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EXHIBIT 10.2
SHAREHOLDER AGREEMENT
(Mountain West Bank)
This Shareholder Agreement ("Shareholder Agreement"), dated as of
September 9, 1999, is between MOUNTAIN WEST BANK ("Mountain West"), and the
undersigned, who are Shareholders and Directors and/or Officers (the
"Shareholders") of Mountain West.
RECITALS
A. Mountain West and Glacier Bancorp, Inc. ("Glacier") have entered into an
Agreement and Plan of Merger (the "Agreement"), dated as of September 9,
1999, under which all the outstanding shares of Mountain West common
stock will be exchanged for common stock shares of Glacier and Mountain
West will merge with New Mountain West Bank (the "Merger").
B. The Shareholders beneficially own with power to vote or direct the
voting of the shares of Mountain West Common stock identified on Annex 1
to this Shareholder Agreement (such shares, together will all shares of
Mountain West common stock subsequently acquired during the term of this
Shareholder Agreement, being referred to as the "Shares").
C. The obligation of Mountain West and Glacier to consummate the
transactions contemplated by the Agreement are conditioned on their
receipt of voting agreements from all Shareholders of Mountain West.
AGREEMENT
In consideration of Glacier's and Mountain West's performance under the
Agreement, the Shareholders agree as follows:
1. Agreement to Vote Shares. The Shareholders shall vote or cause to be
voted, or execute a written consent with respect to, the Shares in favor of
adoption and approval of the Agreement and the Merger and all transactions
relating thereto at every meeting of the shareholders of Mountain West at which
such matters are considered and at every adjournment thereof and in connection
with every proposal to take action by written consent with respect to the
Merger.
2. No Voting Trusts. The Shareholders agree that the Shareholders will
not, nor will the Shareholders permit any entity under the Shareholders' control
to, deposit any Shares in a voting trust or subject the Shares to any agreement,
arrangement or understanding with respect to the voting of the Shares
inconsistent with this Shareholder Agreement.
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3. Limitation on Sales. During the term of this Shareholder Agreement,
the Shareholders agree not to sell, assign, transfer, pledge, encumber or
otherwise dispose of any of the Shares.
4. Representations and Warranties of Shareholder. The Shareholders
represent and warrant as follows:
a. Capacity. The Shareholders have all requisite capacity and
authority to enter into and perform his or her obligations under this
Shareholder Agreement.
b. Binding Agreement. This Shareholder Agreement constitutes the
valid and legally binding obligation of the Shareholders, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
c. Non-Contravention. The execution and delivery of this
Shareholder Agreement by the Shareholders do not, and the performance by
the Shareholders of his or her obligations hereunder and the
consummation by the Shareholders of the transactions contemplated hereby
will not violate, or conflict with, or constitute a default under, any
agreement, instrument, contract or other obligation or any order,
arbitration award, judgment or decree to which the Shareholders are a
party or by which the Shareholders are bound, or any statute, rule or
regulation to which the Shareholders are subject.
d. Ownership of Shares. Annex 1 to this Shareholder Agreement
correctly sets forth, as of the date of this Shareholder Agreement, the
number of shares of Mountain West Common Stock owned beneficially and of
record by the Shareholders. The Shareholders have good title to all of
the Shares indicated as owned by the Shareholders in the capacity set
forth on Annex 1, and such Shares are so owned free and clear of any
liens, security interests, charges or other encumbrances.
5. Term of Agreement; Termination. The term of this Shareholder
Agreement shall commence on the date hereof and such term and this Shareholder
Agreement shall terminate upon the earlier to occur of (i) the Effective Time or
(ii) the date on which the Agreement is terminated in accordance with its terms.
Upon such termination, no party shall have any further obligations or
liabilities hereunder; provided, however, such termination shall not relieve any
party from liability for any breach of this Shareholder Agreement prior to such
termination.
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6. Miscellaneous.
a. Severability. If any provision of this Shareholder Agreement
or the application of such provision to any person or circumstances
shall be held invalid or unenforceable by a court of competent
jurisdiction, such provision or application shall be unenforceable only
to the extent of such invalidity or unenforceability, and the remainder
of the provision held invalid or unenforceable and the application of
such provision to persons or circumstances, other than the party as to
which it is held invalid, and the remainder of this Shareholder
Agreement, shall not be affected.
b. Capacity. The covenants contained herein shall apply to the
Shareholders solely in his or her capacity as a shareholder of Mountain
West, and no covenant contained herein shall apply to the Shareholders
in his or her capacity as a director of such company.
c. 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 together shall constitute one and the same instrument.
d. Governing Law. This Shareholder Agreement shall be deemed a
contract made under, and for all purposes shall be construed in
accordance with, the laws of the State of Idaho.
e. Remedies. Any breach of this Shareholder Agreement entitles
Mountain West and Glacier to injunctive relief and/or specific
performance, as well as any other legal or equitable remedies they may
be entitled to.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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SIGNED as of September 9, 1999:
SHAREHOLDER:
/s/ Xxx Xxxxxx /s/ Xxxxxxx Xxxxxxx
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/s/ Xxxxxxx Xxxx /s/ Xxxxx Xxxxx
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/s/ Xxx X. Xxxxxxx /s/ Xxx Xxxxxxx
-------------------------- ------------------------------------
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxx
-------------------------- ------------------------------------
/s/ Xxxxx Xxxxxx /s/ Xxxx X. Xxxx
-------------------------- ------------------------------------
/s/ Xxxxx Xxxxxxx /s/ Xxxxxx X. Xxxx
-------------------------- ------------------------------------
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
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/s/ Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxx
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/s/ Xxxxxxx Xxxxxxxxxx /s/ Xxxxxxx XxXxxxxx
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MOUNTAIN WEST BANK
By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
President and Chief
Executive Officer
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ANNEX 1
XXX XXXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 31,605
XXXXX XXXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 17,358
XXXXXXX XXXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 11,349
XXXXXXX XXXXXXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 13,549
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XXXXX XXXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 4,396
XXXXXXX XXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 22,349
XXXXXXX XXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 14,829
XXXXXXX XXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 16,849
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XXXXX X. XXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 15,162
XXXXXX XXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 15,788
XXXX XXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 17,305
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XXXXX XXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 13,057
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XXXXX XXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 7,160
XXX XXXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 1,200
XXXXXXXXX XXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned, as
of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 1,377
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XXXXXX XXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned, as
of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 610
XXXXXXX XXXXXXXX:
Number of Shares of Mountain West
Common Stock Beneficially Owned,
as of September 9, 1999 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 0
Holds options not exercisable until 6/16/2000
