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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, 2009
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Montana
(State or other jurisdiction of incorporation)
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(Commission File Number)
000-18911
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(IRS Employer Identification No.)
81-0519541 |
49 Commons Loop
Kalispell, Montana 59901
(Address of principal executive offices) (zip code)
Registrants 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 29, 2009, the Board of Directors of Glacier Bancorp, Inc. (the Company) approved
new employment agreements for Michael J. Blodnick, the Companys President and CEO, Ron J. Copher,
the Companys Senior Vice President and Chief Financial Officer and Don J. Chery, the Companys
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, 2010, and
replace substantially similar agreements that expire on December 31, 2009. Salaries for each of
Messrs. Blodnick, Copher and Chery have been retained at the 2009 level.
Michael J. Blodnick. Mr. Blodnicks agreement provides for an annual salary of
$334,183, with subsequent increases subject to the board of directors annual review of Mr.
Blodnicks 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. Blodnicks 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. Blodnicks 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. Blodnicks
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. Cophers agreement provides for an
annual salary of $201,571, with subsequent increases subject to the board of directors annual
review of Mr. Cophers 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.
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If Mr. Cophers employment is terminated by the Company or its successor 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
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.
Cophers 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. Cherys agreement provides for an annual salary of
$201,571, with subsequent increases subject to the board of directors annual review of Mr. Cherys
compensation and performance. The provisions of Mr. Cherys 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
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(a) |
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Financial Statements: None |
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(b) |
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Pro Forma Financial Information: None |
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(c) |
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Shell Company Transactions. None |
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(d) |
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Exhibits. |
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10.1 |
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Employment Agreement between Glacier Bancorp, Inc. and Michael
J. Blodnick, effective January 1, 2010. |
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10.2 |
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Employment Agreement between Glacier Bancorp, Inc. and Ron J.
Copher, effective January 1, 2010. |
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10.3 |
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Employment Agreement between Glacier Bancorp, Inc. and Don
Chery, effective January 1, 2010. |
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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.
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Dated: December 30, 2009 |
GLACIER BANCORP, INC.
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By: |
/s/ Michael J. Blodnick
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Michael J. Blodnick |
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President and Chief Executive Officer |
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