Exhibit 10.4
DIRECTOR'S AGREEMENT
This Agreement is made and entered into as of the ____ day of February,
1998, between INTERWEST BANCORP, INC., a Washington corporation ("InterWest")
and _____________________ ("Director"), a director of Pioneer Bancorp, Inc.
("Pioneer") and/or Pioneer National Bank ("Pioneer Bank") (collectively, the
"Company").
RECITALS
1. Pursuant to the terms of the Agreement and Plan of Merger dated as
of the 4th day of February, 1998 (the "Plan") among InterWest, its wholly
owned subsidiary InterWest Bank, Pioneer and its wholly owned subsidiary,
Pioneer Bank, Pioneer will be merged into InterWest, and Pioneer Bank will
become the wholly owned subsidiary of InterWest.
2. The obligation of InterWest and InterWest Bank to consummate the
transactions contemplated by the Plan is conditioned upon their receipt of
non-competition agreements from directors of Pioneer and Pioneer Bank.
3. Director is a shareholder of Pioneer as well as a director of
Pioneer and/or Pioneer Bank.
AGREEMENT
In consideration of the performance of InterWest and InterWest Bank
under the Plan, Director agrees that for a period of three (3) years after
the Effective Date, as defined in the Plan, he or she will not, directly or
indirectly, become interested in, as a promoter, principal shareholder,
director or officer of, any financial institution that competes or will
compete with InterWest or any of its subsidiaries or their affiliates within
Yakima and/or Xxxxxx Counties in the State of Washington (the "Counties").
Director also agrees that during this three (3) year period, Director
will not directly or indirectly solicit or attempt to solicit on behalf or
for the benefit of any financial institution (i) any employees located in the
Counties of the Company, InterWest, or any of their subsidiaries or
affiliates, to leave their employment for employment with another financial
institution or (ii) any customers located in the Counties of the Company,
InterWest, or any of their subsidiaries or affiliates to remove their
business from the Company, InterWest, or any of their subsidiaries or
affiliates. Solicitation prohibited under this section includes solicitation
by any means, including, without limitation, meetings, telephone calls,
letters or other mailings, electronic communication of any kind, and internet
communications.
For purposes of this Agreement, the term "principal shareholder" means
any person who owns, directly or indirectly, five percent (5%) or more of the
outstanding shares of any voting class of equity security of a company.
Director recognizes and agrees that any breach of this Agreement by
Director will entitle InterWest and InterWest Bank and any of their
successors or assigns to injunctive relief and/or specific performance, as
well as any other legal or equitable remedies to which such entities may
otherwise be entitled.
Executed as of the ____ day of February, 1998.
INTERWEST BANCORP, INC. DIRECTOR
By:
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Its:
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