EXHIBIT 10.1
DIRECTOR AND PRINCIPAL SHAREHOLDER
VOTING AGREEMENT
This Director and Principal Shareholder Voting Agreement ("VOTING
AGREEMENT"), dated as of April 20, 2006, is among GLACIER BANCORP, INC.
("GLACIER"), CITIZENS DEVELOPMENT COMPANY ("CDC"), and the undersigned directors
and/or shareholders of CDC identified on Schedule I (a "SHAREHOLDER"). This
Voting Agreement will be effective upon the signing of the Merger Agreement
(defined below).
RECITAL
As an inducement for Glacier to enter into the Plan and Agreement of
Merger (the "MERGER AGREEMENT") dated as of the date hereof, whereby, among
other things, CDC will merge with and into a Montana corporation to be formed by
Glacier (the "TRANSACTION"), 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 CDC's common stock that such Shareholder beneficially owns
as of the date hereof or hereafter acquires (the "SHARES") in favor of
approval of the Merger Agreement and the Transaction. In addition, each
Shareholder will (a) recommend to the shareholders of CDC that they
approve the Merger Agreement, and (b) refrain from any actions or
omissions inconsistent with the foregoing, except as otherwise required by
law or permitted by Section 4.1.11 of the Merger Agreement.
2. NO TRANSFER. Until the earlier of the consummation of the Transaction 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
CDC's Board of Directors in connection with the CDC shareholders' meeting
at which the Transaction 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 Glacier
embodying the benefits and rights contained in this Voting Agreement. The
foregoing notwithstanding, the Trust may transfer its Shares to the
Foundation pursuant to the Foundation Transfer.
3. INDIVIDUAL OBLIGATIONS. The obligations of each Shareholder under this
Voting Agreement are intended to be several and not joint.
4. ADDITIONAL SIGNATURES. CDC will use its reasonable best efforts to obtain,
within 30 days following the date hereof, the signatures to this Voting
Agreement of those persons identified on Schedule II. Upon each such
person's execution of this Voting Agreement, he will be a "Shareholder"
within the meaning of this Voting Agreement and subject to all of its
terms and obligations.
1
5. MISCELLANEOUS.
a. 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.
b. Governing Law and Enforceability. This Voting Agreement is governed
by, and will be interpreted in accordance with, the laws of the
State of Montana. If any court determines that the obligations set
forth in this Voting Agreement are unenforceable, then the parties
request such court to reform these provisions to the maximum extent
that such court finds enforceable. Venue of any legal action or
proceeding between the parties related to this Voting Agreement
shall be in Yellowstone County, Montana, and the parties each
consent to the personal jurisdiction of the courts of the State of
Montana and the federal courts located in Montana. Each Shareholder
agrees not to claim that Yellowstone County, Montana is an
inconvenient place for trial.
c. Remedies. Any breach of this Voting Agreement entitles Glacier to
injunctive relief and/or specific performance, as well as any other
legal or equitable remedies to which Glacier may be entitled.
d. Defined Terms. Unless otherwise defined herein, capitalized terms
used in this Voting Agreement have the meaning assigned to them in
the Merger Agreement.
The undersigned have executed this Director and Principal Shareholder Voting as
of the date first set forth above.
GLACIER BANCORP, INC. CITIZENS DEVELOPMENT COMPANY
By /s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxx Comes
------------------------------------ --------------------------------
Xxxxxxx X. Xxxxxxxx Xxxx Comes
President & Chief Executive Officer President
2
SCHEDULE I
CDC OUTSIDE DIRECTORS:
/s/ Xxxx XxXxxx /s/ Xxx Xxxxxxxxx
-------------------------------- -----------------------------------
Xxxx XxXxxx Xxx Xxxxxxxxx
/s/ Xxxx Xxxxxxx
--------------------------------
Xxxx Xxxxxxx
CDC BANK PRESIDENTS:
/s/ Xxxx Comes /s/ Xxxxx Xxxxx
-------------------------------- -----------------------------------
Xxxx Comes Xxxxx Xxxxx
/s/ Xxxxx Xxxxxx /s/ Xxxxxx Xxxxxxxx
-------------------------------- -----------------------------------
Xxxxx Xxxxxx Xxxxxx Xxxxxxxx
/s/ Xxx Xxxxxx
--------------------------------
Xxx Xxxxxx
OTHER CDC SHAREHOLDERS:
XXXXX FARGO BANK, NATIONAL THE FIRST NATIONAL BANK OF SIOUX
ASSOCIATION, AS TRUSTEE OF THE FALLS, AS TRUSTEE OF THE
XXXX X. XXXXXXXXXX FOUNDATION XXXX X. XXXXXXXXXX LIVING TRUST
By /s/ Xxxx Xxxxxxxxx By /s/ Xxxxx Xxxxxxxx
--------------------------------- ------------------
Xxxx Xxxxxxxxx, Trust Officer Xxxxx Xxxxxxxx, Assistant Vice
President and Trust Officer
1
SCHEDULE II
_____________________________________ ___________________________________
Xxxxx Xxxxxx Xxxx Xxxxxxxx
_____________________________________ ___________________________________
Xxxxxx Xxxxx Xxxxxxx Xxxxxx
1
