Exhibit 10.1


EMPLOYMENT AGREEMENT


          AGREEMENT between Glacier Bancorp, Inc., hereinafter called “Company”, and Michael J. Blodnick, hereinafter called “Executive”,


RECITALS

	
  
A.
  	
  
Executive has served as   President and Chief Executive Officer of the Company.
  
	
  
 
  	
  
 
  
	
  
B.
  	
  
The Company desires Executive   to continue his employment at the Company under the terms and conditions of   this Agreement.
  
	
  
 
  	
  
 
  
	
  
C.
  	
  
Executive desires to continue   his employment at the Company under the terms and conditions of this   Agreement.
  




AGREEMENT

	
  
1.
  	
  
Employment. The Company agrees to employ Executive and Executive accepts employment   by the Company on the terms and conditions set forth in this Agreement.   Executive’s title will be President and Chief Executive Officer of the   Company. During the term of this Agreement, Executive will serve as a   director of the Company and of the Banks.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.
  	
  
Term.   The term of this Agreement (“Term”) is one year, beginning on January 1,   2007.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
3.
  	
  
Duties. The Company will employ Executive as its President and Chief Executive   Officer. Executive will faithfully and diligently perform his assigned   duties, which are as follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
Company Performance. Executive will be responsible for all aspects   of the Company’s performance, including without limitation, directing that   daily operational and managerial matters are performed in a manner consistent   with the Company’s policies.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Development and Preservation   of Business.   Executive will be responsible for the development and preservation of banking   relationships and other business development efforts (including appropriate   civic and community activities).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Report to Board. Executive will report directly to the   Company’s board of directors. The Company’s board of directors may, from time   to time, modify Executive’s title or add, delete, or modify Executive’s   performance responsibilities to accommodate management succession, as well as   any other management objectives of the Company. Executive will assume any   additional positions, duties and responsibilities as may reasonably be   requested of him with or without additional compensation, as appropriate and   consistent with Sections 3(a) and 3(b) of this Agreement.
  














	
  
4.
  	
  
Extent of Services. Executive will devote all of his working time,   attention and skill to the duties and responsibilities set forth in Section   3. To the extent that such activities do not interfere with his duties under   Section 3, Executive may participate in other businesses as a passive   investor, but (a) Executive may not actively participate in the operation or   management of those businesses, and (b) Executive may not, without the   Company’s prior written consent, make or maintain any investment in a   business with which the Company or its subsidiaries has an existing   competitive or commercial relationship.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
5.
  	
  
Company Board. During the term, the Company will use its best efforts to nominate and   recommend Executive for election to the Company’s board of directors.
  
	
  
 
  	
  
 
  	
  
 
  
	
  6.
  	
  
Salary. Executive will receive an annual salary of $315,000.00, to be paid in   accordance with the Company’s regular payroll schedule. Subsequent salary   increases are subject to the Company’s annual review of Executive’s   compensation and performance.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
7.
  	
  
Incentive Compensation. During the Term, the Company’s board of   directors will determine the amount of bonus to be paid by the Company to   Executive for that year. In making this determination, the Company’s board of   directors will consider factors such as Executive’s performance of his duties   and the safety, soundness and profitability of the Company. Executive’s bonus   will reflect Executive’s contribution to the performance of the Company   during the year, also taking into account the nature and extent of incentive   bonuses paid to comparable senior officers at the Company. This bonus will be   paid to Executive no later than January 31 of the year following the year in   which the bonus is earned by Executive.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.
  	
  
Income Deferral. Executive will be eligible to participate in any program available to   the Company’s senior management for income deferral, for the purpose of   deferring receipt of any or all of the compensation he may become entitled to   under this Agreement.
  
	
   
  	
  
 
  	
  
 
  
	
  
9.
  	
  
Vacation and Benefits.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Vacation and Holidays. Executive will receive four weeks of paid   vacation each year in addition to all holidays observed by the Company and   its subsidiaries. Executive may carry over, in the aggregate, up to four   weeks of unused vacation to a subsequent year. Any unused vacation time in   excess of four weeks will not accumulate or carry over from one calendar year   to the next. Each calendar year, Executive shall take not less than one (1)   week vacation.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Benefits. Executive will be entitled to participate in   any group life insurance, disability, health and accident insurance plans,   profit sharing and pension plans and in other employee fringe benefit   programs the Company may have in effect from time to time for its similarly   situated employees, in accordance with and subject to any policies adopted by   the Company’s board of directors with respect to the plans or programs,   including without limitation, any incentive or employee stock option plan,   deferred compensation plan, 401(k) plan, and Supplemental Executive   Retirement Plan (SERP). The Company through this Agreement does not obligate   itself to make any particular benefits available to its employees.
  



