ex2-1.txt EXHIBIT 2.1 1 Exhibit 2.1 PLAN OF REORGANIZATION AND AGREEMENT OF MERGER THIS PLAN OF REORGANIZATION AND AGREEMENT OF MERGER ("Agreement") is made and entered into this 21st day of March, 2001, by and between Valley Independent Bank, a California banking corporation ("VIB" or "Surviving Corporation"), having its principal office in El Centro, California, and Bank of Stockdale, F.S.B., a federal savings bank ("BOS"), having its principal office in Bakersfield, California, to which VIB Corp, a California corporation ("VIBC"), having its principal office in El Centro, California, is a party, with reference to the following facts: RECITALS A. BOS is a federal savings bank duly organized, validly existing and doing business in good standing in California and Nevada under the laws of the United States, and has authorized capital stock which consists of 10,000,000 shares of common stock ("BOS Stock"), of which, as of the date hereof, there are 1,212,265 shares outstanding; B. VIB is a corporation duly organized, validly existing and doing business in good standing under the laws of the State of California, and has authorized capital stock which consists of 13,500,000 shares of common stock ("VIB Stock"), of which, as of the date hereof, there are 6,194,116 shares outstanding; C. VIB is a member of the Federal Reserve System and is duly licensed to conduct and is now conducting a banking business in the State of California; D. BOS is duly licensed to conduct and is now conducting business as a savings bank in the State of California; E. VIBC is a corporation duly organized, validly existing and doing business in good standing under the laws of the State of California, and has authorized capital stock of 25,000,000 shares of common stock ("VIBC Stock"), of which, as of the date hereof, there are 12,188 ,834 shares outstanding, and 10,000,000 shares of preferred stock, of which, as of the date hereof, there are no shares outstanding; F. VIBC owns all of the outstanding shares of BOS Stock and all of the outstanding shares of VIB Stock; and G. VIB, BOS and VIBC deem it desirable and in the best interests of their respective corporations and their respective shareholders that VIB and BOS merge (the "Merger") into a single corporation under and pursuant to the laws of the United States and of the State of 1 2 California and to that end are entering into this Plan of Reorganization and Agreement of Merger. NOW, THEREFORE, VIB, BOS and VIBC do hereby agree that, at the Effective Time (as hereinafter defined), BOS and VIB shall merge into a single corporation on the terms and conditions herein provided as follows: AGREEMENT ARTICLE I - MERGER At the Effective Time, BOS shall be merged with and into VIB which shall thereupon be the Surviving Corporation and a subsidiary of VIBC. The separate corporate existence of BOS shall cease and VIB shall succeed to the properties, rights, privileges, powers, immunities and franchises of BOS. All rights of creditors and all liens upon the property of BOS shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. ARTICLE II - ARTICLES OF INCORPORATION; BYLAWS; BOARD OF DIRECTORS AND OFFICERS; CHARTER 2.1 The Articles of Incorporation of VIB as in effect immediately prior to the Effective Time shall be and remain the Articles of Incorporation of the Surviving Corporation without change or amendment, until altered, amended or repealed as provided for therein or by law. 2.2 The Bylaws of VIB as in effect immediately prior to the Effective Time shall be and remain the Bylaws of the Surviving Corporation without change or amendment, until altered, amended, or repealed as provided for therein or by law. 2.3 The Board of Directors and officers of VIB at the Effective Time shall continue to serve as the Board of Directors and officers of the Surviving Corporation until such time as their successors have been elected and qualified as provided for by the Bylaws of VIB. 2.4 The Banking Charter, Certificates of Authority and Federal Reserve System membership of VIB issued by the Department of Financial Institutions and Federal Reserve Bank shall be and remain the Charter, Certificates of Authority and Federal Reserve System membership of the Surviving Corporation; and VIB's insurance of deposits coverage by the Federal Deposit Insurance Corporation shall be and remain the insurance of deposits coverage of the Surviving Corporation. 