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Exhibit 10.2
NON-COMPETITION AGREEMENT
This
Non-Competition Agreement ("Non-Competition Agreement"), dated as
of
May 31, 2006, is made by and among First National Bank of Morgan
(the "Bank"),
Glacier Bancorp, Inc., a Montana corporation ("GBCI"), and the
undersigned, each
of whom is a non-employee director of the Bank.
RECITALS
A. The Bank has
entered into a Plan and Agreement of Merger (the "Merger
Agreement") dated as of the date hereof, with GBCI, acting on its
own
behalf and on behalf of a national banking association to be formed
by GBCI
(the
"New Bank"). Pursuant to the terms of the Merger Agreement, the
Bank
will
merge with and into the New Bank, and the combined bank will become
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 (collectively, the "Combined Entity") require that
existing
directors of the Bank (other than officer directors who will be
party to
employment agreements with the Bank and/or GBCI) (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 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 Morgan, Weber and Summit Counties,
Utah.
c.
Term. "Term"
means the period of time beginning on the Effective Date
and ending on the later of (i) three (3) years after the
Effective
Date or (ii) one year following termination of a Director's service
on
the Board of Directors of the 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 Busin
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