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Exhibit 10.16
LOCK-UP AGREEMENT
March ___, 2001
Xxxxxxxxx Securities, Inc.
Xxxxx 000
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that Xxxxxxxxx Securities, Inc. (the
"Representative") proposes to enter into an Underwriting Agreement with Glacier
Corporation (the "Company"), providing for the public offering of shares of
Common Stock of the Company (the "Securities") pursuant to a Registration
Statement on Form S-1 (the "Registration Statement") filed with the Securities
and Exchange Commission.
In consideration of the agreement by the Representative to offer and
sell the Securities pursuant to the public offering, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees that he, she or it will not, directly or
indirectly, for a period of [12 months] [180 days] following the date of the
Prospectus relating to the public offering of the Securities, sell, offer to
sell, contract to sell, grant any option for the sale of, grant any security
interest in, pledge, hypothecate, or otherwise sell or dispose of any of the
Common Stock, or any options or warrants to purchase any Common Stock, or any
securities exercisable, convertible into or exchangeable for Common Stock, or
any interest in such securities or rights, owned directly by the undersigned or
with respect to which the undersigned has the power of disposition, in any such
case whether now owned or hereafter acquired at any time prior to the Effective
Date of the Registration Statement, other than (i) as a bona fide gift or gifts,
provided that the undersigned provides prior written notice of such gift or
gifts to the Representative and the donee or donees thereof agree to be bound by
the restrictions set forth herein or (ii) with the prior written consent of
Xxxxxxxxx Securities, Inc. The undersigned also agrees and consents to the entry
of stop transfer instructions with the Company's transfer agent and registrar
against the transfer of any of the Common Stock held by the undersigned except
in compliance with the foregoing restrictions. Xxxxxxxxx Securities, Inc. may in
its sole discretion without notice, release all or any portion of the securities
subject to this Lock-Up Agreement or any similar agreement executed by any other
security holder, and if Xxxxxxxxx Securities, Inc. releases any securities of
any other security holder, securities of the undersigned shall not be entitled
to release from this Lock-Up Agreement.
In the event that the undersigned owns no Common Stock of the Company
at the date hereof or prior to the Effective Date, but is subsequently granted
the right to acquire Common Stock of the Company pursuant to options or
warrants, and if the undersigned exercises such options or warrants prior to the
expiration of the [12 month] [180 day] period commencing on the Effective Date,
he, she or it agrees that the Common Stock purchased on such exercise of
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Xxxxxxxxx Securities, Inc.
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options or warrants will be subject to the terms of this Lock-Up Agreement for
the remaining portion of such [12 month] [180 day] period which commenced on the
Effective Date. In addition, the undersigned agrees that he, she or it will not
sell, pledge, hypothecate or otherwise dispose of such Common Stock pursuant to
the exemption afforded by Rule 701 under the Securities Act of 1933, as amended,
during a [12 month] [180 day] period commencing on the Effective Date without
the prior written consent of the Representative.
The undersigned further agrees that he, she or it shall not enter into
any swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock owned by the
undersigned at the date hereof, or that the undersigned obtains ownership of
during the [12 month] [180 day] period commencing on the Effective Date
(regardless of whether any of the transactions are to be settled by the delivery
of Common Stock, other securities, cash or otherwise), for a period of [12
months] [180 days] from the Effective Date without the prior written consent of
Xxxxxxxxx Securities, Inc.
The undersigned further agrees that he, she or it shall not enter sell,
transfer, hypothecate or convey any capital stock or derivative securities of
the Company through a "Regulation S" transaction for a minimum period of five
years from the Effective Date without the prior written consent of Xxxxxxxxx
Securities, Inc.
The undersigned further agrees that all of the rights, authority and
preemptive provisions granted to the Representative pursuant to this Lock-Up
Agreement may be transferred by the Representative to any other NASD member firm
that participates in the proposed public offering of the Company's securities.
The undersigned understands that the Company and the Representative
will undertake the public offering in reliance upon this Lock-Up Agreement.
Very truly yours,
By:
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Print Name:
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