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EXHIBIT 10.3
DIRECTOR NONCOMPETITION AGREEMENT
This Director Noncompetition Agreement ("Director Agreement"), dated as
of December 30, 1997, is between GLACIER BANCORP, INC. ("Glacier"), HUB
FINANCIAL CORPORATION ("HUB"), and the undersigned, each of whom is a Director
("Director") of either HUB or Valley Bank of Helena ("Bank").
RECITALS
A. Glacier and HUB have entered into a Plan and Agreement of Merger ("Merger
Agreement"), dated as of December 30, 1997, under which HUB will merge
with and into Glacier.
B. The obligation of Glacier to consummate the transactions contemplated by
the Merger Agreement are conditioned on its receipt of noncompetition
agreements from all directors of HUB and the Bank.
C. Glacier, HUB, and Director believe that the future success and
profitability of the Bank require that existing directors of HUB 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. Capitalized terms not defined in this Director
Noncompetition Agreement Director Agreement, have the meaning assigned to
those terms in the Merger 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, HUB, the Bank 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, Xxxxx and Xxxxx, and Missoula Counties in
Montana.
(c) Term. The Term of this Director Agreement begins at Closing. For
those directors who remain directors of the Bank for at least one
year following Closing (as required by this Director Agreement),
the Term ends two years after the Director's service as a director
of HUB, the Bank, Glacier, or any Glacier Subsidiary is
terminated. Otherwise, the Term ends three years after 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.
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,
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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 the Bank, Glacier, or any of its Subsidiaries, to leave
their employment or participate in any manner in a Competing Business, or
(2) any customers of the Bank, Glacier, or any of its Subsidiaries, to
remove their business from the Bank, 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, HUB, the Bank or any of their Subsidiaries, obtained by the
Director while serving as a director of the Bank, HUB, 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
the Bank, 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.
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 December 30, 1997:
Director:
/s/ XXXX X. XXXXXXXX /s/ XXXXXX X. XXXXXXX
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Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
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/s/ Xx. XXXXXX XXXXXX /s/ XXXXX XXXXX
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Xx. Xxxxxx Xxxxxx Xxxxx Xxxxx
/s/ X.X. XXXXXXXX /s/ X.X. XXXXXXXX
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X.X. Xxxxxxxx X.X. Xxxxxxxx
/s/ XXXX XXXXXX /s/ XX. XXXX XXXXXXXX
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Xxxx Xxxxxx Xx. Xxxx Xxxxxxxx
/s/ XXXX XXXXXX /s/ XXXXXX XXXXXX
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Xxxx Xxxxxx Xxxxxx Xxxxxx
GLACIER BANCORP, INC.
By /s/ XXXX X. XxxXXXXXX
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Name: Xxxx X. XxxXxxxxx
Title: Chairman, President and CEO
HUB FINANCIAL CORPORATION
By /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: President and CEO
