Exhibit 10.2
NON-COMPETITION
AGREEMENT
This Non-Competition Agreement
(“ Non-Competition Agreement ”), dated as of
June 7, 2004, is among Columbia Banking System, Inc., a Washington
corporation (“ Columbia ”), Bank of Astoria, an
Oregon state-chartered bank (“ Astoria ”), and
the undersigned, each of whom is a director of Astoria.
RECITALS
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A.
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Columbia and
Astoria have entered into a Plan and Agreement of Merger (the
“ Merger Agreement ”) dated as of the date
hereof, pursuant to which Astoria will become a wholly owned
subsidiary of Columbia (the “ Merger
”).
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B.
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The parties to
this Non-Competition Agreement believe that the future success and
profitability of Astoria following the Merger (the “
Combined Bank ”) require that existing directors of
Astoria (the “ Directors ”) not be affiliated in
any substantial way with a Competing Business (as defined herein)
for a reasonable period of time after closing of the Merger and/or
termination of the Director’s status as a director of the
Combined Bank.
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AGREEMENT
In consideration of Columbia’s
and Astoria’s performance under the Merger Agreement, the
Directors agree as follows:
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1.
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Definitions . Capitalized terms not defined in this
Non-Competition Agreement have the meaning assigned to those terms
in the Agreement. The following definitions also apply to this
Non-Competition Agreement:
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a.
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Competing
Business . “
Competing Business ” means any financial institution
or trust company (including without limitation, any start-up or
other financial institution or trust company in formation) or
holding company thereof that competes or will compete within the
Covered Area with the Combined Bank, Columbia or any of their
subsidiaries or affiliates.
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b.
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Covered
Area . “ Covered
Area ” means (i) the counties of Clatsop, Tillamook,
Columbia and Polk in the State of Oregon, and (ii) the counties of
Pacific, Wahkiakum and Cowlitz in the State of
Washington.
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2.
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Effectiveness . This
Non-Competition Agreement will take effect at the Effective Time
and will continue in effect as specified herein. If the Merger
Agreement is terminated for any reason, this Non-Competition
Agreement will be null and void and of no effect.
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3.
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Participation in Competing
Business . Except as provided in Section 6 and
Section 7 , for the longer of (a) three (3) years after the
Effective Time or (b) one year following
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1
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termination of
a Director’s service on the Board of Directors of the
Combined Bank (such longer period of time being the “
Term ”), such Director will 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) the organization and pre-opening phases in the formation of
a Competing Business.
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4.
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No
Solicitation . During the Term, the Directors will not,
directly or indirectly, solicit or attempt to solicit (
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