exv10w2






Exhibit 10.2




EMPLOYMENT AGREEMENT




     AGREEMENT effective January 1, 2009 between Glacier Bancorp, Inc., hereinafter called
“Company” and Ron J. Copher, hereinafter called “Executive”



RECITALS





	A.	 	Executive has served as Senior Vice President and Chief Financial Officer of the Company.
	 
	B.	 	The Company desires Executive to be retained by the Company under the terms and conditions of
this Agreement.
	 
	C.	 	Executive desires to be retained by 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
Senior Vice President and Chief Financial Officer of the Company.
	 
	2.	 	Term. The term of this Agreement (“Term”) is one year, beginning January 1, 2009.
	 
	3.	 	Duties. The Company will employ Executive as its Senior Vice President and Chief Financial
Officer. Executive will faithfully and diligently perform his assigned duties, which include
the following:






	 	(a)	 	Chief Financial Officer. The Executive shall have such duties and
responsibilities as assigned by the Company’s President and Chief Executive Officer,
which shall be customary for Chief Financial Officers of comparable publicly reporting
companies.
	 
	 	(b)	 	Report to Board. Executive will report directly to the Company’s
President and Chief Executive Officer. 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.	 	Salary. Executive will receive an annual salary of $201,571.00, 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.
	 
	6.	 	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, if any. 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. 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
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 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.
Reimbursement will be made as soon as practicable but no later than the last day of
the calendar year following the calendar year in which the expenses were incurred.
The amount of expenses eligible for reimbursement in one calendar year will not affect
the amount of expenses eligible for reimbursement in any other calendar year.






	9.	 	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, within 10 business days following his termination of
employment, 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 Company. If the Company terminates
Executive’s employment without Cause before this Agreement terminates, or Executive
terminates his employment for Good Reason (defined below) before this Agreement
terminates, the Company will pay Executive a payment having a present value equal to
the compensation and other benefits he would have been entitled to for the remainder
of the term if his employment had not terminated. All payments made pursuant to this
Section 9(b) shall be completed no later than March 15 of the calendar year following
the calendar year in which Executive’s employment terminates.
	 
	 	(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 9(c), the Company shall pay
Executive or his estate, within 10 business days following his termination of
employment, 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 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) (A) terminates Executive’s employment within 2 years
following a Change in Control (as defined below), or (B) 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 two years
following a Change in Control, the Company will provide Executive with the
payment and benefits described in Section 9(d)(3).
	 
	 	(3)	 	Payments. If Section 9(d)(1)(A) or Section 9(d)(2) is
triggered in accordance with its terms, the Company will: (i) subject to
Sections 9(e) and 9(j) below, beginning within 30 days after Executive’s
separation from service as defined by Treasury Regulation § 1.409A-1(h)
(“Separation from Service”), pay Executive in 24 substantially equal monthly
installments in an overall amount equal to two 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 years 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
Company will arrange to provide Executive with benefits substantially similar
to those benefits or reimburse Executive’s out-of-pocket expenses of
substantially similar type and value. Subject to Sections 9(e) and 9(j)
below, if Section 9(d)(1)(B) is triggered in accordance with its terms,
beginning within 30 days after a Change in Control, the Company will pay
Executive in 24 substantially equal monthly installments in an overall amount
equal to two times the Executive’s annual salary (determined on the day before
the date Executive’s employment was terminated).






	 	(e)	 	Limitations on Payments Related to Change in Control. The following apply
notwithstanding any other provision of this Agreement:




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	 	(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 Company or its successor after the Change in Control and/or
after Executive’s termination of employment; and
	 
	 	(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 Company terminates Executive’s employment for Cause, or (ii) two
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.
	 
	 	(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. Executive terminates employment for “Good Reason” if all four of
the following criteria are satisfied:




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	 	(1)	 	Any one or more of the following conditions (each a
“Condition”) arises without Executive’s consent:






(A) The material reduction of Executive’s salary, 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
benefitted;




(B) The material diminution in Executive’s authority or duties as of the
date of this Agreement;




(C) The material breach of this Agreement by the Company, or




(D) A material relocation or transfer of Executive’s principal place of
employment to a location outside Flathead County, Montana.




	 	(2)	 	Executive gives notice to the Company of the Condition within
90 days of the initial existence of the Condition.
	 
	 	(3)	 	The Company fails to reasonably remedy the Condition within 30
days following receipt of the notice described in paragraph (2) above.
	 
	 	(4)	 	Executive terminates employment within 180 days following the
initial existence of the Condition.






	 	(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 Treas Reg. § 1.409A-3(i)(5).
	 
	 	(j)	 	Section 409A Compliance. Notwithstanding anything in this Agreement
to the contrary, if any amounts that become due under this Agreement on account of the
termination of Executive’s employment constitute “nonqualified deferred compensation”
within the meaning of Code Section 409A, payment of such amounts shall not commence
until Executive incurs a Separation from Service (as defined in Section 9(d)(3)). If,
at the time of Executive’s Separation from Service under this Agreement, Executive is
a “specified employee” (under Internal Revenue Code Section 409A), any amount that
constitutes “nonqualified deferred compensation” within the meaning of Code Section
409A that becomes payable to Executive on account of Executive’s Separation from
Service (including any amounts payable pursuant to the preceding sentence) will not be
paid until after the end of the sixth calendar month beginning after Executive’s
Separation from Service (the “409A Suspension Period”). Within 14 calendar days after
the end of the 409A Suspension Period, Executive shall be paid a lump sum payment in
cash equal to any payments delayed because of the preceding sentence, together with
interest on them for the period of delay at a rate not less than the average prime
interest
rate published in the Wall Street Journal on any day chosen by the Company during
that period. Thereafter, Executive shall receive any remaining payments as if there
had not been an earlier delay.




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	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 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.
	 
	11.	 	Noncompetition. During the Term of this Agreement and for a period of two 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.






	12.	 	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 10 and 11 (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.




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	 	(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 10 or 11 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.






	13.	 	Covenants. Executive specifically acknowledges the receipt of adequate consideration for the
covenants contained in Sections 10 and 11 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.
	 
	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.
	 
	 	(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.




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	 	(c)	 	Exception to Arbitration. Notwithstanding the above, if Executive
violates Section 10 or 11, the Company 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 Company’s, its subsidiaries’ 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.
	 
	 	(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.




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Signed this 23th day of December, 2008.




	 	 	 	 	 
	 	GLACIER BANCORP, INC.

 	 
	 	By:  	/s/ Michael J. Blodnick
 	 
	 	 	Michael J. Blodnick 	 
	 	 	President/CEO 	 



	 	 	 	 	 
	Attest:

 	 	 
	By:  	/s/ LeeAnn Wardinsky
 	 	 
	 	LeeAnn Wardinsky 	 	 
	 	Secretary 	 	 



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	By:  	/s/ Ron J. Copher
 	 
	 	 	Ron J. Copher 	 




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