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EXHIBIT 10.2
NON-COMPETITION AGREEMENT
This
Non-Competition Agreement ("Non-Competition Agreement"), dated as
of
January 22, 2007, is made by and among 1st Bank, Glacier Bancorp,
Inc. ("GBCI"),
and the undersigned, each of whom is a non-employee director of
North Side. This
Non-Competition Agreement takes effect on the effective date of the
proposed
Merger (the "Effective Date") referenced below.
RECITALS
A. North Side
State Bank of Rock Springs, Wyo. ("North Side") has entered
into
a
Plan and Agreement of Merger (the "Merger Agreement") dated as of
the
date
hereof, with GBCI and 1st Bank. Pursuant to the terms of the
Merger
Agreement, North Side will merge with and into 1st Bank (the
"Combined
Bank"), a wholly-owned subsidiary of GBCI (the "Merger").
B. The parties
to this Non-Competition Agreement believe that the future
success and profitability of GBCI and the Combined Bank following
the
Merger require that existing non-employee directors of North Side
(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 and/or termination of the Director's status as a
director of
the
Combined Bank.
AGREEMENT
In
consideration of the parties' performance under the Merger
Agreement,
the Directors agree 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 financial
institution or trust company (including without limitation, any
start-up or other financial institution or trust company in
formation)
or holding company thereof that competes or will compete within
the
Covered Area with the Combined Bank or any of GBCI's bank
subsidiaries
or affiliates.
b.
Covered Area.
"Covered Area" means Sweetwater County, Wyoming.
c.
Term. "Term" means the period of
time beginning on the Effective Date
and ending on the later of (i) two (2) years after the Effective
Date
or (ii) one year following termination of a Director's service on
the
Board of Directors of the Combined Bank.
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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
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