EXHIBIT 10.3
NON-COMPETITION AGREEMENT
This Non-Competition Agreement ("NON-COMPETITION AGREEMENT"), dated as
of August 17, 2005, is made by and among Pacific Continental Corporation, an
Oregon corporation ("PCBK"); Pacific Continental Bank, an Oregon state-chartered
bank ("PCB"); NWB Financial Corporation, a Washington corporation ("NWB");
Northwest Business Bank, a Washington state-chartered bank (the "BANK"); and the
undersigned director of NWB and/or the Bank (the "DIRECTOR").
RECITALS
A. PCBK, PCB, NWB and the Bank have entered into a Plan and Agreement of Merger
(the "MERGER AGREEMENT") dated as of the date hereof, pursuant to which NWB
will merge with and into PCBK, and the Bank will merge with and into PCB
(collectively such mergers are referred to as the "TRANSACTION").
B. The parties to this Non-Competition Agreement believe that the future success
and profitability of PCBK and PCB following the Transaction (collectively,
the "COMBINED ENTITY") require that the Director, upon the closing of the
Transaction, not be affiliated in any substantial way with a Competing
Business (as defined herein), except as provided herein, for a reasonable
period of time after closing of the Transaction.
AGREEMENT
In consideration of, and conditioned upon, the parties' performance
under the Merger Agreement, the Director agrees as follows:
1. DEFINITIONS. Capitalized terms not defined in this Non-Competition Agreement
have the meaning assigned to those terms in the Merger Agreement. The
following definitions also apply to this Non-Competition Agreement:
a. Competing Business. "COMPETING BUSINESS" means any financial institution
whose deposits are insured by the Federal Deposit Insurance Corporation
(including without limitation, any start-up or other such financial
institution in formation) or holding company thereof that competes or will
compete within the Covered Area with the Combined Entity or any of its
subsidiaries or affiliates; provided, however, that the Director's being
an owner, director and officer of Centrum Financial Services, Inc., doing
business as Equity Funding ("Equity Funding"), shall not be deemed to be a
Competing Business for purposes of this Agreement.
b. Covered Area. "COVERED AREA" means the geographical area of King County,
Washington.
c. Term. "TERM" means the period of time beginning on the Effective Date and
ending eighteen months (18) months after the Effective Date.
2. PARTICIPATION IN COMPETING BUSINESS. Except as provided in Sections 5 or 6,
during the Term, the Director may not become involved with a Competing
Business or serve, directly or indirectly, a Competing Business in any
manner, including without limitation, (a) as a shareholder, member, partner,
director, officer, manager, investor, organizer, founder, employee,
consultant, agent, or representative, or (b) during the organization and
pre-opening phases in the formation of a Competing Business; provided,
however, that the Director may, as the result of the sale of at least a
majority interest in Equity Funding to a Competing Business, become a
director of such Competing Business and, in consideration for the Director's
shares of Equity Funding, acquire an equity or other interest in such
Competing Business; further provided, however, that even if the Director
joins such board or acquires such interest in a Competing Business, the
Director shall continue to be bound fully by the provisions of Sections 3 and
4 of this Agreement throughout the Term of this Agreement.
3. NO SOLICITATION. During the Term, the Director may not, directly or
indirectly, solicit or attempt to solicit or otherwise facilitate the
solicitation of (a) any employees of the Combined Entity or any of its
subsidiaries or affiliates to participate, as an employee or otherwise, in
any manner in a Competing Business, or (b) any customers of the Combined
Entity or its subsidiaries or affiliates to transfer their business to a
Competing Business. 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.
4. CONFIDENTIAL INFORMATION. During and after the Term, the Director will not
disclose any confidential information of NWB, the Bank, the Combined Entity
or its subsidiaries or affiliates obtained by the Director while serving as a
director of NWB, the Bank or the Combined Entity except in accordance with a
judicial or other governmental order.
5. OUTSIDE COVERED AREA. Nothing in this Non-Competition Agreement prevents the
Director from becoming involved, as a shareholder, member, partner, director,
officer, manager, investor, organizer, founder, employee, consultant, agent,
representative, or otherwise, with a Competing Business that has no
operations in the Covered Area.
6. PERMITTED INVESTMENTS. Nothing in this Non-Competition Agreement prevents the
Director from owning 5% or less of any class of security of a Competing
Business. To the extent the Director owns more than 5% of any class of
security of a Competing Business as of the date hereof, such ownership shall
not violate Section 2 if (a) the Director has disclosed such ownership on a
schedule attached to this Non-Competition Agreement, and (b) the Director
does not acquire additional shares of such Competing Business during the Term
(other than pursuant to stock splits or stock dividends).
7. REMEDIES. Any breach of this Non-Competition Agreement by the Director will
entitle the Combined Entity, together with its successors and assigns, to
injunctive relief and/or specific performance, as well as to any other legal
or equitable remedies to which they may be entitled.
2
8. GOVERNING LAW AND ENFORCEABILITY. This Non-Competition Agreement is governed
by, and will be interpreted in accordance with, the laws of the State of
Oregon. If any court determines that the restrictions set forth in this
Non-Competition Agreement are unenforceable, then the parties request such
court to reform these provisions to the maximum restrictions, term, scope or
geographical area that such court finds enforceable.
9. COUNTERPARTS. The parties may execute this Non-Competition Agreement in one
or more counterparts, including facsimile counterparts. All the
counterparts will be construed together and will constitute one Agreement.
10. TERMINATION. If the Merger Agreement is terminated for any reason, this
Agreement shall be null and void and of no effect.
SIGNED as of August 17, 2005:
PACIFIC CONTINENTAL CORPORATION NWB FINANCIAL CORPORATION
By /s/ Xxx Xxxxx By /s/ Xxxxxx Xxxxx
----------------------------------------- -----------------------------------
Xxx Xxxxx Xxxxxx Xxxxx
President & Chief Executive Officer President & Chief Executive Officer
PACIFIC CONTINENTAL BANK NORTHWEST BUSINESS BANK
By /s/ Xxx Xxxxx By /s/ Xxxxxx Xxxxx
----------------------------------------- -----------------------------------
Xxx Xxxxx Xxxxxx Xxxxx
President & Chief Executive Officer President & Chief Executive Officer
DIRECTOR:
/s/ Xxx Xxxxxxx
--------------------------------------
Xxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
--------------------------------------
Xxxxx Xxxxxxx
3
