EXHIBIT 10.1
VOTING AGREEMENT
This Voting Agreement ("Voting Agreement"), dated as of August 19, 2008, is
among Glacier Bancorp, Inc., ("GBCI"), Bank of the San Juans Bancorporation ("SJ
Bancorp"), Bank of the San Juans ("SJ Bank"), and the undersigned, each of whom
is (i) a director and shareholder of SJ Bancorp or (ii) a family member thereof
(in either case, a "Shareholder"). This Voting Agreement will be effective upon
the signing of the Merger Agreement (defined below).
RECITAL
As an inducement for GBCI and SJ Bancorp to enter into the Plan and
Agreement of Merger (the "Merger Agreement") dated as of the date hereof,
whereby, among other things, SJ Bancorp will merge with and into GBCI, and SJ
Bank will become a wholly-owned subsidiary of GBCI (the "Merger"), each of the
Shareholders, for such Shareholder and his, her or its heirs and legal
representatives, hereby agrees as follows:
AGREEMENT
1. VOTING AND OTHER MATTERS. Each Shareholder will vote or cause to be voted
all shares of SJ Bancorp common stock that such Shareholder 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
Shareholder who is a director of SJ Bancorp ("Director") will (a) recommend
to the shareholders of SJ Bancorp 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 SJ Bancorp and its
shareholders.
2. NO TRANSFER. Until the earlier of the consummation of the Merger or the
termination of the Merger Agreement, no Shareholder may sell, transfer,
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 SJ Bancorp in connection with SJ Bancorp 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 Shareholder under this Voting
Agreement are intended to be several and not joint.
4. SHAREHOLDER'S REPRESENTATION. Each Shareholder who is a Director of the
Company represents and warrants, severally and not jointly, that to such
Shareholder's actual knowledge, the shareholders listed as signatories to
this Voting Agreement comprise all of the Directors; the Directors' spouses
and minor children; and trustees of any trusts for the benefit of the
foregoing who have the power to direct the voting of Shares who own Shares
individually or jointly with a Director.
1
5. 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.
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 Colorado. Venue of any legal action or proceeding
between the parties related to this Voting Agreement shall be in the
City and County of Denver, Colorado, and the parties each consent to
the personal jurisdiction of the courts of the State of Colorado and
the federal courts located in Colorado. Each Shareholder agrees not to
claim that the City and County of Denver, Colorado, is an inconvenient
place for trial.
e. Remedies. Any breach of this Voting Agreement entitles GBCI and SJ
Bancorp to injunctive relief and/or specific performance, as well as
any other legal or equitable remedies to which GBCI may be entitled.
f. Defined Terms. Unless otherwise defined herein, capitalized terms used
in this Voting Agreement have the meaning assigned to them in the
Merger Agreement.
g. Termination of Agreement. The Voting Agreement shall be effective from
the date hereof and shall terminate and be of no further force and
effect upon the earlier of (i) the Effective Time; or (ii) the
termination of the Merger Agreement in accordance with its terms.
SIGNATURES APPEAR ON FOLLOWING PAGE.
2
This Voting Agreement is signed as of August 19, 2008.
GLACIER BANCORP, INC. BANK OF THE SAN JUANS BANCORPORATION
By By
----------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx, Xx.
President & Chief Executive Officer President & Chief Executive Officer
BANK OF THE SAN JUANS
By
------------------------------------
Xxxxxx X. Xxxxx, Xx.
President & Chief Executive Officer
SHAREHOLDERS:
-------------------------------------- ---------------------------------------
Xxxxxx X. Xxxxx, Xx. Chase Family Trust
dated February 13, 2006
By: Xxxxxx X. Xxxxx, Xx., Trustee
-------------------------------------- ---------------------------------------
Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx
-------------------------------------- ---------------------------------------
Xxxx X. Xxxxx Xxxxxx X. Xxxxxxxx
-------------------------------------- ---------------------------------------
Xxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxxx
-------------------------------------- ---------------------------------------
D.A.S. Family Trust Xxxxx X. Xxxxx
By: Xxxxxxx X. Xxxxxxxx, Trustee
-------------------------------------- ---------------------------------------
Xxxxxx Xxxxxxxx Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Xxxx Xxx Xxxxx
3
