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EXHIBIT 10.3
PRINCIPAL SHAREHOLDER NON-COMPETITION AGREEMENT
This
Principal Shareholder 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 shareholders of CDC identified on Schedule I
("SHAREHOLDER").
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. As the
beneficial owner of 5% or more of any class of CDC's
outstanding
securities, each Shareholder will receive substantial benefits from
the
consummation of the Merger and accordingly desires to facilitate
the
Merger.
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
each
Shareholder 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 Shareholder 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 bank 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 Yellowstone, Ravalli, Fergus,
Blaine and Flathead Counties in Montana.
c.
Term.
"TERM" means 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.
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2.
PARTICIPATION IN COMPETING BUSINESS. Except as provided in Section
5 or 6,
during the
Term, no Shareholder 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 Shareholder 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
em
