EXHIBIT 10.1
DIRECTOR VOTING AGREEMENT
This Director Voting Agreement ("Voting Agreement"), dated as of January
22, 2007, is among Glacier Bancorp, Inc., ("GBCI"), 1st Bank, North Side State
Bank of Rock Springs, Wyo. ("North Side"), and the undersigned, each of whom is
a director ("Director") of North Side. This Voting Agreement will be effective
upon the signing of the Merger Agreement (defined below).
RECITAL
As an inducement for GBCI and 1st Bank to enter into the Plan and Agreement
of Merger (the "Merger Agreement") dated as of the date hereof, whereby, among
other things, North Side will merge with and into 1st Bank, a wholly-owned
subsidiary of 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 North Side 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 North
Side 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
North Side in connection with North Side 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
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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.
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 Wyoming.
e. Remedies. Any breach of this Voting Agreement entitles GBCI and 1st
Bank to injunctive relief and/or specific performance, as well as any
other legal or equitable remedies GBCI and 1st Bank 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 January 22, 2007.
GLACIER BANCORP, INC. 1ST BANK
By By
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Xxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxx
President & Chief Executive President
Officer
NORTH SIDE STATE BANK OF ROCK
SPRINGS, WYO.
By
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Xxxxxxxxx X. Xxxxxxx
President
DIRECTORS:
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Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxx Xxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxx
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