VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • December 8th, 2016 • Glacier Bancorp Inc • State commercial banks • Montana
This Voting Agreement and Irrevocable Proxy, dated as of November 15, 2016 (this “Voting Agreement”), is made by and among Glacier Bancorp, Inc. (“GBCI”), TFB Bancorp, Inc. (“TFB”), Mary Lynn Lenz (“Lenz”), as proxy, Tom Dolan (“Substitute”), as substitute proxy, and the undersigned, who is a director of TFB and the Bank (as defined below) and/or a principal shareholder of TFB (a “Shareholder”). This Voting Agreement will be effective upon the signing of the Merger Agreement (as defined below).
DIRECTOR NON-COMPETITION AGREEMENTNon-Competition Agreement • December 8th, 2016 • Glacier Bancorp Inc • State commercial banks • Montana
This Director Non-Competition Agreement, dated as of November 15, 2016 (“Non-Competition Agreement”), is made by and among Glacier Bancorp, Inc. (“GBCI”), Glacier Bank, a wholly owned subsidiary of GBCI (“Glacier Bank”), and the undersigned directors (severally not jointly), each of whom is a director of The Foothills Bank (the “Bank”) and TFB Bancorp, Inc. (“TFB”) (each, a “Director”). This Non-Competition Agreement takes effect on the effective date of the proposed Merger (the “Effective Date”) referenced below.
