GLACIER BANCORP, INC. (NASDAQ:GBCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

GLACIER BANCORP, INC. (NASDAQ:GBCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers

Effective March 5, 2018, Glacier Bancorp, Inc. (the “Company”) and its wholly owned subsidiary Glacier Bank (the “Bank,” and together with the Company, “Glacier”) entered into new employment agreements with Randall M. Chesler, President and Chief Executive Officer; Ron J. Copher, Executive Vice President and Chief Financial Officer; and Don J. Chery, Executive Vice President and Chief Administrative Officer.

The employment agreements of Messrs. Chesler, Copher and Chery (each, an “Executive”) are substantially the same. The material terms of the employment agreements are briefly described below.

The term of each Executive’s employment agreement is two years. Mr. Chesler's employment agreement provides for an annual salary of $721,350, Mr. Copher’s employment agreement provides for an annual salary of $407,357, and Mr. Chery's employment agreement provides for an annual salary of $337,135. Each Executive will continue to be eligible to participate in the Company's short-term and long-term incentive plans and Glacier’s employee benefits plans.

If the respective Executive’s employment is terminated for Cause or without Good Reason (as defined), or due to his death or continuing disability, the Company will pay the respective Executive the salary earned through the date of his termination. If the respective Executive’s employment is terminated by Glacier without Cause or by the respective Executive for Good Reason, he will be paid an amount equal to the greater of (a) the amount of base salary remaining to be paid during the term of his employment agreement, or (b) the amount he would be entitled to receive under the Bank's severance plan, over a period of three years (in the case of Mr. Chesler) or two years (in the case of Mr. Copher or Mr. Chery).

If Mr. Chesler’s employment is terminated by Glacier (or its successor) without Cause either following the announcement of a Change in Control (as defined), which later occurs, or within two years following a Change in Control, Mr. Chesler will be entitled to receive an amount equal to 2.99 times the compensation he received in the most recent calendar year, payable in 36 monthly installments. In the case of Mr. Copher or Mr. Chery, the respective Executive will be entitled to receive an amount equal to two times his previous year's compensation, payable in 24 monthly installments. The amounts described above will be reduced by any payment the respective Executive receives for being terminated without Cause or leaving for Good Reason. The amounts described above also would be payable if the respective Executive terminates his employment for Good Reason within two years following a Change in Control. The payments are subject to reduction so that they will not be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code.

The agreements include non-competition and non-solicitation restrictions that continue for three years following termination of employment for Mr. Chesler and two years for the other two Executives.


About GLACIER BANCORP, INC. (NASDAQ:GBCI)

Glacier Bancorp, Inc. is a bank holding company. The Company provides commercial banking services. It provides banking services from approximately 140 locations in Montana, Idaho, Wyoming, Colorado, Utah and Washington through its bank subsidiary, Glacier Bank (the Bank). The Company offers a range of banking products and services, including transaction and savings deposits, real estate, commercial, agriculture, and consumer loans and mortgage origination services. The Company serves individuals, small to medium-sized businesses, community organizations and public entities. The Company’s non-bank subsidiaries include GBCI Other Real Estate Owned (GORE) and over seven trust subsidiaries. The Company provides brokerage services, which include selling products, such as stocks, bonds, mutual funds, limited partnerships, annuities and other insurance products through Raymond James Financial Services.

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