EXHIBIT 99.3
GLACIER BANCORP, INC.
2005 STOCK INCENTIVE PLAN
---------------------------------
RESTRICTED SHARES AWARD AGREEMENT
---------------------------------
AWARD NO. _____
DATE _____
You are hereby awarded Restricted Shares subject to the terms and
conditions set forth in this Restricted Shares Award Agreement ("Award
Agreement"), and in the Glacier Bancorp, Inc. 2005 Stock Incentive Plan (the
"Plan"), which is attached hereto as Exhibit A. A summary of the Plan appears in
its Prospectus, which is attached as Exhibit B. You should carefully review
these documents, and consult with your personal financial advisor, in order to
fully understand the implications of this Award, including your tax alternatives
and their consequences.
By executing this Award Agreement, you agree to be bound by all of
the Plan's terms and conditions as if they had been set out verbatim in this
Award Agreement. In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award Agreement
will be made by the Board of Directors (the "Board") of Glacier Bancorp, Inc.
(the "Company") or the Committee pursuant to Section 4(c) of the Plan, and that
such determinations, interpretations or other actions are (in the absence of
manifest bad faith or fraud) final, conclusive and binding upon all parties,
including you, your heirs, and representatives. Capitalized terms are defined in
the Plan or in this Award Agreement.
1. SPECIFIC TERMS. Your Restricted Shares have the following terms:
Name of Participant
Number of Shares
Subject to Award
Agreement
Purchase Price per
Share (if applicable) Not applicable.
Award Date
Vesting Your Restricted Shares under this Award Agreement shall vest at the rate
of _____ on _____ __, 20__ , _____ on ______ ___, 20___and the
remaining _____ on _____ __, 20__; subject in each case to acceleration
as provided in the Plan, to the shareholder approval condition set forth in
Section 7 below, and to your Continuous Service with the Company not
ending before the vesting date
Lifetime Transfer Allowed.
Restricted Shares Award Agreement
Glacier Bancorp, Inc.
2005 Stock Incentive Plan
Page 2
2. DIVIDENDS. Any cash dividends on your Restricted Shares will be held by the
Company (unsegregated as part of its general assets) until the period of
forfeiture lapses (and forfeited if the underlying Shares are forfeited), and
paid over to you as soon as practicable after such period lapses (if not
forfeited).
3. INVESTMENT PURPOSES. You acknowledge that you are acquiring your Restricted
Shares for investment purposes only and without any present intention of selling
or distributing them.
4. ISSUANCE OF RESTRICTED SHARES. Until all vesting restrictions lapse, any
certificates that you receive for Restricted Shares will include a legend
stating that they are subject to the restrictions set forth in the Plan and this
Award Agreement.
5. LAPSE OF VESTING RESTRICTIONS. As vesting restrictions lapse, the Company
shall cause certificates for Shares to be issued and delivered to you, with such
legends and restrictions that the Committee determines to be appropriate.
Certificates shall not be delivered to you unless you have made arrangements
satisfactory to the Committee to satisfy tax-withholding obligations.
6. LONG-TERM CONSIDERATION FOR AWARD. The Participant recognizes and agrees that
the Company's key consideration in granting this Option is securing the
long-term commitment of the Participant to serve as a trusted executive officer
who will advance and promote the Company's business interests and objectives.
Accordingly, the Participant agrees to the following as material and indivisible
consideration for this Award:
(a) Fiduciary Duty. During his or her employment with the Company the
Participant shall devote his or her full energies, abilities, attention and
business time to the performance of his or her job responsibilities and shall
not engage in any activity which conflicts or interferes with, or in any way
compromises, his or her performance of such responsibilities.
(b) Confidential Information. The Participant recognizes that by virtue of
his or her employment with the Company, he or she will be granted otherwise
prohibited access to confidential information and proprietary data which are not
known to the Company's competitors. This information (the "Confidential
Information") includes, but is not limited to, current and prospective
customers; the identity of key contacts at such customers; customers'
particularized preferences and needs; marketing strategies and plans; financial
data; personnel data; compensation data; proprietary procedures and processes;
and other unique and specialized practices, programs and plans of the Company
and its customers and prospective customers. The Participant recognizes that
this Confidential Information constitutes a valuable property of the Company,
developed over a significant period of time and at substantial expense.
