Exhibit 10.2
NON-COMPETITION AGREEMENT
This Non-Competition Agreement ("Non-Competition Agreement"), dated as of
May 31, 2006, is made by and among First National Bank of Xxxxxx (the "Bank"),
Glacier Bancorp, Inc., a Montana corporation ("GBCI"), and the undersigned, each
of whom is a non-employee director of the Bank.
RECITALS
A. The Bank has entered into a Plan and Agreement of Merger (the "Merger
Agreement") dated as of the date hereof, with GBCI, acting on its own
behalf and on behalf of a national banking association to be formed by GBCI
(the "New Bank"). Pursuant to the terms of the Merger Agreement, the Bank
will merge with and into the New Bank, and the combined bank will become a
wholly owned subsidiary of GBCI (the "Merger").
B. The parties to this Non-Competition Agreement believe that the future
success and profitability of GBCI and the combined bank following the
Merger (collectively, the "Combined Entity") require that existing
directors of the Bank (other than officer directors who will be party to
employment agreements with the Bank and/or GBCI) (the "Directors") not be
affiliated in any substantial way with a Competing Business (as defined
herein) for a reasonable period of time after closing of the Merger and/or
termination of the Director's status as a director of the Bank.
AGREEMENT
In consideration of the parties' performance under the Merger Agreement,
the Directors agree as follows:
1. DEFINITIONS. Capitalized terms not defined in this Non-Competition
Agreement have the meaning assigned to those terms in the Merger Agreement.
The following definitions also apply to this Non-Competition Agreement:
a. Competing Business. "Competing Business" means any financial
institution or trust company (including without limitation, any
start-up or other financial institution or trust company in formation)
or holding company thereof that competes or will compete within the
Covered Area with the Combined Entity or any of its subsidiaries or
affiliates.
b. Covered Area. "Covered Area" means Xxxxxx, Xxxxx and Summit Counties,
Utah.
c. Term. "Term" means the period of time beginning on the Effective Date
and ending on the later of (i) three (3) years after the Effective
Date or (ii) one year following termination of a Director's service on
the Board of Directors of the Bank.
2. PARTICIPATION IN COMPETING BUSINESS. Except as provided in Section 5 or 6,
during the Term no Director may become involved with a Competing Business
or serve, directly or indirectly, a Competing Business in any manner,
including without limitation, (a) as a shareholder, member, partner,
director, officer, manager, investor, organizer, founder, employee,
consultant, agent, or representative, or (b) during the organization and
pre-opening phases in the formation of a Competing Business.
3. NO SOLICITATION. During the Term, no Director may, directly or indirectly,
solicit or attempt to solicit (a) any employees of the Combined Entity or
any of its subsidiaries or affiliates to participate, as an employee or
otherwise, in any manner in a Competing Business, or (b) any customers of
the Combined Entity or its subsidiaries or affiliates to transfer their
business to 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.
4. CONFIDENTIAL INFORMATION. During and after the Term, the Directors will not
disclose any confidential information of the Combined Entity or its
subsidiaries or affiliates obtained by such person while serving as a
director of the Combined Entity except in accordance with a judicial or
other governmental order.
5. OUTSIDE COVERED AREA. Nothing in this Non-Competition Agreement prevents a
Director from becoming involved with, as a shareholder, member, partner,
director, officer, manager, investor, organizer, founder, employee,
consultant, agent, representative, or otherwise, with a Competing Business
that has no operations in the Covered Area.
6. PASSIVE INTEREST. Notwithstanding anything to the contrary contained
herein, nothing in this Non-Competition Agreement shall prevent a Director
from owning 5% or less of any class of security of a Competing Business.
7. REMEDIES. Any breach of this Non-Competition Agreement by a Director will
entitle the Combined Entity, together with its 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.
8. GOVERNING LAW, VENUE AND ENFORCEABILITY. This Non-Competition Agreement is
governed by, and will be interpreted in accordance with, the laws of the
State of Utah. The parties must bring any legal proceeding arising out of
this Non-Competition Agreement in Salt Lake County, Utah. If any court
determines that the restrictions set forth in this Non-Competition
Agreement are unenforceable, then the parties request such court to reform
these provisions to the maximum restrictions, term, scope or geographical
area that such court finds enforceable.
9. INDIVIDUAL OBLIGATIONS. The obligations of each of the Directors under this
Non-Competition Agreement are intended to be several and not joint.
10. COUNTERPARTS. The parties may execute this Non-Competition Agreement in one
or more counterparts, including facsimile counterparts. All the
counterparts will be construed together and will constitute one Agreement.
This Director Non-Competition Agreement is executed as of May 31, 2006.
GLACIER BANCORP, INC. FIRST NATIONAL BANK OF XXXXXX
By /s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxx
President & Chief Executive Officer President & Chief Executive Officer
DIRECTORS:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxx X. Xxxxxxx Xxxxx Xxxxxxx
/s/ A. Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------- ---------------------------------------
A. Xxxx Xxxxxxx Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
