DIRECTOR'S AGREEMENT
This Agreement is made and entered into as of the 20th day of April, 1998,
between INTERWEST BANCORP, INC., a Washington corporation ("InterWest") and
_____________________ ("Director"), a director of Kittitas Valley Bancorp, Inc.
("Bancorp") and Kittitas Valley Bank, N.A. (the "Bank") (Bancorp and the Bank,
collectively, being the "Company").
RECITALS
1. Pursuant to the terms of the Agreement and Plan of Merger dated as of
the ____ day of April, 1998 (the "Plan") among InterWest and the Company,
Bancorp will be merged into InterWest, and the Bank will become the wholly owned
subsidiary of InterWest.
2. The obligation of InterWest 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 Bancorp as well as a director of the
Company.
AGREEMENT
In consideration of the performance of InterWest under the Plan, Director
agrees that for a period of two (2) years after he ceases to be a director of
the Bank or its successor, he will not, directly or indirectly, become
interested in, as a promoter, principal shareholder, director or officer of, any
financial institution that competes or will compete with InterWest or any of its
subsidiaries or their affiliates within Kittitas County in the State of
Washington (the "County").
Director also agrees that during this two (2) year period, Director will
not directly or indirectly solicit or attempt to solicit on behalf or for the
benefit of any financial institution (i) any employees of the Company,
InterWest, or any of their subsidiaries or affiliates, to leave their employment
for employment with another financial institution or (ii) any customers of the
Company, InterWest, or any of their subsidiaries or affiliates to remove their
business from the Company, InterWest, 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
will entitle InterWest 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.
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,
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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 20th day of April, 1998.
INTERWEST BANCORP, INC. DIRECTOR
By:
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Its:
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