Accordingly, the Participant agrees that he or she shall not, at any time during
or after his or her employment with the Company, divulge such Confidential
Information or make use of it for his or her own purposes or the purposes of any
person or entity other than the Company.
(c) Non-Solicitation of Customers. The Participant recognizes that by
virtue of his or her employment with the Company he or she will be introduced to
and involved in the solicitation and servicing of existing customers of the
Company and new customers obtained by the Company during his or her employment.
The Participant understands and agrees that all efforts expended in
Restricted Shares Award Agreement
Glacier Bancorp, Inc.
2005 Stock Incentive Plan
Page 3
soliciting and servicing such customers shall be for the permanent benefit of
the Company. The Participant further agrees that during his or her employment
with the Company the Participant will not engage in any conduct which could in
any way jeopardize or disturb any of the Company's customer relationships. The
Participant also recognizes the Company's legitimate interest in protecting, for
a reasonable period of time after his or her employment with the Company, the
Company's customers. Accordingly, the Participant agrees that, for a period
beginning on the date hereof and ending one (1) year after termination of
Participant's employment with the Company, regardless of the reason for such
termination, the Participant shall not, directly or indirectly, without the
prior written consent of the Chairman of the Company, market, offer, sell or
otherwise furnish any products or services similar to, or otherwise competitive
with, those offered by the Company to any customer of the Company.
(d) Non-Solicitation of Employees. The Participant recognizes the
substantial expenditure of time and effort which the Company devotes to the
recruitment, hiring, orientation, training and retention of its employees.
Accordingly, the Participant agrees that, for a period beginning on the date
hereof and ending two (2) years after termination of Participant's employment
with the Company, regardless of the reason for such termination, the Participant
shall not, directly or indirectly, for himself or herself or on behalf of any
other person or entity, solicit, offer employment to, hire or otherwise retain
the services of any employee of the Company.
(e) Survival of Commitments; Potential Recapture of Award and Proceeds.
The Participant acknowledges and agrees that the terms and conditions of this
Section 6 regarding confidentiality and non-solicitation shall survive both (i)
the termination of Participant's employment with the Company for any reason, and
(ii) the termination of the Plan, for any reason. The Participant acknowledges
and agrees that the grant of Restricted Shares in this Award Agreement is just
and adequate consideration for the survival of the restrictions set forth
herein, and that the Company may pursue any or all of the following remedies if
the Participant either violates the terms of this Section or succeeds for any
reason in invalidating any part of it (it being understood that the invalidity
of any term hereof would result in a failure of consideration for the Award):
(i) declaration that the Award is null and void and of no further
force or effect;
(ii) recapture of any cash paid or Shares issued to the
Participant, or any designee or beneficiary of the
Participant, pursuant to the Award;
(iii) recapture of the proceeds, plus reasonable interest, with
respect to any Shares that are both issued pursuant to this
Award and sold or otherwise disposed of by the Participant, or
any designee or beneficiary of the Participant.
The remedies provided above are not intended to be exclusive, and the Company
may seek such other remedies as are provided by law, including equitable relief.
(f) Acknowledgement. The Participant acknowledges and agrees that his or
her adherence to the foregoing requirements will not prevent him or her from
engaging in his or her
Restricted Shares Award Agreement
Glacier Bancorp, Inc.
2005 Stock Incentive Plan
Page 4
chosen occupation and earning a satisfactory livelihood following the
termination of his or her employment with the Company.
7. SECTION 83(b) ELECTION NOTICE. If you make an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended, with respect to the Shares
underlying your Restricted Shares (a "Section 83(b) election"), you agree to
provide a copy of such election to the Company within 10 days after filing that
election with the Internal Revenue Service. Exhibit C contains a suggested form
of Section 83(b) election.
