Exhibit 10.2


EMPLOYMENT AGREEMENT


          AGREEMENT between Mountain West Bank, (“Bank”), and Jon W. Hippler, (“Executive”), and ratified by Glacier Bancorp, Inc. (“Company”),


RECITALS

	
  
A.
  	
  
Mountain   West Bank, (“Bank”), is a wholly owned subsidiary of Glacier Bancorp, Inc.,   (“Company”).
  
	
  
 
  	
  
 
  
	
  
B.
  	
  
Executive is   the President and   Chief Executive Officer of the Bank and a director of the Bank.
  
	
  
 
  	
  
 
  
	
  
C.
  	
  
The Bank   desires Executive to continue his employment at the Bank under the terms and   conditions of this Agreement.
  
	
  
 
  	
  
 
  
	
  D.
  	
  
Executive   desires to continue his employment at the Bank under the terms and conditions of this Agreement.
  




AGREEMENT

	
  
1.
  	
  
Employment.   The Bank agrees to employ Executive and Executive accepts employment by the Bank on the terms and   conditions set forth in this Agreement. Executive’s title will be President and Chief Executive Officer of the   Bank. During the term of this Agreement, Executive will serve as a director of the Bank.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
Term. The term of this Agreement is for one   year beginning January 1, 2007.
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
Duties. The Bank will employ
Executive as its President and Chief Executive Officer. Executive will
faithfully and diligently perform his assigned duties, which are as
follows:
 
	
   
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Bank   Performance. Executive will be responsible for all   aspects of the Bank’s performance, including without limitation,   directing that daily operational and managerial matters are performed in a   manner consistent with the Bank’s and 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) in Kootenai County.
 













	
  
 
  	
  
(c)
  	
  
Report to   Board. Executive will report directly to the Bank’s   board of directors and to the Chief Executive Officer of the Company. The   Bank’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 Bank or 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 Bank’s prior written consent, make or
maintain any investment in a business with which the Bank or Company has an
existing competitive or commercial relationship.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
5.
  	
  
Salary. Executive will receive an
annual salary of $231,155.00 to be paid in accordance with the Bank’s
regular payroll schedule.
 
	
  
 
  	
  
 
  
	
  
6.
  	
  
Incentive Compensation. During the Term, the   Bank’s board of directors, subject to ratification by Company’s board of   directors, will determine the amount of bonus to be paid by the Bank to   Executive for that year. In making this determination, the Bank’s board of   directors will consider factors such as Executive’s performance of his duties   and the safety, soundness and   profitability of the Bank. Executive’s bonus will reflect Executive’s   contribution to the performance of the Bank during the year. 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.
  
	
   
  	
  
 
  
	
  
7.
  	
  
Income   Deferral. Executive will be eligible to participate in any   program available to the Bank’s and 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.
  
	
  
 
  	
  
 
  
	
  
8.
  	
  
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 Bank. 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.
  




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(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 Bank or 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 Bank’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). Neither the Bank nor Company, through this Agreement,   obligate itself to make any particular benefits available to its employees.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Business   Expenses. The Bank will reimburse Executive for   ordinary and necessary expenses which are   consistent with past practice at the Bank (including, without   limitation, travel, entertainment, and similar expenses) and which are incurred in performing   and promoting the Bank’s   business. Executive will present from time to time itemized accounts of these   expenses, subject to any limits of the Bank policy or the rules and   regulations of the Internal Revenue Service.
  
	
   
  	
  
 
  	
  
 
  
	
  
9.
  	
  
Termination of Employment.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Termination   by the Bank for Cause. If the Bank terminates   Executive’s employment for Cause (defined below) before this Agreement   terminates, the Bank 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 9(a).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Other   Termination by the Bank. If the Bank terminates   Executive’s employment without Cause before this Agreement terminates, or   Executive terminates his employment for Good Reason (defined below), the Bank   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 Bank. If termination occurs under this Section 9(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.
  




