EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 VOTING
AGREEMENT 
 This Voting Agreement (“Voting Agreement”), dated as of May 8, 2014, is among Glacier Bancorp, Inc.
(“GBCI”), FNBR Holding Corporation (“FNBR”), First National Bank of the Rockies (the “Bank”) and the undersigned, each of whom is a director of FNBR or the Bank and/or a principal shareholder of
FNBR (a “Shareholder”). This Voting Agreement will be effective upon the signing of the Merger Agreement (defined below). 

RECITAL 
 As an
inducement for GBCI, the Bank and FNBR to enter into the Plan and Agreement of Merger (the “Merger Agreement”) dated as of the date hereof, whereby, among other things, FNBR will merge with and into GBCI, and the Bank will merge
into GBCI’s wholly-owned subsidiary, Glacier Bank (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 FNBR’s 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 FNBR (“Director”) will (a) recommend to the shareholders of FNBR 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 FNBR and its shareholders.


  

	2.	Beneficial Ownership. On the date hereof, the Shares set forth opposite such Shareholder’s name on Attachment A hereto (the “Owned Shares”) are owned of record or beneficially
by Shareholder in the manner reflected thereon, include all of the Shares owned of record or beneficially by Shareholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if
applicable) as set forth on Attachment A hereto, which encumbrances or other items do not affect in any respect the ability of Shareholder to perform Shareholder’s obligations hereunder. As of the date hereof Shareholder has, and at any
meeting of FNBR’s shareholders in connection with the Merger Agreement and the transactions contemplated thereby, Shareholder (together with any such entity) will have (except as otherwise permitted by this Agreement), sole voting power (to the
extent such securities have voting power) and sole dispositive power with respect to all of the Owned Shares, except as otherwise reflected on Attachment A. 


 

	3.	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 FNBR in connection with FNBR shareholders’ meeting at which the Merger is presented for shareholder approval) any Owned 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. 


 

	4.	Individual Obligations. Obligations of each Shareholder under this Voting Agreement are intended to be several and not joint. 









	5.	Shareholder’s Representation. Each Shareholder who is a Director of FNBR represents and warrants, severally and not jointly, that to such Shareholder’s actual knowledge, the shareholders listed
as signatories to this Voting Agreement comprise all of the Directors; the Directors’ spouses and minor children; and trustees of any trusts for the benefit of the foregoing who have the power to direct the voting of Shares who own Shares
individually or jointly with a Director. 

  

	6.	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 Colorado. Venue of any legal action or proceeding
between the parties related to this Voting Agreement shall be in Flathead County, Montana, and the parties 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 Flathead County, Montana, is an inconvenient place for trial. 

  

	 	e.	Remedies. Any breach of this Voting Agreement entitles GBCI 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. 

  
 2 








 This Voting Agreement is signed as of May     , 2014. 

 

									
	GLACIER BANCORP, INC.	 		 	FNBR HOLDING CORPORATION
					
	By	 	  
	 		 	By	 	  

		 	Michael J. Blodnick	 		 		 	Peter Y. Waller
		 	President and Chief Executive Officer	 		 		 	President and Chief Executive Officer
				
		 		 		 	FIRST NATIONAL BANK OF THE ROCKIES
					
		 		 		 	By	 	  

		 		 		 		 	Peter Y. Waller
		 		 		 		 	President and Chief Executive Officer

 SHAREHOLDERS: 
  

									
	  
	 		 	  

	Timothy S. Mather	 		 	Peter Y. Waller
			
	  
	 		 	  

	Joe M. Holeyfield	 		 	Ron J. Danner
			
	  
	 		 	  

	Frederick M. Brodie	 		 	Angelo Theos
			
	  
	 		 	
	Gentry Colorado LLLP	 		 		 	
				
	By:	 	  
	 		 	  

	Its:	 	  
	 		 	J. Gentry
				
		 		 		 	Carol Gentry Investments LLLP
					
		 		 		 	By:	 	  

		 		 		 	Its:	 	  


 [Signature Page to Voting Agreement] 







 Attachment A 

 

					
	 Name
	  	Shares	 
	 Timothy S. Mather
	  	 	133,126	  
	 Peter Y. Waller
	  	 	1,238	  
	 Peter Y. Waller (IRA)
	  	 	761	  
	 Carol Gentry Investments LLLP
	  	 	14,980	  
	 Gentry Colorado LLLP
	  	 	6,810	  
		
	 BANK DIRECTORS:
	  			
	 Joe M. Holeyfield
	  	 	200	  
	 Ron J. Danner
	  	 	108	  
	 Ron J. Danner (IRA)
	  	 	722	  
	 Frederick M. Brodie
	  	 	10	  
	 Angelo Theos
	  	 	10	  


  
 A-1