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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
