exv10w4






Exhibit 10.4




EMPLOYMENT AGREEMENT




     AGREEMENT effective January 1, 2009 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, 2009.
	 
	3.	 	Duties. The Bank will employ Executive as its President and Chief Executive Officer.
Executive will faithfully and diligently perform his assigned duties, which include the
following:






	 	(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 $263,944.00 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, if any. 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.




2









 












	 	(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. 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 Bank for Cause. If the Bank terminates Executive’s
employment for Cause (defined below) before this Agreement terminates, the Bank 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 Bank. If the Bank 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 Bank
will pay Executive a payment having a present value equal to the compensation and
other benefits he would have been entitled to 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.




3









 












	 	(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), 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.
	 
	 	(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) (A) terminates Executive’s employment within one year 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 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)(A) or Section 9(d)(2) is
triggered in accordance with its terms, the Bank 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 12 substantially equal monthly installments in an
overall 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 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 12
substantially equal monthly installments in an overall amount equal to the
Executive’s annual salary (determined on the day before the date Executive’s
employment was terminated).




4









 












	 	(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/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 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.




5









 












	 	(h)	 	Good Reason. Executive terminates employment for “Good Reason” if all four of
the following criteria are satisfied:






	 	(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 other executive officers within the
Company (or executive officers of a successor or controlling entity of the
Bank) 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 Bank, or




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




	 	(2)	 	Executive gives notice to the Bank of the Condition within 90
days of the initial existence of the Condition.
	 
	 	(3)	 	The Bank 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 and the Bank, 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.




6









 












	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.




7









 












	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.




8









 












	 	(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.




9









 












	 	(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 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 19th day of December, 2008.



	 	 	 	 	 
	 	MOUNTAIN WEST BANK

 	 
	 	By:  	/s/ Charles R. Nipp
 	 
	 	 	Charles R. Nipp, Chairman 	 



	 	 	 	 	 
	Attest: By:
 	 	 
	 	 	 	 
	By:  	/s/ Carol Dorris
 	 	 
	 	Carol Dorris, Secretary 	 	 



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	By:  	/s/ Jon W. Hippler
 	 
	 	 	Jon W. Hippler 	 



	 	 	 	 	 
	Ratified

GLACIER BANCORP, INC.

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




10