Exhibit 10.1
DIRECTOR VOTING AGREEMENT
This Director Voting Agreement ("Voting Agreement"), dated as of May 31,
2006, is among Glacier Bancorp, Inc., a Montana corporation ("GBCI"), First
National Bank of Xxxxxx (the "Bank"), and the undersigned, each of whom is a
director ("Director") of the Bank. This Voting Agreement will be effective upon
the signing of the Merger Agreement (defined below).
RECITAL
As an inducement for GBCI to enter into the Plan and Agreement of Merger
(the "Merger Agreement") dated as of the date hereof, whereby, among other
things, the Bank will merge with and into a national banking association to be
formed by GBCI (the "Merger"), each of the Directors, for himself or herself,
his or her heirs and legal representatives, hereby agrees as follows:
AGREEMENT
1. VOTING AND OTHER MATTERS. Each of the Directors will vote or cause to be
voted all shares of Bank common stock that he or she beneficially owns,
with power to vote or direct the voting of (the "Shares"), in favor of
approval of the Merger Agreement and the Merger. In addition, each of the
Directors will (a) recommend to the shareholders of the Bank that they
approve the Merger Agreement, and (b) refrain from any actions or omissions
inconsistent with the foregoing, except as otherwise required by law,
including, without limitation, the Directors' fiduciary duties to the Bank
and its shareholders.
2. NO TRANSFER. Until the earlier of the consummation of the Merger or the
termination of the Merger Agreement, each Director will not sell, permit a
lien or other encumbrance to be created with respect to, or grant any proxy
in respect of (except for proxies solicited by the board of directors of
the Bank in connection with the Bank shareholders' meeting at which the
Merger is presented for shareholder approval) any Shares, unless all other
parties to any such sale or other transaction enter into an agreement in
form and substance satisfactory to GBCI embodying the benefits and rights
contained in this Voting Agreement.
3. INDIVIDUAL OBLIGATIONS. Obligations of each of the Directors under this
Voting Agreement are intended to be several and not joint.
4. MISCELLANEOUS.
a. Severability. If any provision of this Voting Agreement or the
application of such provision to any person or circumstances will be
held invalid or unenforceable by a court of competent jurisdiction,
such provision or application will 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 Voting Agreement,
will not be affected.
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b. Counterparts. This Voting Agreement may be executed in one or more
counterparts, including facsimile counterparts, each of which will be
deemed an original, but all of which taken together will constitute
one and the same document.
c. Governing Law. This Voting Agreement will be deemed a contract made
under, and for all purposes will be construed in accordance with, the
laws of the State of Utah.
e. Remedies. Any breach of this Voting Agreement entitles GBCI to
injunctive relief and/or specific performance, as well as any other
legal or equitable remedies GBCI may be entitled to.
f. Defined Terms. Unless otherwise defined herein, capitalized terms used
in this Voting Agreement have the meaning assigned to them in the
Merger Agreement.
SIGNATURES APPEAR ON FOLLOWING PAGE.
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This Director Voting Agreement is signed as of May 31, 2006.
GLACIER BANCORP, INC. FIRST NATIONAL BANK OF XXXXXX
By /s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxx
President & Chief Executive Officer President & Chief Executive Officer
DIRECTORS:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------- ---------------------------------------
Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
/s/ A. Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------- ---------------------------------------
X. Xxxx Xxxxxxx Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------- ---------------------------------------
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
/s/ Xxxxx Xxxxxxx
--------------------------------------
Xxxxx Xxxxxxx
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