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(c)
  	
  
Business Expenses. The Company will reimburse Executive for   ordinary and necessary expenses which are consistent with past practice at   the Company (including, without limitation, travel, entertainment, and   similar expenses) and which are incurred in performing and promoting the   Company’s business. Executive will present from time to time itemized accounts   of these expenses, subject to any limits of the Company policy or the rules   and regulations of the Internal Revenue Service.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
10.
  	
  
Termination of Employment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
Termination by the Company for   Cause. If the Company   terminates Executive’s employment for Cause (defined below) before this   Agreement terminates, the Company will pay Executive the salary earned and   expenses reimbursable under this Agreement incurred through the date of his   termination. Executive will have no right to receive compensation or other   benefits for any period after termination under this Section 10(a).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Other Termination by the   Company. If the Company   terminates Executive’s employment without Cause before this Agreement   terminates, or Executive terminates his employment for Good Reason (defined   below), the Company will pay Executive for the remainder of the Term the   compensation and other benefits he would have been entitled to if his   employment had not terminated.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Death or Disability. This Agreement terminates (1) if Executive   dies or (2) if Executive is unable to perform his duties and obligations   under this Agreement for a period of 90 consecutive days as a result of a   physical or mental disability arising at any time during the term of this   Agreement, unless with reasonable accommodation Executive could continue to   perform his duties under this Agreement and making these accommodations would   not pose an undue hardship on the Company. If termination occurs under this   Section 10(c), Executive or his estate will be entitled to receive all   compensation and benefits earned and expenses reimbursable through the date   Executive’s employment terminated.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Termination Related to a   Change in Control.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Termination by Company. If the Company, or its successor in interest   by merger, or its transferee in the event of a purchase in an assumption   transaction (for reasons other than Executive’s death, disability, or Cause)   (1) terminates Executive’s employment within 3 years following a Change in Control   (as defined below), or (2) terminates Executive’s employment before the   Change in Control but on or after the date that any party either announces or   is required by law to announce any prospective Change in Control transaction   and a Change in Control occurs within six months after the termination, the   Bank will provide Executive with the payment and benefits described in   Section 10(d)(3) below.
  




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(2)
  	
  
Termination by Executive. If Executive terminates Executive’s   employment, with or without Good Reason, within three years following a   Change in Control, the Company will provide Executive with the payment and   benefits described in Section 10(d)(3) below.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
Payments. If Section 10(d)(1) or (2) is triggered in   accordance with its terms, the Company will: (i) pay Executive in 36 monthly   installments in an amount equal to 2.99 times the Executive’s annual salary   (determined as of the day before the date Executive’s employment was   terminated) and (ii) maintain and provide for 2.99 years following   Executive’s termination, at no cost to Executive, the benefits described in   Section 9(b) to which Executive is entitled (determined as of the day before   the date of such termination); but if Executive’s participation in any such   benefit is thereafter barred or not feasible, or discontinued or materially   reduced, the Company will arrange to provide Executive with either benefits   substantially similar to those benefits or a cash payment of substantially   similar value in lieu of the benefits.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Limitations on Payments   Related to Change in Control. The following apply notwithstanding any other provision of this   Agreement:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
the total of the payments and   benefits described in Section 10(d)(3) will be less than the amount that would   cause them to be a “parachute payment” within the meaning of Section   280G(b)(2)(A) of the Internal Revenue Code;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
the payment and benefits   described in Section 10(d)(3) will be reduced by any compensation (in the   form of cash or other benefits) received by Executive from the Company or its   successor after the Change in Control; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
Executive’s right to receive   the payments and benefits described in Section 10(d)(3) terminates (i)   immediately if before the Change in Control transaction closes, Executive   terminates his employment without Good Reason, or the Company terminates   Executive’s employment for Cause, or (ii) three years after a Change of   Control occurs.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
Return of Bank Property. If and when Executive ceases, for any reason,   to be employed by the Company, Executive must return to the Company all keys,   pass cards, identification cards and any other property of the Company. At   the same time, Executive also must return to the Company all originals and   copies (whether in memoranda, designs, devices, diskettes, tapes, manuals,   and specifications) which constitute proprietary information or material of   the Company and its subsidiaries. The obligations in this paragraph include   the return of documents and other materials which may be in his desk at work,   in his car, in place of residence, or in any other location under his   control.
  