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(d)
  	
  
Termination   Related to a Change in Control.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(1)
  	
  
Termination   by Bank. If the Bank, 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 one year 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 9(d)(3) below.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Termination   by Executive. If Executive terminates Executive’s   employment, with or without Good Reason, within one year following a Change   in Control, the Bank will   provide Executive with the payment and   benefits described in Section 9(d)(3).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(3)
  	
  
Payments.   If Section 9(d)(1) or (2) is triggered in accordance with its terms, the Bank   will: (i) pay Executive in 12 monthly installments in an amount equal to the Executive’s annual salary (determined as of the   day before the date Executive’s employment was terminated) and (ii) maintain and provide for one year following   Executive’s termination, at no cost to Executive, the benefits described in   Section 8(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 Bank 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 9(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   9(d)(3) will be reduced by any compensation (in the form of cash or other   benefits) received by Executive from the Bank or its successor after the   Change in Control; and
  




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(3)
  	
  
Executive’s   right to receive the payments and benefits described in Section 9(d)(3) terminates (i)   immediately if before the Change in Control transaction closes, Executive   terminates his employment without Good Reason, or the Bank terminates   Executive’s employment for Cause, or (ii) one year after a Change of Control   occurs.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
Return of   Bank Property. If and when Executive ceases, for any   reason, to be employed by the Bank, Executive must return to the Bank all keys, pass cards, identification   cards and any other property of the Bank.   At the same time, Executive also must return to the Bank all originals and copies (whether in   memoranda, designs, devices, diskettes, tapes, manuals, and specifications)   which constitute proprietary information or material of the Bank. 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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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 Bank, as reasonably determined on the   advice of legal counsel by the Bank’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 other executive officers within the Company (or executive   officers of a successor or controlling entity of the Bank) formerly   benefitted;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(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 Bank, or
  




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(4)
  	
  
A relocation   or transfer of Executive’s principal place of employment outside Kootenai   County, Idaho.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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 and the Bank, within the meaning of Section   280G of the Internal Revenue Code.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.
  	
  
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 Bank or its business   operations, unless (1) the Bank 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 Bank or Company. Executive will also treat   the terms of this Agreement as confidential business information.


	
   
  	
  
 
  
	
  
11.
  	
  
Noncompetition. During the Term and the terms of any extensions or   renewals of this Agreement and for a period equal to one year   after Executive’s employment with the Bank and 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 Bank or Company may have a   presence which is competitive with the business of the Bank or 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 Bank or Company   or a subsidiary to terminate his/her employment with the Bank 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   Bank or Company.
  




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12.
  	
  
Enforcement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
The Bank and   Executive stipulate that, in light of all of the facts and circumstances of the   relationship between Executive and the Bank, the agreements referred to in   Sections 10 and 11 (including without limitation their scope, duration and geographic extent) are fair and reasonably necessary   for the protection of the Bank’s and Company’s 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   Bank request the court to reform these provisions to restrict Executive’s use   of confidential information and Executive’s ability to compete with the Bank   and Company to the maximum   extent, in time, scope of activities and geography, the court finds   enforceable.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Executive   acknowledges the Bank and 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 10 or 11 or threatens or attempts to do so. For   this reason, under these circumstances, the Bank, 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 Bank will not be required to post   a bond as a condition for the granting of this relief.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
13.
  	
  
Covenants.  Executive specifically   acknowledges the receipt of adequate consideration for the covenants   contained in Sections 10 or 11 and that the Bank 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 Bank’s enforcement of a remedy by way of injunction will not   prevent Executive from earning a livelihood.
  
	
   
  	
  
 
  
	
  
14.
  	
  
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.
  




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(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 10 or 11, the Bank will have the right to initiate the court   proceedings described in Section 12(b), in lieu of an arbitration proceeding   under this Section 14.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
15.
  	
  
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 Bank’s and   Executive’s heirs, legal representatives, successors and assigns.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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 and ratified by   the Company.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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.
  




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(h)
  	
  
Governing   Law and Venue. This Agreement will be governed by   and construed in accordance with Idaho 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 Kootenai County, Idaho.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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   15th day of December, 2006.
  





	
  
 
  	
  
 
  	
  
 
  	
  
MOUNTAIN   WEST BANK
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ Charles   R. Nipp
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Charles R.   Nipp, Chairman
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Attest: By:
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ Kim   Jacklin
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Kim Jacklin,   Secretary
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
EXECUTIVE
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ Jon W.   Hippler
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Jon W.   Hippler
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Ratified
  	
  
 
  	
  
 
  	
  
 
  
	
  
GLACIER   BANCORP, INC.
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ Michael   J. Blodnick
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  Michael J.   Blodnick
  	
   
  	
   
  	
   
  
	
   
  	
  President/CEO
  	
   
  	
   
  	
   
  



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