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EXHIBIT 10.7
DIRECTOR'S AGREEMENT
This Agreement is made and entered into as of the 15th day of March,
2000, between FRONTIER FINANCIAL CORPORATION, a Washington corporation
("Frontier") and the undersigned (the "Director"), a director of Liberty Bay
Financial Corporation ("Liberty") or North Sound Bank (the "Bank") (Liberty and
the Bank, collectively, being the "Company"), and shall become effective only
upon the closing of the Merger (defined below).
RECITALS
1. Pursuant to the terms of the Agreement and Plan of Mergers (the
"Plan") among Frontier and Liberty, Liberty will be merged into Frontier, and
North Sound Bank will be merged into Frontier Bank (the "Merger").
2. The obligation of Frontier to consummate the transactions
contemplated by the Plan is conditioned upon its receipt of non-competition
agreements from directors of the Company.
3. Director is a shareholder of Liberty as well as a director of Liberty
and/or Bank.
AGREEMENT
In consideration of the performance of Frontier under the Plan, Director
agrees that for a period of two (2) years after he or she ceases to be a
director of the Bank or its successor, he or she will not, directly or
indirectly, become involved in or serve, directly or indirectly, in any manner,
including, without limitation, as a principal shareholder, member, partner,
director, officer, manager, organizer, "founder," employee, consultant, or agent
of, any financial institution that competes or will compete with Frontier or any
of its subsidiaries or their affiliates within the State of Washington.
Director also agrees that during this two (2) year period, Director will
not directly or indirectly solicit or attempt to solicit on his or her own
behalf or for the benefit of any financial institution (i) any employees of the
Company, Frontier, or any of their subsidiaries or affiliates, to leave their
employment for employment with another financial institution or (ii) any
customers of the Company, Frontier, or any of their subsidiaries or affiliates
to remove their business from the Company, Frontier, 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 him
or her will entitle Frontier and any of its 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. The substantially
prevailing party in any such dispute will be entitled to recover from the other
party its costs and expenses, including specifically, reasonable attorneys'
fees.
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This Agreement shall be effective upon the closing of the Merger. If the
Plan is terminated before such closing, this Agreement will not become effective
and will be void.
The provisions of this Agreement are severable, and the invalidity of
any provision will not affect the validity of other provisions. If a court of
competent jurisdiction deems that the duration, geographic scope, or other
restriction imposed by this Agreement is unenforceable, such court may reform
the restriction as is necessary to make such restriction enforceable.
Executed as of the 14th day of March , 2000.
FRONTIER FINANCIAL CORPORATION DIRECTOR
/S/ /S/
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Xxxxxx X. Xxxxxxx , President and CEO
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