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EXHIBIT 10.3
DIRECTOR'S AGREEMENT
This Agreement is made and entered into as of the ____ day of
___________, 1997, between INTERWEST BANCORP, INC., a Washington corporation
("InterWest") and _____________________ ("Director"), a director of Puget Sound
Bancorp, Inc. (the "Company").
RECITALS
1. Pursuant to the terms of the Agreement and Plan of Merger
dated as of the 18th day of September, 1997 (the "Plan") among InterWest, its
wholly owned subsidiary InterWest Bank, the Company and its wholly owned
subsidiary, First National Bank of Port Orchard ("Port Orchard Bank"), the
Company will be merged into InterWest, and Port Orchard 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 the Company and Port Orchard Bank.
3. Director is a shareholder of the Company in addition to
occupying the position of Director.
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 will not, directly or indirectly,
become interested in, as a principal shareholder, director or officer of, any
financial institution that competes with InterWest or any of its subsidiaries
or their affiliates within Kitsap County in the State of Washington.
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 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 _____________, 1997.
INTERWEST BANCORP, INC. DIRECTOR
By: /s/ /s/
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Its:
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