EXHIBIT 10.1
DIRECTOR, OFFICER AND PRINCIPAL SHAREHOLDER
VOTING AGREEMENT
This Director, Officer and Principal Shareholder Voting Agreement
("VOTING 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 state-chartered bank (the "BANK"), and the undersigned, each of whom
is a director or senior officer ("DIRECTOR/OFFICER") of NWB and/or the Bank or a
shareholder beneficially owning five percent (5%) or more of NWB's outstanding
common stock ("PRINCIPAL SHAREHOLDER"). This Voting Agreement will be effective
upon the signing of the Merger Agreement (defined below) and shall remain in
effect until the earlier of the vote upon the Merger Agreement and the
Transaction and the termination of the Merger Agreement.
RECITAL
As an inducement for PCBK to enter into the Plan and Agreement of
Merger (the "MERGER AGREEMENT") dated as of the date hereof whereby NWB will
merge with and into PCBK, and the Bank will merge with and into PCBK's
subsidiary, Pacific Continental Bank (the "TRANSACTION"), NWB represents and
warrants, and each Director/Officer and Principal Shareholder, for himself, his
heirs and legal representatives, agrees as follows:
AGREEMENT
1. PRINCIPAL SHAREHOLDERS. NWB represents and warrants to PCBK that Schedule 1
to this Voting Agreement sets forth each shareholder of NWB who, as of the
date hereof, beneficially owns 5% or more of NWB's common stock (including
without limitation, shares that could be issued pursuant to the exercise of
stock options, warrants, or other such other security that, upon its
exercise, could cause the issuance of shares of NWB common stock) and that
NWB has made a good faith effort to obtain such shareholder's signature to
this Voting Agreement.
2. VOTING AND OTHER MATTERS. Each Director/Officer and Principal Shareholder
will vote or cause to be voted all shares of NWB's common stock that he
beneficially owns, with power to vote or direct the voting of (the "SHARES"),
in favor of approval of the Merger Agreement and the Transaction. In
addition, each Director/Officer will (a) actively support the Transaction,
including in his or her interactions with NWB's shareholders; (b) recommend
to the shareholders of NWB that they approve the Merger Agreement, and (c)
refrain from any actions or omissions inconsistent with the foregoing, except
as otherwise required by law, including, without limitation, the Directors'
fiduciary duties to NWB and its shareholders.
3. NO TRANSFER. Until the earlier of the consummation of the Transaction or the
termination of the Merger Agreement, each Director/Officer and Principal
Shareholder will not sell, permit a lien or other encumbrance to be created
with respect to, or grant any proxy in respect of (except for proxies
solicited by the board of directors of NWB in connection
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with the NWB shareholders' meeting at which the Transaction is presented for
shareholder approval) any Shares, unless all other parties to any such sale
or other transaction enter into an agreement in form and substance
satisfactory to PCBK embodying the benefits and rights contained in this
Voting Agreement; provided, that the foregoing restrictions will not apply to
those Shares listed on Schedule 2 of this Voting Agreement.
4. INDIVIDUAL OBLIGATIONS. The obligations of each Director/Officer and
Principal Shareholder under this Voting Agreement are several and not joint.
5. MISCELLANEOUS.
a. Severability. If any provision of this Voting Agreement or the application
of such provision to any person or circumstances will be held invalid or
unenforceable by a court of competent jurisdiction, such provision or
application will be unenforceable only to the extent of such invalidity or
unenforceability, and the remainder of the provision held invalid or
unenforceable and the application of such provision to persons or
circumstances, other than the party as to which it is held invalid, and
the remainder of this Voting Agreement, will not be affected.
b. Counterparts. This Voting 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.
c. Governing Law; Venue. This Voting 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.
d. Remedies. Any breach of this Voting Agreement entitles PCBK to injunctive
relief and/or specific performance, as well as any other legal or
equitable remedies PCBK may be entitled to.
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SIGNED EFFECTIVE 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
Additional Signatures on Next Page
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NON-DIRECTOR EXECUTIVE OFFICERS:
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxx
------------------------------------ --------------------
Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxx
------------------------------------ ------------------
Xxxxxxx Xxxxxxxx Xxxxxx X. Xxxx
/s/ Xxxx Xxxxxxx /s/ Xxx Xxxxxxxx
------------------------------------ ----------------
Xxxx Xxxxxxx Xxx Xxxxxxxx
PRINCIPAL SHAREHOLDER:
/s/ Xxxxxx Xxxx
---------------
Xxxxxx X. Xxxx
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SCHEDULE 1
(PRINCIPAL SHAREHOLDERS)
NAME & ADDRESS NUMBER OF SHARES OWNED
-------------- ----------------------
Xxxxxx X. Xxxx 63,500
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SCHEDULE 2
(EXCEPTIONS TO SECTION 2 OF THE VOTING AGREEMENT)
Section 3 of the Voting Agreement prohibits the encumbrance or transfer of NWB
shares by each Director/Officer or Principal Shareholder between execution of
the Merger Agreement and consummation of the Transaction. This prohibition shall
not apply to the Shares identified below for the purposes specified below.
NAME NO. OF SHARES PURPOSE
---- ------------- -------
Xxxxx Xxxxx 1,000 Transfer of Shares as executor of estate
Xxxxx Xxxxxxx 40,000 Pledge of Shares previously committed
Xxxxxx Xxxxx 12,200 Pledge of Shares previously committed
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