EXHIBIT 10.1
VOTING AGREEMENT
This Voting Agreement ("Voting Agreement"), dated as of February 6, 2009,
is among Glacier Bancorp, Inc., ("GBCI"), First Company, First National Bank &
Trust (the "Bank"), and the undersigned, each of whom is a director of First
Company or the Bank and/or a principal shareholder of First Company (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, First Company and the Bank to enter into the
Plan and Agreement of Merger (the "Merger Agreement") dated as of the date
hereof, whereby, among other things, First Company will merge with and into
GBCI, and the 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 First Company 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 First Company ("Director") will (a)
recommend to the shareholders of First Company 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 First Company 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 First Company in connection with the First Company
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. 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 Wyoming. 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.
e. Remedies. Any breach of this Voting Agreement entitles GBCI and First
Company 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.
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This Voting Agreement is signed as of February 6, 2009.
GLACIER BANCORP, INC. FIRST COMPANY
By By
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Michael J. Blodnick
President & Chief Executive
Officer
FIRST NATIONAL BANK & TRUST
By
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SHAREHOLDERS:
- ------------------------------------- ----------------------------------------
Bradley D. Bonner David R. Reetz
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Gary L. Mills Joel Revill
- ------------------------------------- ----------------------------------------
Richard S. Nelson Victor J. Riley, Jr.
- ------------------------------------- ----------------------------------------
Richard T. Nelson Colin M. Simpson
- ------------------------------------- ----------------------------------------
Robert A. Nelson Julie M. Sullivan
- ------------------------------------- ----------------------------------------
Douglas V. Nissen Jack T. Turnell
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