8. SHAREHOLDER APPROVAL CONDITION. Notwithstanding anything to the contrary
contained herein or in the Plan and pursuant to Section 20 of the Plan, this
Award Agreement is expressly conditioned on the Plan being approved by the
shareholders of the Company. Accordingly, no Shares shall be delivered hereunder
until such approval has been obtained, and this Award Agreement shall become
null, void, and of no force or effect if such approval is not received within
the period set forth in Section 20 of the Plan.
9. TRANSFER. This Award Agreement may not be sold, pledged, or otherwise
transferred without the prior written consent of the Committee.
10. DESIGNATION OF BENEFICIARY. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award
Agreement, you may expressly designate a beneficiary (the "Beneficiary") to your
interest, if any, in the Restricted Shares awarded hereby. You shall designate
the Beneficiary by completing and executing a designation of beneficiary
agreement substantially in the form attached hereto as Exhibit D (the
"Designation of Beneficiary") and delivering an executed copy of the Designation
of Beneficiary to the Company.
11. NOTICES. Any notice or communication required or permitted by any provision
of this Award Agreement to be given to you shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the other party hereto,
specify a new address for delivery of notices relating to this Award Agreement.
Any such notice shall be deemed to be given as of the date such notice is
personally delivered or properly mailed.
12. BINDING EFFECT. Except as otherwise provided in this Award Agreement or in
the Plan, every covenant, term, and provision of this Award Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees, and assigns.
13. MODIFICATIONS. This Award Agreement may be modified or amended at any time
by the Committee, provided that your consent must be obtained for any
modification that adversely alters or impairs any rights or obligations under
this Award Agreement, unless there is an express Plan provision permitting the
Committee to act unilaterally to make the modification.
14. HEADINGS. Headings shall be ignored in interpreting this Award Agreement.
Restricted Shares Award Agreement
Glacier Bancorp, Inc.
2005 Stock Incentive Plan
Page 5
15. SEVERABILITY. Every provision of this Award Agreement and the Plan is
intended to be severable, and any illegal or invalid term shall not affect the
validity or legality of the remaining terms.
16. GOVERNING LAW. This Award Agreement shall be interpreted, administered and
otherwise subject to the laws of the State of Montana (disregarding any
choice-of-law provisions).
17. COUNTERPARTS. This Award Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute the same
instrument.
18. RESTRICTIONS ON TRANSFER. This Award Agreement may not be sold, pledged, or
otherwise transferred without the prior written consent of the Committee.
Notwithstanding the foregoing, the Participant may transfer this Award (i) by
instrument to an inter vivos or testamentary trust (or other entity) in which
each beneficiary is a permissible gift recipient, as such is set forth in
subsection (ii) of this Section 16, or (ii) by gift to charitable institutions
or by gift or transfer for consideration to any of the following relatives of
the Participant (or to an inter vivos trust, testamentary trust or other entity
primarily for the benefit of the following relatives of the Participant): any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, domestic partner, xxxxxxx, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships. Any transferee of the Participant's rights shall succeed
and be subject to all of the terms of this Award Agreement and the Plan.
BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Restricted Shares are awarded
under and governed by the terms and conditions of this Award Agreement and the
Plan.
GLACIER BANCORP, INC.
By: ____________________________________
Name:
Title:
PARTICIPANT
The undersigned Participant hereby accepts the
terms of this Award Agreement and the Plan.
By: ____________________________________
Name of Participant: ______________________
GLACIER BANCORP, INC.
2005 STOCK INCENTIVE PLAN
EXHIBIT A
PLAN DOCUMENT
GLACIER BANCORP, INC.
2005 STOCK INCENTIVE PLAN
EXHIBIT B
PLAN PROSPECTUS
GLACIER BANCORP, INC.
