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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 formatio
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