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Exhibit 10.1
NON-COMPETITION AND VOTING AGREEMENT
This Non-Competition Agreement and Voting Agreement
("NON-COMPETITION
AGREEMENT"), dated as of July 14, 2005, is made by and among
Glacier Bancorp,
Inc. ("GLACIER") First Security Bank of Missoula,
("FSB-MISSOULA"); Thompson
Falls Holding Co. ("TFHC"); First State Bank ("FSB-THOMPSON
FALLS"); and Robert
T. Baxter and Robert Fletcher, each of whom is a director,
officer and
controlling shareholder of TFHC and the FSB-Thompson Falls.
RECITALS
A. Glacier, TFHC, FSB-Missoula, and FSB-Thompson Falls have
entered into a
Plan and Agreement of Merger (the "MERGER AGREEMENT") dated as
of the date
hereof, pursuant to which TFHC will merge with and into Glacier
and
FSB-Thompson Falls will merge with and into FSB-Missoula
(the
"TRANSACTION").
B. The parties to this Non-Competition Agreement believe that
the future
success and profitability of FSB-Missoula and Glacier in Sanders
County,
Montana, following the Transaction require that neither Robert
T. Baxter
nor Robert Fletcher 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 his status as a
consultant to
FSB-Missoula.
AGREEMENT
In consideration of the parties' performance under the Merger
Agreement,
the parties 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. Combined Entity. "COMBINED ENTITY" means Glacier and
FSB-Missoula,
after giving effect to the Transaction.
b. 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.
c. Covered Area. "COVERED AREA" means Sanders County,
Montana.
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d. Term. "TERM" means the period of time beginning on the
Effective
Date and ending on the later of (i) three years after the
Effective
Date or (ii) two years following termination of status as a
consultant to FSB-Missoula.
2. PARTICIPATION IN COMPETING BUSINESS. Except as provided in
Section 5 or 6,
during the Term neither Robert T. Baxter nor Robert Fletcher 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, neither Robert T. Baxter
nor Robert
Fletcher may, directly or
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