Director Resignation Agreement among Glacier Bancorp, Thompson Falls Holding Co., First State Bank, and Directors
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Summary
This agreement, dated July 14, 2005, is between Glacier Bancorp, Thompson Falls Holding Co., First State Bank, and the directors of Thompson Falls Holding Co. and/or First State Bank. It states that each director agrees to resign from their board positions, with the resignations becoming effective only upon the closing of a merger transaction involving the companies. The agreement is governed by Montana law and may be executed in multiple counterparts.
EX-10.2 5 v12045orexv10w2.txt EXHIBIT 10.2 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"), Thompson 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. THOMPSON FALLS HOLDING CO. By /s/ Michael J. Blodnick By /s/ Robert T. Baxter ----------------------------------- ------------------------------------ Michael J. Blodnick Robert T. Baxter President & Chief Executive Officer President & Chief Executive Officer FIRST STATE BANK By /s/ Robert T. Baxter ------------------------------------ Robert T. Baxter President & Chief Executive Officer DIRECTORS: /s/ Michael. R. Baxter /s/ Katherine Kovarik - -------------------------------------- ------------------------------------ Michael R. Baxter Katherine Kovarik /s/ Robert T. Baxter //s Craig Rehm - -------------------------------------- ------------------------------------ Robert T. Baxter Craig Rehm /s/ Robert Fletcher /s/ Daniel W. Whittenberg - -------------------------------------- ------------------------------------ Robert Fletcher Daniel W. Whittenberg /s/ Kathryn Gregg /s/ Barbara Wooden - -------------------------------------- ------------------------------------ Kathryn Gregg Barbara Wooden 2
