all Glacier common stock (a Stock Election), or

EX-10.2 5 v20560orexv10w2.txt EXHIBIT 10.2 EXHIBIT 10.2 CDC DIRECTOR NON-COMPETITION AGREEMENT This CDC Director Non-Competition Agreement ("NON-COMPETITION AGREEMENT"), dated as of April 20, 2006, is made by and among CITIZENS DEVELOPMENT COMPANY ("CDC"), GLACIER BANCORP, INC. ("GLACIER") and the undersigned, each of whom is a director of CDC who is not party to an employment agreement with a subsidiary of CDC and/or Glacier (the "DIRECTORS"). RECITALS A. Glacier and CDC have entered into a Plan and Agreement of Merger (the "MERGER AGREEMENT") dated as of the date hereof, pursuant to which (i) CDC will merge (the "MERGER") with and into a Montana corporation to be formed by Glacier ("HOLDINGS"), (ii) CDC's subsidiaries, Citizens State Bank, First Citizens Bank of Billings, First National Bank of Lewistown, Western Bank of Chinook, N.A., and First Citizens Bank, N.A. (each, a "CDC BANK" and collectively, the "CDC BANKS") will become subsidiaries of Holdings, and (iii) following a transition period, the CDC Banks will be merged with and into Glacier's other subsidiary banks. B. The parties to this Non-Competition Agreement believe that the future success and profitability of Glacier, the CDC Banks and the CDC Banks' successors (collectively, the "COMBINED ENTITY") require that 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. AGREEMENT In consideration of the parties' performance under the Merger Agreement, each Director agrees 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 commercial bank (including without limitation, any start-up or other commercial bank 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 the state of Montana. c. Term. "TERM" means, with respect to each Director, the period of time beginning on the Effective Date and ending two (2) years after the Effective Date. If the Merger Agreement is terminated for any reason, this Non-Competition Agreement shall be void. 1 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, no Director may disclose any confidential information of the Combined Entity or its subsidiaries or affiliates obtained by such person while serving as a director of CDC 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, a Competing Business that has no operations in the Covered Area. 6. PASSIVE INTEREST. Nothing in this Non-Competition Agreement prevents 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 to which they may be entitled. 8. GOVERNING LAW AND ENFORCEABILITY. This Non-Competition Agreement is governed by, and will be interpreted in accordance with, the laws of the State of Montana. 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. Venue of any legal action or proceeding between the parties related to this Non-Competition Agreement shall be in Yellowstone County, Montana, and the parties each consent to the personal jurisdiction of the courts of the State of Montana and the federal courts located in Montana. Each Director agrees not to claim that Yellowstone County, Montana is an inconvenient place for trial. 2 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. The parties have signed this CDC Director Non-Competition Agreement as of April 20, 2006: GLACIER BANCORP, INC. CITIZENS DEVELOPMENT COMPANY By /s/ Michael J. Blodnick By /s/ Dean Comes ---------------------------------- ------------------------------- Michael J. Blodnick Dean Comes President & Chief Executive Officer President DIRECTORS: /s/ Greg Bormann ----------------------------------- Greg Bormann /s/ Greg LeGare ----------------------------------- Greg LeGare /s/ Jon Sustarich ----------------------------------- Jon Sustarich 3