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(g)
  	
  
Cause. “Cause” means any one or more of the   following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Willful misfeasance or gross   negligence in the performance of Executive’s duties;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Conviction of a crime in   connection with his duties;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
Conduct demonstrably and   significantly harmful to the Company, as reasonably determined on the advice   of legal counsel by the Company’s board of directors; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(4)
  	
  
Permanent disability, meaning   a physical or mental impairment which renders Executive incapable of   substantially performing the duties required under this Agreement, and which   is expected to continue rendering Executive so incapable for the reasonably   foreseeable future.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(h)
  	
  
Good Reason. “Good Reason” means only any one or more of   the following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Reduction of Executive’s   salary or reduction or elimination of any compensation or benefit plan   benefiting Executive, unless the reduction or elimination is generally   applicable to substantially all Company employees (or employees of a   successor or controlling entity of the Company) formerly benefited;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
The assignment to Executive   without his consent of any authority or duties materially inconsistent with   Executive’s position as of the date of this Agreement;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
The material breach of this   Agreement by the Company, or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(4)
  	
  
A relocation or transfer of   Executive’s principal place of employment outside Flathead County, Montana.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Change in Control. “Change in Control” means a change “in the   ownership or effective control” or “in the ownership of a substantial portion   of the assets” of the Company, within the meaning of Section 280G of the Internal   Revenue Code.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
11.
  	
  
Confidentiality. Executive will not, after the date this Agreement was signed,   including during and after its Term, use for his own purposes or disclose to   any other person or entity any confidential business information concerning   the Company or its business operations or that of its subsidiaries, unless   (1) the Company consents to the use or disclosure of confidential   information; (2) the use or disclosure is consistent with Executive’s duties   under this Agreement, or (3) disclosure is required by law or court order.   For purposes of this Agreement, confidential business information includes,   without limitation, trade secrets (as defined under the Montana Uniform Trade   Secrets Act, Montana Code §30-14-402), various confidential information on   investment management practices, marketing plans, pricing structure and   technology of either the Company or its subsidiaries. Executive will also   treat the terms of this Agreement as
confidential business information.
  




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12.
  	
  
Noncompetition. During the Term of this Agreement and for a period of three years   after Executive’s employment with the Company has terminated, Executive will   not, directly or indirectly, as a shareholder, director, officer, employee,   partner, agent, consultant, lessor, creditor or otherwise:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
provide management,   supervisory or other similar services to any person or entity engaged in any   business in counties in which the Company or its subsidiaries may have a   presence which is competitive with the business of the Company or a   subsidiary as conducted during the term of this Agreement or as conducted as   of the date of termination of employment, including any preliminary steps   associated with the formation of a new bank.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
persuade or entice, or attempt   to persuade or entice any employee of the Company or a subsidiary to   terminate his/her employment with the Company or a subsidiary.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
persuade or entice or attempt   to persuade or entice any person or entity to terminate, cancel, rescind or   revoke its business or contractual relationships with the Company or its   subsidiaries.
  
	
   
  	
  
 
  	
  
 
  
	
  
13.
  	
  
Enforcement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
The Company and Executive   stipulate that, in light of all of the facts and circumstances of the   relationship between Executive and the Company, the agreements referred to in   Sections 11 and 12 (including without limitation their scope, duration and   geographic extent) are fair and reasonably necessary for the protection of   the Company and its subsidiaries confidential information, goodwill and other   protectable interests. If a court of competent jurisdiction should decline to   enforce any of those covenants and agreements, Executive and the Company   request the court to reform these provisions to restrict Executive’s use of   confidential information and Executive’s ability to compete with the Company   to the maximum extent, in time, scope of activities and geography, the court   finds enforceable.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Executive acknowledges the   Company will suffer immediate and irreparable harm that will not be   compensable by damages alone if Executive repudiates or breaches any of the   provisions of Sections 11 or 12 or threatens or attempts to do so. For this   reason, under these circumstances, the Company, in addition to and without   limitation of any other rights, remedies or damages available to it at law or   in equity, will be entitled to obtain temporary, preliminary and permanent   injunctions in order to prevent or restrain the breach, and the Company will   not be required to post a bond as a condition for the granting of this   relief.
  



