Unassociated Document
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 27, 2007
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act of (17 CFR 240.14d-2(b))
o
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 27, 2007, 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; Don J. Chery, the Company’s Executive Vice
President and Chief Administrative Officer; and Jon W. Hippler, the President
and CEO of the Company’s subsidiary Mountain West Bank. Messrs. Blodnick and
Hippler are also directors of the Company. The terms of the agreements are
for
one year, commencing effective January 1, 2008, and replace, with respect to
Messrs. Blodnick, Copher and Hippler, substantially similar agreements that
expired on December 31, 2007.
Michael
J. Blodnick.
Mr.
Blodnick’s agreement provides for an annual salary (currently $324,450), 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 within three
years following a change in control (as defined), 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 termination. This amount (2.99
times annual salary plus continuation of benefits) would also be payable if
Mr.
Blodnick terminates his employment within three years of a change in control.
If
Mr. Blodnick’s employment is terminated, other than for cause, by the Company in
certain circumstances following the announcement of a change in control that
subsequently occurs, Mr. Blodnick will be entitled to receive an amount equal
to
2.99 times his then current annual salary, payable in 36 monthly installments
commencing within 30 days after the 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 (currently $195,700), 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.
If
Mr.
Copher’s employment is terminated by the Company or its successor within two
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 termination. This amount (two times
annual salary plus continuation of benefits) would also be payable if Mr. Copher
terminates his employment within two years of a change in control. If Mr.
Copher’s employment is terminated by the Company, other than for cause, in
certain circumstances following the announcement of a change in control that
subsequently occurs, Mr. Copher will be entitled to receive an amount equal
to
two times his then current annual salary, payable in 24 monthly installments.
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
(currently $195,700), 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.
Jon
W.
Hippler.
Mr.
Hippler is employed as the President and CEO of Mountain West Bank, located
in
Coeur d’Alene, Idaho. In other regards, and except as set forth below, the
agreement for Mr. Hippler is substantially the same as the agreements for
Messrs. Blodnick, Copher and Chery. Mr. Hippler’s current salary is $256,256.
Incentive compensation is to be determined by Mountain West Bank’s board of
directors and ratified by the Company’s board of directors. Mr. Hippler is
prohibited from competing with the Company or any of its subsidiaries during
the
term of the agreement and for a one-year period following termination of
employment.
If
Mr.
Hippler’s employment is terminated by Mountain West Bank or its successor within
one year following a change in control, the agreement provides that Mr. Hippler
will be entitled to receive an amount equal to his then current annual salary,
payable in 12 monthly installments, plus continued employment benefits for
one
year following termination. This amount (one times annual salary plus
continuation of benefits) would also be payable if Mr. Hippler terminates his
employment within one year of a change in control. If Mr. Hippler’s employment
is terminated by Mountain West Bank, other than for cause, in certain
circumstances following announcement of a change in control that subsequently
occurs, Mr. Hippler will be entitled to receive an amount equal to his then
current annual salary, payable in 12 monthly installments.
Copies
of
Messrs. Blodnick, Copher, Chery and Hipplers’ respective agreements are attached
as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein
in their entirety by reference.
Item
9.01 Financial Statements and Exhibits
(a)
Financial
Statements: None
(b)
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, 2008
|
| 10.2 |
Employment
Agreement between Glacier Bancorp, Inc. and Ron J. Copher, effective
January 1, 2008.
|
| 10.3 |
Employment
Agreement between Glacier Bancorp, Inc. and Don Chery, effective
January
1, 2008.
|
| 10.4 |
Employment
Agreement between Mountain West Bank and Jon W. Hippler, effective
January
1, 2008
|
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
3, 2008
|
GLACIER
BANCORP, INC.
|
|
|
|
|
|
By: |
/s/
Michael J. Blodnick
|
| |
Michael
J. Blodnick
|
| |
President
and Chief Executive Officer
|