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EXHIBIT 10.1
DIRECTOR VOTING AGREEMENT
This
Director Voting Agreement ("Voting Agreement"), dated as of
January
22, 2007, is among Glacier Bancorp, Inc., ("GBCI"), 1st Bank, North
Side State
Bank of Rock Springs, Wyo. ("North Side"), and the undersigned,
each of whom is
a director ("Director") of North Side. This Voting Agreement will
be effective
upon the signing of the Merger Agreement (defined below).
RECITAL
As
an inducement for GBCI and 1st Bank to enter into the Plan and
Agreement
of Merger (the "Merger Agreement") dated as of the date hereof,
whereby, among
other things, North Side will merge with and into 1st Bank, a
wholly-owned
subsidiary of 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 North Side 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
North
Side
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
North Side in connection
