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EXHIBIT 10.1
DIRECTOR VOTING AND RESIGNATION AGREEMENT
This Director Voting and Resignation Agreement ("VOTING
AGREEMENT"), dated
as of December 15, 2004, is among Glacier Bancorp, Inc., a
Montana corporation
("GLACIER"), Citizens Bank Holding Company, an Idaho corporation
("CITIZENS"),
and the undersigned, each of whom is a director ("DIRECTOR") of
Citizens. 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, Citizens will merge with and into Glacier (the
"TRANSACTION"),
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 Citizen's 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 Transaction. In
addition, each
of the Directors will (a) recommend to the shareholders of
Citizens 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
Citizens and its shareholders.
2. MERGER CONSIDERATION ELECTIONS. If necessary, the Directors
agree to
select additional Cash Election Shares or Stock Election Shares,
as the
case may be, pursuant to Section 1.3 of the Merger Agreement so
that, to
the extent possible, neither the Maximum Total Cash
Consideration nor the
Maximum Total Stock Consideration is exceeded. The Directors
agree to make
such revised selections pro rata, based on individual stock
ownership,
unless otherwise agreed.
3. NO TRANSFER. Until the earlier of the consummation of the
Transaction or
the
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