<PAGE>
EXHIBIT 10.2
NON-COMPETITION AGREEMENT
This
Non-Competition Agreement ("NON-COMPETITION AGREEMENT"), dated as
of
December 15, 2004, is made by
and among Glacier Bancorp, Inc., a Montana
corporation ("GLACIER");
Citizens Bank Holding Company, an Idaho corporation
(the "COMPANY"); Citizens
Community Bank, an Idaho state-chartered bank (the
"BANK"); and the undersigned,
each of whom is a director of the Company or the
Bank.
RECITALS
A. Glacier, the Company
and the Bank have entered into a Plan and Agreement
of Merger
(the "MERGER AGREEMENT") dated as of the date hereof,
pursuant
to which
the Company will merge with and into Glacier, and the Bank
will
become a
wholly owned subsidiary of Glacier (the "TRANSACTION").
B. The parties to this
Non-Competition Agreement believe that the future
success
and profitability of Glacier and the Bank following the
Transaction (collectively, the "COMBINED ENTITY") require that
existing
directors
of the Company and the Bank (other than officer directors
who
will be
party to employment agreements with the Bank and/or Glacier)
(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
Transaction and/or termination of the Director's status as
a
director
of the 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 Entity or any of
its
subsidiaries or affiliates.
b.
Covered
Area. "COVERED AREA" means the geographical area within
a
ninety mile radius of the Bank's principal office located at 280
S.
Arthur, Pocatello, Idaho 83204.
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
<PAGE>
following termination of a Director's service on the Board
of
Directors of the Bank.
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, p
