Exhibit 10.2
DIRECTOR RESIGNATION AGREEMENT
This Director Resignation Agreement ("RESIGNATION AGREEMENT"), dated as of
July 14, 2005, is among Glacier Bancorp, Inc., a Montana corporation
("GLACIER"), Xxxxxxxx Falls Holding Co., a Montana corporation ("TFHC"), TFHC's
subsidiary, First State Bank, a Montana corporation ("FSB") and the undersigned,
each of whom is a director ("DIRECTOR") of THFC and/or FSB.
RECITAL
In connection with the Plan and Agreement of Merger (the "MERGER
AGREEMENT") dated as of the date hereof, whereby, among other things, THFC will
merge with and into Glacier and FSB will merge with and into Glacier's
subsidiary, First Security Bank of Missoula (the "TRANSACTION"), each Director
hereby agrees as follows:
AGREEMENT
1. RESIGNATION. Each Director hereby tenders his or her resignation from the
Boards of Directors of TFHC and/or First State Bank, as the case may be,
effective only upon the closing of the Transaction.
2. MISCELLANEOUS.
a. Counterparts. This Resignation 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.
b. Governing Law. This Resignation Agreement will be deemed a contract
made under, and for all purposes will be construed in accordance
with, the laws of the State of Montana.
SIGNATURES ON NEXT PAGE
This Director Resignation Agreement is signed as of July 14, 2005.
GLACIER BANCORP, INC. XXXXXXXX FALLS HOLDING CO.
By /s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxxxx X. Xxxxxx
----------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx
President & Chief Executive Officer President & Chief Executive Officer
FIRST STATE BANK
By /s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx
President & Chief Executive Officer
DIRECTORS:
/s/ Xxxxxxx. X. Xxxxxx /s/ Xxxxxxxxx Xxxxxxx
-------------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxx Xxxxxxxxx Xxxxxxx
/s/ Xxxxxx X. Xxxxxx //s Xxxxx Xxxx
-------------------------------------- ------------------------------------
Xxxxxx X. Xxxxxx Xxxxx Xxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------------- ------------------------------------
Xxxxxx Xxxxxxxx Xxxxxx X. Xxxxxxxxxxx
/s/ Xxxxxxx Xxxxx /s/ Xxxxxxx Wooden
-------------------------------------- ------------------------------------
Xxxxxxx Xxxxx Xxxxxxx Wooden
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