all Glacier common stock (a Stock Election), or

EX-10.1 4 v20560orexv10w1.txt EXHIBIT 10.1 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/ Michael J. Blodnick By /s/ Dean Comes ------------------------------------ -------------------------------- Michael J. Blodnick Dean Comes President & Chief Executive Officer President 2 SCHEDULE I CDC OUTSIDE DIRECTORS: /s/ Greg LeGare /s/ Jon Sustarich - -------------------------------- ----------------------------------- Greg LeGare Jon Sustarich /s/ Greg Bormann - -------------------------------- Greg Bormann CDC BANK PRESIDENTS: /s/ Dean Comes /s/ Jason Hinch - -------------------------------- ----------------------------------- Dean Comes Jason Hinch /s/ Scott Weaver /s/ Robert Sizemore - -------------------------------- ----------------------------------- Scott Weaver Robert Sizemore /s/ Bob Whalen - -------------------------------- Bob Whalen OTHER CDC SHAREHOLDERS: WELLS FARGO BANK, NATIONAL THE FIRST NATIONAL BANK OF SIOUX ASSOCIATION, AS TRUSTEE OF THE FALLS, AS TRUSTEE OF THE JOHN T. VUCUREVICH FOUNDATION JOHN T. VUCUREVICH LIVING TRUST By /s/ Gary Gunderson By /s/ Shawn Bolender --------------------------------- ------------------ Gary Gunderson, Trust Officer Shawn Bolender, Assistant Vice President and Trust Officer 1 SCHEDULE II _____________________________________ ___________________________________ Daran Becker John Zulliger _____________________________________ ___________________________________ Duncan Flann William Curley 1