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EXHIBIT 10.3
NON-COMPETITION/NON-SOLICITATION AGREEMENT
This
Non-Competition/Non-Solicitation Agreement (this "Agreement")
is
entered into by and between FRONTIER BANK
("Frontier") and ELLEN M. SAS ("Sas")
(collectively referred to as "the Parties")
and takes effect on the Effective
Date of the Merger of Frontier and
NorthStar Bank ("NorthStar").
WHEREAS,
Frontier Financial Corporation and NorthStar Financial
Corporation are entering into an Agreement
and Plan of Mergers ("the Merger
Agreement"), pursuant to which NorthStar
Financial Corporation will be merged
into Frontier Financial Corporation and
NorthStar Bank will be merged into
Frontier Bank (the "Merger"); and
WHEREAS,
Sas is currently employed as President and Chief Executive
Officer of NorthStar and has knowledge of
certain confidential information of
NorthStar, and Frontier is executing the
Merger Agreement conditioned upon Sas's
agreement not to compete with Frontier in
King County, Washington, and not to
solicit employees and customers of Frontier
(including the customers of
NorthStar who become customers of Frontier
following the Merger), for a
specified period of time following the
Merger, all as further described below;
and
WHEREAS,
Frontier has made an offer of employment to Sas to commence
upon
completion of the Merger, and Sas has
indicated her intent to accept such offer:
NOW
THEREFORE, Frontier and Sas agree as follows:
1.
EFFECTIVE DATE. This Agreement shall become effective on the
Effective
Date of the Merger Agreement (the
"Effective Date").
2. PRIOR
AGREEMENTS. By entering into this Agreement, Sas does not
relinquish any rights to payments or
benefits of any kind pursuant to her
Employment Agreement with NorthStar dated
December 18, 2003, which shall
terminate on the Effective Date and upon
payment by NorthStar of the benefits
due thereunder.
3.
NON-COMPETITION/NON-SOLICITATION. In consideration for this
Agreement
and to protect the business and good will
purchased by Frontier, Sas agrees that
she will NOT, by herself or through
associates, agents, employees, or others,
directly or indirectly, do any of the
following for a two-year period commencing
on the first day after the Effective
Date:
a. Act as an employee or in any other capacity of any bank
holding
company or financial holding company, state
or national bank, state or federal
savings and loan association, mutual
savings bank, or state or federal credit
union, trust company or mortgage company
(including without limitation, any
start-up financial institution, trust
company or mortgage company) ("Financial
Institution") located in King County, or
have any responsibilities for a
Financial Institution's operations within
King County, Washington; or
b. Become involved with, or serve, directly or indirectly, a
Financial Institution headquartered in King
County in any manner, including,
without limitation, as a shareholder,
member, partner, director, officer,
manager, investor, organizer,
"founder,"
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employee, consultant, or agent; provided,
however, that Sas may acquire and
passively own an interest not exceeding 2%
of the total equity interest in any
Financial Institution headquartered in King
County; or
c. Directly or indirectly, solicit or attempt to solicit: (1)
any
employees of Frontier, or any of Frontier's
subsidiaries, to leave their
employment, or (2) any customers of
Frontier, or any of Frontier's subsidiaries,
to remove their business from Frontier.
Solicitation prohibited under this
section includes solicitation by any means,
including, without limitation,
meetings, letters or other mailings,
electronic communications of any kind, and
internet communications.
4. NO
EMPLOYEE CONTRACT RIGHTS. Nothing contained in this Agreement
shall
be construed to abrogate, limit or affect
the powers, rights and privileges of
Frontier to remove Sas as an employee of
Frontier, with or without the cause.
5.
ENFORCEMENT OF NON-COMPETITION/NON-SOLICITATION COVENANTS.
a. Frontier and Sas stipulate that, in light of all of the fa