2005 STOCK INCENTIVE PLAN
EXHIBIT C
SECTION 83(b) ELECTION FORM
Attached is an Internal Revenue Code Section 83(b) Election Form. IF YOU WISH TO
MAKE A SECTION 83(b) ELECTION, YOU MUST DO SO WITHIN 30 DAYS AFTER THE DATE THE
RESTRICTED SHARES COVERED BY THE ELECTION WERE TRANSFERRED TO you. In order to
make the election, you must completely fill out the attached form and file one
copy with the Internal Revenue Service office where you file your tax return. In
addition, one copy of the statement also must be submitted with your income tax
return for the taxable year in which you make this election. Finally, you also
must submit a copy of the election form to the Company within 10 days after
filing that election with the Internal Revenue Service. A Section 83(b) election
normally cannot be revoked.
GLACIER BANCORP, INC.
2005 STOCK INCENTIVE PLAN
----------------------------------------------------------------
ELECTION TO INCLUDE VALUE OF RESTRICTED SHARES IN GROSS INCOME
IN YEAR OF TRANSFER UNDER INTERNAL REVENUE CODE SECTION 83(b)
----------------------------------------------------------------
Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect
within 30 days after receiving the property described herein to be taxed
immediately on its value specified in item 5 below.
1. My General Information:
Name: __________________________________
Address: ________________________________
________________________________
S.S.N.
or T.I.N.: __________________________
2. Description of the property with respect to which I am making this
election:
____________________ shares of ___________ stock of Glacier Bancorp,
Inc. (the "Restricted Shares").
3. The Restricted Shares were transferred to me on ______________ ___, 20__.
This election relates to the 20____ calendar taxable year.
4. The Restricted Shares are subject to the following restrictions:
The Restricted Shares are forfeitable until they is are earned in
accordance with Section 8 of the Glacier Bancorp, Inc. 2005 Stock
Incentive Plan ("Plan") Restricted Shares Award Agreement ("Award
Agreement") or other Award Agreement or Plan provisions. The
Restricted Shares generally are not transferable until my interest
becomes vested and nonforfeitable, pursuant to the Award Agreement
and the Plan.
5. Fair market value:
The fair market value at the time of transfer (determined without
regard to any restrictions other than restrictions which by their
terms never will lapse) of the Restricted Shares with respect to
which I am making this election is $_____ per share.
6. Amount paid for Restricted Shares:
The amount I paid for the Restricted Shares is $____ per share.
7. Furnishing statement to employer:
A copy of this statement has been furnished to my employer,
______________. If the transferor of the Restricted Shares is not my
employer, that entity also has been furnished with a copy of this
statement.
8. Award Agreement or Plan not affected:
Nothing contained herein shall be held to change any of the terms or
conditions of the Award Agreement or the Plan.
Dated: ____________ __, 200_.
_____________________________
Taxpayer
GLACIER BANCORP, INC.
2005 STOCK INCENTIVE PLAN
EXHIBIT D
DESIGNATION OF BENEFICIARY
In connection with the RESTRICTED SHARE AWARD AGREEMENT (the "Award
Agreement") entered into on _______________, 200_ between Glacier Bancorp, Inc.
(the "Company") and _______________, an individual residing at _______________
(the "Recipient"), the Recipient hereby designates the person specified below as
the beneficiary of the Recipient's interest in Restricted Shares (as defined in
the 2004 Employee Incentive Plan of the Company awarded pursuant to the Award
Agreement. This designation shall remain in effect until revoked in writing by
the Recipient.
Name of Beneficiary: ___________________________
Address: ___________________________
___________________________
___________________________
Social Security No.: ___________________________
The Recipient understands that this designation operates to entitle
the above-named beneficiary to the rights conferred by the Award Agreement from
the date this form is delivered to the Company until such date as this
designation is revoked in writing by the Recipient, including by delivery to the
Company of a written designation of beneficiary executed by the Recipient on a
later date.
Date: _________________________
By: _________________________
[Recipient Name]
Sworn to before me this
____ day of ____________, 200_
___________________________
Notary Public
County of _________________
State of __________________
