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EX-10.1
DIRECTOR NONCOMPETITION AGREEMENT
This Director Noncompetition Agreement ("Director Agreement"), dated as
of October 30, 1997, is between WEST COAST BANCORP ("WCB"), CENTENNIAL HOLDINGS,
INC. ("Centennial"), and the undersigned, each of whom is a Director
("Director") of either Centennial or Centennial Bank ("Bank").
RECITALS
A. WCB and Centennial have entered into a Plan and Agreement of Merger
("Merger Agreement"), dated as of October 30, 1997, under which
Centennial will merge with and into WCB.
B. The obligation of WCB to consummate the transactions contemplated by the
Merger Agreement are conditioned on its receipt of noncompetition
agreements from all directors of Centennial and the Bank.
C. WCB, Centennial, and Director believe that the future success and
profitability of the Bank require that existing directors of Centennial
and the Bank be available to continue to serve as directors of the Bank
and not be affiliated in any substantial way with a Competing Business
for a reasonable period of time after Closing.
AGREEMENT
In consideration of WCB's performance under the Merger Agreement,
Director agrees as follows:
1. DEFINITIONS. Capitalized terms not defined in this Director Agreement,
have the meaning assigned to those terms in the Merger Agreement. The
following definitions also apply to this Director Agreement:
(a) Competing Business. "Competing Business" means any financial
institution or trust company that competes or will compete
within the Covered Area with WCB, Centennial, the Bank or any of
their Subsidiaries. The term "Competing Business" includes,
without limitation, any start-up or other financial institution
or trust company in formation.
(b) Covered Area. Clackamas, Xxxxxxx, Xxxxxx, Multnomah, Polk,
Washington, and Yamhill Counties in Oregon State and Xxxxx,
Cowlitz, Lewis, Mason, Xxxxxx, and Xxxxxxxx Counties in
Washington State.
(c) Term. The Term of this Director Agreement begins at Closing. For
those directors who remain directors of the Bank for at least
one year following Closing (as required by this Director
Agreement), the Term ends one year after the Director's service
as a director of Centennial, the Bank, WCB, or any affiliate of
WCB is terminated. Otherwise, the Term ends two years after
Closing.
2. AVAILABILITY. Director will be available to serve, at WCB's request, as
a director of the Bank for a period of at least one year after Closing.
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3. PARTICIPATION IN COMPETING BUSINESS. Except as provided in Sections 6
and 7, during the Term of this Director Agreement, Director will not
become involved, directly or indirectly, as a shareholder, member,
partner, director, officer, manager, investor, organizer, "founder",
consultant, agent or representative of a Competing Business.
4. NO SOLICITATION. During the Term of this Director Agreement, Director
will not directly or indirectly solicit or attempt to solicit (1) any
employees of the Bank, WCB, or any of their Subsidiaries, to leave their
employment or (2) any customers of the Bank, WCB, or any of their
Subsidiaries to remove their business from the Bank, WCB, or any of
their Subsidiaries. Solicitation prohibited under this section includes
solicitation by any means, including, without limitation, meetings,
letters or other mailings, electronic communications of any kind, and
internet communications.
5. CONFIDENTIAL INFORMATION. During and after the Term of this Director
Agreement, Director will not disclose any confidential information of
WCB, Centennial, the Bank, or any of their Subsidiaries, obtained by the
Director while serving as a director the Bank.
6. EMPLOYMENT OUTSIDE COVERED AREA. Nothing in this Director Noncompetition
Agreement prevents the Director from accepting employment outside the
Covered Area from a Competing Business, if, during the Term, the
Director: (a) will not act as an employee or other representative or
agent of the Competing Business within the Covered Area and (b) will
have no responsibilities for the Competing Business' operations within
the Covered Area.
7. PASSIVE INTEREST. Nothing in this Director Agreement prevents the
Director from owning 2% or less of any class of security of a Competing
Business.
8. REMEDIES. Any breach of this Agreement by Director entitles WCB and
Centennial, together with their successors and assigns, to injunctive
relief and/or specific performance, as well as to any other legal or
equitable remedies they may be entitled to.
9. GOVERNING LAW AND ENFORCEABILITY. This Director Agreement is governed by
Oregon State law. If any court determines that the restrictions set
forth in this Director Agreement are unenforceable, the maximum
restrictions, term, scope or geographical area that is enforceable will
be substituted in place of the unenforceable provisions.
10. COUNTERPARTS. The parties may execute this Agreement in one or more
counterparts. All the counterparts will be construed together and will
constitute one Agreement.
SIGNED as of October 30, 1997:
Director:
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Xxxxx Xxxxxx Xxxxxx Xxxxxxx
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Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxx
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Xxxxxxx X. Xxxx G. Xxxxxx Xxxxxx
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Xxxx X. Xxxxxxxxx Xxxxx Xxxxxxxx
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Xxxxxxx Xxxxx Xxx X. Xxxxxx
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Xxxxx X. Xxxxxx
WEST COAST BANCORP
By____________________________________
Name: Xxxxxx X. Xxxxxxxx
Title: President and CEO
CENTENNIAL HOLDINGS, LTD.
By____________________________________
Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
