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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, directl
