Attached files
| file | filename |
|---|---|
| EX-10.1 - GLACIER BANCORP, INC. | v207091_ex10-1.htm |
| EX-10.3 - GLACIER BANCORP, INC. | v207091_ex10-3.htm |
| EX-10.2 - GLACIER BANCORP, INC. | v207091_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 29, 2010
GLACIER
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
Montana
(State or
other jurisdiction of incorporation)
|
(Commission
File Number)
000-18911
|
(IRS
Employer Identification No.)
81-0519541
|
49
Commons Loop
Kalispell,
Montana 59901
(Address
of principal executive offices) (zip code)
Registrant's
telephone number, including area code: (406) 756-4200
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2 below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR
240.13e-4(c))
Item
5.02 (e) Compensatory Arrangement with Certain Officers
On
December 29, 2010, the Board of Directors of Glacier Bancorp, Inc. (the
“Company”) approved new employment agreements for Michael J. Blodnick, the
Company’s President and CEO, Ron J. Copher, the Company’s Senior Vice President
and Chief Financial Officer and Don J. Chery, the Company’s Executive Vice
President and Chief Administrative Officer. Mr. Blodnick is also a
director of the Company. The terms of the agreements are for one
year, commencing effective January 1, 2011, and replace substantially similar
agreements that expire on December 31, 2010. Mr.
Blodnick’s salary was retained at the 2010 level, which was also not
increased from 2009, and Messrs. Copher’s and Chery’s respective salaries were
increased by 2% to $205,602.
Michael J.
Blodnick. Mr. Blodnick’s agreement provides for an annual
salary of $334,183, with subsequent increases subject to the board of directors’
annual review of Mr. Blodnick’s compensation and
performance. Incentive compensation is to be determined by the board
of directors, and any bonus will be payable not later than January 31 of the
year following the year in which the bonus is earned. If Mr.
Blodnick’s employment is terminated by the Company without cause (as defined) or
by Mr. Blodnick for good reason (as defined) during the term of the agreement,
Mr. Blodnick will receive a payment having a present value equal to the
compensation and other benefits to which he would have been entitled for the
remainder of the term if his employment had not terminated. All such
payments must be completed no later than March 15 of the calendar year following
the calendar year in which employment was terminated. Mr. Blodnick is
prohibited from competing with the Company or its subsidiaries during the term
of the agreement and for a three-year period following his termination of
employment.
If Mr. Blodnick’s employment is
terminated by the Company or its successor without cause either following the
announcement of a change in control (as defined) that subsequently occurs, or
within three years following a change in control, the agreement provides that
Mr. Blodnick will be entitled to receive an amount equal to 2.99 times his then
current annual salary, payable in 36 monthly installments, plus continued
employment benefits for 2.99 years following the occurrence of the change in
control or termination as the case may be. This amount (2.99 times
annual salary plus continuation of benefits) would also be payable if Mr.
Blodnick terminates his employment for good reason within three years of a
change in control. The agreement provides that payments to be
received by Mr. Blodnick will be limited to less than the amount that would
cause them to be an “excess parachute payment” within the meaning of Section
280G(b)(2)(A) of the Internal Revenue Code. In addition, the payments
and benefits to be received by Mr. Blodnick will be reduced by any compensation
that he receives from the Company or its successor following the change in
control and/or after his termination of employment.
Ron J.
Copher. Except as set forth below, the agreement for Mr.
Copher is substantially the same as the agreement for Mr.
Blodnick. Mr. Copher’s agreement provides for an annual salary of
$205,602, with subsequent increases subject to the board of directors’ annual
review of Mr. Copher’s compensation and performance. Mr. Copher is
prohibited from competing with the Company or any of its subsidiaries during the
term of the agreement and for a two-year period following termination of
employment.
2
If Mr. Copher’s employment is
terminated by the Company or its successor without cause either following the
announcement of a change in control that subsequently occurs, or within three
years following a change in control, Mr. Copher will be entitled to receive an
amount equal to two times his then current annual salary, plus continued
employment benefits for two years following the occurrence of the change in
control or termination as the case may be. This amount (two times
annual salary plus continuation of benefits) would also be payable if Mr. Copher
terminates his employment for good reason within two years of a change in
control.
Don J.
Chery. Except as set forth below, the agreement for Mr. Chery
is substantially the same as the agreement for Mr. Copher. Mr.
Chery’s agreement provides for an annual salary of $205,602, with subsequent
increases subject to the board of directors’ annual review of Mr. Chery’s
compensation and performance. The provisions of Mr. Chery’s agreement
regarding incentive compensation, termination by the Company without cause or
termination by Mr. Chery for good reason, non-competition, and payments to which
Mr. Chery may be entitled in connection with a change in control, are the same
as described above with respect to the agreement for Mr. Copher.
Copies of
Messrs. Blodnick, Copher and Cherys’ respective agreements are attached as
Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein in their
entirety by reference.
Item
9.01 Financial Statements and Exhibits
|
|
(a)
|
Financial
Statements: None
|
|
|
(b)
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Pro
Forma Financial
Information: None
|
|
|
(c)
|
Shell
Company
Transactions. None
|
|
|
(d)
|
Exhibits.
|
|
|
10.1
|
Employment
Agreement between Glacier Bancorp, Inc. and Michael J. Blodnick, effective
January 1, 2011.
|
|
|
10.2
|
Employment
Agreement between Glacier Bancorp, Inc. and Ron J. Copher, effective
January 1, 2011.
|
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10.3
|
Employment
Agreement between Glacier Bancorp, Inc. and Don Chery, effective January
1, 2011.
|
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
Dated: January
4, 2011
|
GLACIER
BANCORP, INC.
|
|
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By:
|
/s/ Ron J. Copher | |
|
Ron
J. Copher
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||
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Senior
Vice President,
CFO
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