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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.
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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
format