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14.
  	
  
Covenants. Executive specifically acknowledges the receipt of adequate   consideration for the covenants contained in Sections 11 and 12 and that the   Company is entitled to require him to comply with these Sections. These   Sections will survive termination of this Agreement. Executive represents   that if his employment is terminated, whether voluntarily or involuntarily,   Executive has experience and capabilities sufficient to enable Executive to   obtain employment in areas which do not violate this Agreement and that the   Company’s enforcement of a remedy by way of injunction will not prevent   Executive from earning a livelihood.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
15.
  	
  
Arbitration.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Arbitration. At either party’s request, the parties must   submit any dispute, controversy or claim arising out of or in connection   with, or relating to, this Agreement or any breach or alleged breach of this   Agreement, to arbitration under the American Arbitration Association’s rules   then in effect (or under any other form of arbitration mutually acceptable to   the parties). A single arbitrator agreed on by the parties will conduct the   arbitration. If the parties cannot agree on a single arbitrator, each party   must select one arbitrator and those two arbitrators will select a third   arbitrator. This third arbitrator will hear the dispute. The arbitrator’s   decision is final (except as otherwise specifically provided by law) and   binds the parties, and either party may request any court having jurisdiction   to enter a judgment and to enforce the arbitrator’s decision. The arbitrator   will provide the parties with a
written decision naming the substantially   prevailing party in the action. This prevailing party is entitled to   reimbursement from the other party for its costs and expenses, including   reasonable attorneys’ fees.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Governing Law. All proceedings will be held at a place   designated by the arbitrator in Flathead County, Montana. The arbitrator, in   rendering a decision as to any state law claims, will apply Montana law.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Exception to Arbitration. Notwithstanding the above, if Executive   violates Section 11 or 12, the Company will have the right to initiate the   court proceedings described in Section 13(b), in lieu of an arbitration   proceeding under this Section 15.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
16.
  	
  
Miscellaneous Provisions.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
Entire Agreement. This Agreement constitutes the entire   understanding and agreement between the parties concerning its subject matter   and supersedes all prior agreements, correspondence, representations, or   understandings between the parties relating to its subject matter.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Binding Effect. This Agreement will bind and inure to the   benefit of the Company’s, its subsidiaries’ and Executive’s heirs, legal   representatives, successors and assigns.
  




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(c)
  	
  
Litigation Expenses. If either party successfully seeks to enforce   any provision of this Agreement or to collect any amount claimed to be due   under it, this party will be entitled to reimbursement from the other party for   any and all of its out-of-pocket expenses and costs including, without   limitation, reasonable attorneys’ fees and costs incurred in connection with   the enforcement or collection.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Waiver. Any waiver by a party of its rights under   this Agreement must be written and signed by the party waiving its rights. A   party’s waiver of the other party’s breach of any provision of this Agreement   will not operate as a waiver of any other breach by the breaching party.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Assignment. The services to be rendered by Executive   under this Agreement are unique and personal. Accordingly, Executive may not   assign any of his rights or duties under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
Amendment. This Agreement may be modified only through a   written instrument signed by both parties.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
Severability. The provisions of this Agreement are   severable. The invalidity of any provision will not affect the validity of   other provisions of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(h)
  	
  
Governing Law and Venue. This Agreement will be governed by and construed   in accordance with Montana law, except to the extent that certain regulatory   matters may be governed by federal law. The parties must bring any legal   proceeding arising out of this Agreement in Flathead County, Montana.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Counterparts. This Agreement may be executed in one or more   counterparts, each of which shall be deemed to be an original, but all of   which taken together will constitute one and the same instrument.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Signed this 27th   day of December, 2006.
  





	
  
 
  	
  
 
  	
  
 
  	
  
GLACIER BANCORP, INC.
  
	  
	  
	  
	  
	  

	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ Everit A Sliter
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Everit A. Sliter, Chairman
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Attest:
  	
  
 
  	
  
 
  	
  
 
  
	  
	  
	  
	  
	  

	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ James H. Strosahl
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
James H. Strosahl, Secretary
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
EXECUTIVE
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	  
	  
	  
	  
	  

	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ Michael J. Blodnick
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
   
  	
   
  	
   
  	
   
  	
  Michael J. Blodnick
  



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