2.5 Pursuant to California Financial Code Section 4888, the banking offices of BOS in California shall become branch banking offices of VIB, the loan production offices of BOS shall become the loan production offices of VIB, and all safe deposit, deposit and loan customers of BOS shall, by operation of law, become customers of VIB. ARTICLE III - CONVERSION OF SHARES 2 3 In and by virtue of the merger, the shares of BOS Stock, VIB Stock and VIBC Stock outstanding at the Effective Time shall be converted as follows: (a) At the Effective Time, each issued and outstanding share of VIBC Stock shall not be changed or converted as a result of the Merger but shall remain outstanding as shares of VIBC Stock. (b) At the Effective Time, each issued and outstanding share of VIB Stock shall not be changed or converted as a result of the Merger but shall remain outstanding as shares of VIB Stock, the shares of the Surviving Corporation. (c) At the Effective Time, each issued and outstanding share of BOS Stock shall automatically be converted into and exchanged for one share of VIB Stock. At the Effective Time, each outstanding stock certificate which, prior to the Effective Time, represented shares of BOS Stock shall automatically cease to represent issued and outstanding shares of BOS Stock but shall be deemed for all purposes to represent the aggregate number of shares of VIB Stock into which the shares of BOS Stock represented by such certificates have been converted pursuant to the Merger. Nothing herein shall preclude VIBC, as the sole shareholder, from presenting the BOS Stock certificate to VIB for exchange for a VIB Stock certificate. (d) The provisions of this Article III shall not be affected by the requirements of 12 CFR 552.14 regarding appraisal rights because BOS is a wholly-owned subsidiary of VIBC, which hereby waives its rights of appraisal. ARTICLE IV - FURTHER ASSURANCES The parties hereto shall execute and deliver, or cause to be executed and delivered, all such conveyances, deeds, transfers, assignments and other documents and/or instruments, and will take or cause to be taken such further or other action as VIBC or VIB may deem necessary or desirable in order to vest in and confirm to VIB title to and possession of all of BOS's property, rights, privileges, powers, franchises and interests hereunder and otherwise to carry out the intent and purposes of this Agreement. ARTICLE V - EFFECTIVE TIME The Merger shall become effective at the close of business on the day on which an executed copy of this Agreement with all requisite accompanying certificates shall have been filed with the Commissioner of Financial Institutions in accordance with Section 4887(a) of the California Financial Code, shall have been filed with the California Secretary of State, in accordance with Section 1103 of the California General Corporation Law, and thereafter filed with the Commissioner of Financial Institutions, in accordance with Section 4887(b) of the California Financial Code. ARTICLE VI - CONDITIONS 3 4 The filing of this Agreement with the California Secretary of State and the Commissioner of Financial Institutions, as provided in Article V above, is subject to the prior notification of the Merger to the Office of Thrift Supervision and the approvals of the California Department of Financial Institutions and the Federal Reserve Board to the Merger contemplated herein and the expiration of all statutory waiting periods. ARTICLE VII - TERMINATION This Agreement may be terminated at any time prior to the Effective Time before or after approval thereof by the shareholder of VIB or BOS, or by the mutual consent and action of the Boards of Directors of VIB, BOS and VIBC. ARTICLE VIII - CHOICE OF LAW This Agreement has been executed in the State of California and its validity, interpretation and performance shall be controlled by and construed under the laws of the State of California except to the extent superceded by the laws of the United States. IN WITNESS WHEREOF, the parties hereto, pursuant to the approval and authority duly given by resolution of their respective Boards of Directors, have caused this Agreement to be signed by their respective Presidents and Secretaries as of the day and year first written above. BANK OF STOCKDALE, F.S.B. By: /s/ Bruce C. Jay ----------------------------------------- Bruce C. Jay, President By: /s/ Fred H. Carlisle, Jr. ---------------------------------------- Fred H. Carlisle, Jr., Secretary VALLEY INDEPENDENT BANK By: /s/ Dennis L. Kern ---------------------------------------- Dennis L. Kern, President By: /s/ Charlotte Studer ---------------------------------------- Charlotte Studer, Secretary 4 5 VIB CORP By: /s/ Dennis L. Kern ---------------------------------------- Dennis L. Kern, President By: /s/ Charlotte Studer ---------------------------------------- Charlotte Studer, Secretary 5