EXHIBIT 10.4
DIRECTOR RESIGNATION AGREEMENT
This Director Resignation Agreement ("RESIGNATION AGREEMENT"), dated as
of August 17, 2005, is among Pacific Continental Corporation, an Oregon
corporation ("PCBK"), NWB Financial Corporation a Washington corporation
("NWB"), NWB's subsidiary, Northwest Business Bank, a Washington corporation
(the "Bank") and the undersigned, each of whom is a director ("DIRECTOR") of NWB
and/or the Bank.
RECITAL
In connection with the Plan and Agreement of Merger (the "MERGER
AGREEMENT") dated as of the date hereof, whereby, among other things, NWB will
merge with and into PCBK and the Bank will merge with and into PCBK's
subsidiary, Pacific Continental Bank (the "TRANSACTION"), each Director hereby
agrees as follows:
AGREEMENT
1. RESIGNATION. Each Director hereby tenders his or her resignation from the
Boards of Directors of NWB and/or the Bank, as the case may be, effective
only upon the closing of the Transaction.
2. MISCELLANEOUS.
a. Counterparts. This Resignation Agreement may be executed in one or more
counterparts, including facsimile counterparts, each of which will be
deemed an original, but all of which taken together will constitute one
and the same document.
b. Governing Law. This Resignation Agreement will be deemed a contract made
under, and for all purposes will be construed in accordance with, the laws
of the State of Oregon.
SIGNATURES ON NEXT PAGE
This Director Resignation Agreement is 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
NORTHWEST BUSINESS BANK
By /s/ Xxxxxx Xxxxx
-----------------------------------
Xxxxxx Xxxxx
President & Chief Executive Officer
DIRECTORS:
/s/ Xxxxx Xxxxxxx /s/ Xxxxx X. Xxxx
-------------------------------------------- --------------------------------------
Xxxxx Xxxxxxx Xxxxx X. Xxxx
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
-------------------------------------------- --------------------------------------
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
/s/ Xxxxxxxxxxx X. Xxxxx /s/ Xxxxxx Xxxxx
-------------------------------------------- --------------------------------------
Xxxxxxxxxxx X. Xxxxx Xxxxxx Xxxxx
/s/ Xxxxxxx X. Heijer /s/ Xxxxxx X. Xxxxx
-------------------------------------------- --------------------------------------
Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxx
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