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Exhibit 10.1
DIRECTOR VOTING AGREEMENT
This
Director Voting Agreement ("Voting Agreement"), dated as of May
31,
2006, is among Glacier Bancorp, Inc., a Montana corporation
("GBCI"), First
National Bank of Morgan (the "Bank"), and the undersigned, each of
whom is a
director ("Director") of the Bank. This Voting Agreement will be
effective upon
the signing of the Merger Agreement (defined below).
RECITAL
As
an inducement for GBCI to enter into the Plan and Agreement of
Merger
(the "Merger Agreement") dated as of the date hereof, whereby,
among other
things, the Bank will merge with and into a national banking
association to be
formed by GBCI (the "Merger"), each of the Directors, for himself
or herself,
his or her heirs and legal representatives, hereby agrees as
follows:
AGREEMENT
1. VOTING AND
OTHER MATTERS. Each of the Directors will vote or cause to be
voted all shares of Bank common stock that he or she 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
of the
Directors will (a) recommend to the shareholders of the Bank 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
the Bank
and
its shareholders.
2. NO TRANSFER.
Until the earlier of the consummation of the Merger or the
termination of the Merger Agreement, each Director will not sell,
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
the
Bank in connection with the Bank shareholders' meeting at which
the
Merger is
