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EXHIBIT 10.2
DIRECTOR NONCOMPETITION AGREEMENT
This Director Noncompetition Agreement ("Director Agreement"), dated as
of October 20, 1998, is between GLACIER BANCORP, INC. ("Glacier"), BIG SKY
WESTERN BANK ("Big Sky"), and the undersigned, each of whom is a Director
("Director") of Big Sky.
RECITALS
A. Glacier and Big Sky have entered into a Plan and Agreement of Share
Exchange (the "Agreement"), dated as of October 20, 1998, under which
all the outstanding shares of Big Sky common stock will be exchanged for
common stock shares of Glacier.
B. The obligation of Glacier to consummate the transactions contemplated by
the Agreement are conditioned on its receipt of noncompetition
agreements from all directors of Big Sky.
C. Glacier, Big Sky, and Director believe that the future success and
profitability of Big Sky require that existing directors of Big Sky be
available to continue to serve as directors of Big Sky and not be
affiliated in any substantial way with a Competing Business for a
reasonable period of time after Closing.
AGREEMENT
In consideration of Glacier's performance under the Agreement, Director
agrees as follows:
1. DEFINITIONS. Capitalized terms not defined in this Director
Noncompetition Agreement ("Director Agreement"), have the meaning
assigned to those terms in the Agreement. The following definitions also
apply to this Director Agreement:
a. Competing Business. "Competing Business" means any financial
institution or trust company that competes or will compete
within the Covered Area with Glacier, Big Sky or any of their
subsidiaries or affiliates. The term "Competing Business"
includes, without limitation, any start-up or other financial
institution or trust company in formation.
b. Covered Area. Flathead and Gallatin Counties in Montana.
c. Term. The Term of this Director Agreement begins at Closing and
will end three years after Closing.
2. AVAILABILITY. Director will be available to serve, at Glacier's request,
as a director of Big Sky for a period of at least one year after
Closing.
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3. PARTICIPATION IN COMPETING BUSINESS. Except as provided in Section 6,
during the Term of this Director Agreement, Director will not become
involved, directly or indirectly, as a stockholder, member, partner,
director, officer, manager, investor, organizer, "founder", consultant,
agent, or representative of a Competing Business.
4. NO SOLICITATION. During the Term of this Director Agreement, Director
will not directly or indirectly solicit or attempt to solicit (1) any
employees of Big Sky, Glacier or any of its Subsidiaries, to leave their
employment or participate in any manner in a Competing Business, or (2)
any customers of Big Sky, Glacier or any of its Subsidiaries, to remove
their business from Big Sky, Glacier or any of its Subsidiaries, or to
participate in any manner in a Competing Business. Solicitation
prohibited under this section includes solicitation by any means,
including, without limitation, meetings, letters or other mailings,
electronic communications of any kind, and internet communications.
5. CONFIDENTIAL INFORMATION. During and after the Term of this Director
Agreement, Director will not disclose any confidential information of
Glacier, Big Sky or any of their Subsidiaries, obtained by the Director
while serving as a director of Big Sky, Glacier or any of their
Subsidiaries.
6. EMPLOYMENT OUTSIDE COVERED AREA. Nothing in this Director Noncompetition
Agreement prevents the Director from accepting employment outside the
Covered Area from a Competing Business, if, during the Term, the
Director: (a) will not act as an employee or other representative or
agent of the Competing Business within the Covered Area and (b) will
have no responsibilities for the Competing Business' operations within
the Covered Area.
7. PASSIVE INTEREST. Nothing in this Director Agreement prevents the
Director from owning 2% or less of any class of security of a Competing
Business.
8. REMEDIES. Any breach of this Agreement by Director entitles Glacier and
Big Sky, together with their successors and assigns, to injunctive
relief and/or specific performance, as well as to any other legal or
equitable remedies they may be entitled to.
9. GOVERNING LAW AND ENFORCEABILITY. This Director Agreement is governed by
Montana State law. If any court determines that the restrictions set
forth in this Director Agreement are unenforceable, the maximum
restrictions, term, scope or geographical area that is enforceable will
be substituted in place of the unenforceable provisions.
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10. COUNTERPARTS. The parties may execute this Agreement in one or more
counterparts. All the counterparts will be construed together and will
constitute one Agreement.
SIGNED as of October 20, 1998:
Director:
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Xxxxxx X. Xxxxx Xxxxxxx X. Xxxx
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Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
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X. Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxx
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Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxx
GLACIER BANCORP, INC.
By /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: President and CEO
BIG SKY WESTERN BANK
By /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Chairman and CEO
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