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EXHIBIT 10.3
SHAREHOLDER AGREEMENT
(WesterFed Financial Corporation)
This Shareholder Agreement ("Shareholder Agreement"), dated as of
September 20, 2000, is between WESTERFED FINANCIAL CORPORATION ("WesterFed"),
and the undersigned, who are Shareholders and Directors and/or Executive
Officers (the "Shareholders") of WesterFed.
RECITALS
A. WesterFed and Glacier Bancorp, Inc. ("Glacier") have entered into a Plan
and Agreement of Merger (the "Plan"), dated as of September 20, 2000,
under which all the outstanding shares of WesterFed common stock will be
exchanged for common stock shares of Glacier and/or cash, and WesterFed
will merge with and into Glacier (the "Merger").
B. The Shareholders beneficially own with power to vote or direct the voting
of the shares of WesterFed Common stock identified on Annex 1 to this
Shareholder Agreement (such shares, together will all shares of WesterFed
common stock subsequently acquired during the term of this Shareholder
Agreement, being referred to as the "Shares").
C. The obligation of WesterFed and Glacier to consummate the transactions
contemplated by the Plan are conditioned on their receipt of voting
agreements from all Shareholders of WesterFed.
AGREEMENT
In consideration of Glacier's and WesterFed's performance under the Plan,
the Shareholders agree as follows:
1. Agreement to Vote Shares. The Shareholders shall vote or cause to be
voted, or execute a written consent with respect to, the Shares in favor of
adoption and approval of the Plan and the Merger and all transactions relating
thereto at every meeting of the shareholders of WesterFed at which such matters
are considered and at every adjournment thereof and in connection with every
proposal to take action by written consent with respect to the Merger.
2. No Voting Trusts. The Shareholders agree that the Shareholders will
not, nor will the Shareholders permit any entity under the Shareholders' control
to, deposit any Shares in a voting trust or subject the Shares to any agreement,
arrangement or understanding with respect to the voting of the Shares
inconsistent with this Shareholder Agreement.
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3. Limitation on Sales. During the term of this Shareholder Agreement,
the Shareholders agree not to sell, assign, transfer or otherwise dispose of any
of the Shares.
4. Representations and Warranties of Shareholder. Each Shareholder
represents and warrants as follows:
a. Capacity. The Shareholder has all requisite capacity and
authority to enter into and perform his or her obligations under this
Shareholder Agreement.
b. Binding Agreement. This Shareholder Agreement constitutes the
valid and legally binding obligation of the Shareholder, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
c. Non-Contravention. The execution and delivery of this
Shareholder Agreement by the Shareholder does not, and the performance by
the Shareholder of his or her obligations hereunder and the consummation
by the Shareholder of the transactions contemplated hereby will not
violate, or conflict with, or constitute a default under, any agreement,
instrument, contract or other obligation or any order, arbitration award,
judgment or decree to which the Shareholder is a party or by which the
Shareholder is bound, or any statute, rule or regulation to which the
Shareholder is subject.
d. Ownership of Shares. Annex 1 to this Shareholder Agreement
correctly sets forth, as of the date of this Shareholder Agreement, the
number of shares of WesterFed Common Stock owned beneficially and of
record by the Shareholder. The Shareholder has good title to all of the
Shares indicated as owned by the Shareholder in the capacity set forth on
Annex 1, and such Shares are so owned free and clear of any liens,
security interests, charges or other encumbrances.
5. Term of Agreement; Termination. The term of this Shareholder Agreement
shall commence on the date hereof, and such term and this Shareholder Agreement
shall terminate upon the earlier to occur of (i) the Effective Date (as defined
in the Plan) or (ii) the date on which the Plan is terminated in accordance with
its terms. Upon such termination, no party shall have any further obligations or
liabilities hereunder; provided, however, such termination shall not relieve any
party from liability for any breach of this Shareholder Agreement prior to such
termination.
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6. Miscellaneous.
a. Severability. If any provision of this Shareholder Agreement or
the application of such provision to any person or circumstances is held
invalid or unenforceable by a court of competent jurisdiction, such
provision or application will be unenforceable only to the extent of such
invalidity or unenforceability, and the remainder of the provision held
invalid or unenforceable and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
and the remainder of this Shareholder Agreement, will not be affected.
b. Capacity. The covenants contained herein apply to the each
Shareholder solely in his or her capacity as a shareholder of WesterFed,
and no covenant contained herein applies to the Shareholder in his or her
capacity as a director of such company.
c. Counterparts. This Shareholder Agreement may be executed in one
or more counterparts, each of which will be deemed to be an original but
all of which together will constitute one and the same instrument.
d. Governing Law. This Shareholder Agreement is deemed a contract
made under, and for all purposes will be construed in accordance with,
the laws of the State of Montana.
e. Remedies. Any breach of this Shareholder Agreement entitles
WesterFed and Glacier to injunctive relief and/or specific performance,
as well as any other legal or equitable remedies to which they may be
entitled.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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SIGNED as of September 20, 2000:
SHAREHOLDER:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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WESTERFED FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: President and CEO
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ANNEX 1
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ :
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 29,526
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇ :
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 4,668
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ :
----------------------------------
Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 2,439
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▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. :
----------------------------------
Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 33,282
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▇▇▇▇ ▇▇▇▇▇▇ :
----------------------------------
Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 20,035
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ :
----------------------------------
Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 26,604
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ :
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 23,623
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ :
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 4,548
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▇▇▇▇ ▇▇▇▇▇▇▇▇ :
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 715
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ :
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 1,578
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▇▇▇▇ ▇▇▇▇▇▇ :
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): 74,216
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ :
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): -0-
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ :
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof): -0-
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:
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Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof):
-------------------
:
----------------------------------
Number of Shares of WesterFed
Common Stock Beneficially Owned,
as of September 20, 2000 (including shares
issuable upon exercise of options or
warrants that are exercisable within
sixty (60) days of the date hereof):
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