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EXHIBIT 10.5
DIRECTOR AND OFFICER NONCOMPETITION AGREEMENT
This Director and Officer Noncompetition Agreement ("Director
Agreement"), dated as of August 9, 1996, is between GLACIER BANCORP, INC.
("Glacier"), MISSOULA BANCSHARES, INC. ("Bancshares"), and the undersigned, each
of whom is a Director or officer ("Director") of Bancshares or First Security
Bank of Missoula ("Bank").
RECITALS
A. Glacier and Bancshares have entered into a Plan and Agreement of Merger
("Merger Agreement"), dated as of August 9, 1996, under which
Bancshares will merge with and into Glacier.
B. Glacier's obligations to consummate the transactions contemplated by
the Merger Agreement are conditioned on their receipt of noncompetition
agreements from all directors of Bancshares and the Bank.
C. Glacier, Bancshares, and Director believe that the future success and
profitability of the Bank require that existing directors of Bancshares
and the Bank be available to continue to serve as directors of the Bank
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 Merger Agreement,
Director agrees as follows:
1. DEFINITIONS. Defined terms used but not defined in this Director
Agreement, have the meaning assigned to those terms in the Merger
Agreement. For purposes of this "Director Agreement" the following
definitions also apply:
(a) Competing Business. "Competing Business" means any financial
institution or trust company that competes within the Covered
Area with Glacier, Bancshares, or the Bank, or any of their
subsidiaries or affiliates.
(b) Covered Area. Missoula County in the State of Montana.
(c) Term. The Term of this Director Agreement is the lesser of: (1)
two years after the Director's service as a director of
Bancshares, the Bank, Glacier, or any affiliate of Glacier is
terminated or (2) three years from Closing.
2. AVAILABILITY. Director will be available to serve, at Glacier's
request, as a director of the Bank 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
and as specified in Exhibit B to the Merger Agreement, during the Term
of this Director Agreement, Director will not become involved, directly
or indirectly, as a stockholder, member, partner, director, officer,
manager, consultant, agent or representative of a Competing Business.
After the date of this Director Agreement, Director will not increase
or expand any passive investment interests of Director listed in
Exhibit B to the Merger Agreement.
4. CONFIDENTIAL INFORMATION. During and after the Term of this Director
Agreement, Director will not disclose any confidential information of
Glacier, Bancshares, or the Bank, or any of their subsidiaries or
affiliates, obtained by the Director while serving as a director the
Bank.
5. EMPLOYMENT OUTSIDE COVERED AREA. Nothing in this Director 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.
6. PASSIVE INTEREST. Nothing in this Director Agreement prevents the
Director from owning 2% or less of any class of security of a Competing
Business.
7. REMEDIES. Any breach of this Agreement by Director entitles Glacier and
Bancshares, 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.
8. POST-MERGER TERMINATION. This Director Agreement automatically
terminates if, after the Merger, any person, company or other entity
purchases or otherwise acquires (including by merger, consolidation, or
share exchange) securities representing 51% or more of the voting
shares of Glacier or acquires all or substantially all of the assets of
Glacier and its subsidiaries.
9. GOVERNING LAW, ENFORCEABILITY, AND VENUE. This Director Agreement is
governed by Montana 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. The parties
must bring any legal proceeding arising out of this Agreement in
Flathead County, Montana.
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.
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SIGNED as of August 9, 1996:
Director:
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxx
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Xxxxxxx X. Xxxxxxx Xxxxx Xxxxx
/s/ Xxxxxxx XxXxxxxx /s/ Xxxxxxx Xxxxxxxx
-------------------------- -----------------------------
Xxxxxxx XxXxxxxx Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxx
-------------------------- -----------------------------
Xxxxx Xxxxxxxx Xxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxx /s/ Xxxx Xxxxxx
-------------------------- -----------------------------
Xxxxx X. Xxxxxx Xxxx Xxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Xxxx Xxxxx Xxxxxxxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxxx Xxxxxxx Xxxxxx X. Xxxxxx
/s/ Weymouth Symmes
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Weymouth Symmes
GLACIER BANCORP, INC.
By /s/ Xxxx X. XxxXxxxxx
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Name: Xxxx X. XxxXxxxxx
Title: President and CEO
MISSOULA BANCSHARES, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President and CEO
