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NON-COMPETITION AGREEMENT

NonCompetition Agreement

NON-COMPETITION AGREEMENT | Document Parties: GLACIER BANCORP INC |  FIRST NATIONAL BANK OF MORGAN You are currently viewing:
This NonCompetition Agreement involves

GLACIER BANCORP INC | FIRST NATIONAL BANK OF MORGAN

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Title: NON-COMPETITION AGREEMENT
Date: 6/29/2006
Industry: Regional Banks     Sector: Financial

NON-COMPETITION AGREEMENT, Parties: glacier bancorp inc ,  first national bank of morgan
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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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