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EXHIBIT 10.4
NON-COMPETITION/NON-SOLICITATION AGREEMENT
This
Non-Competition/Non-Solicitation Agreement (this "Agreement")
is
entered into by and between FRONTIER BANK
("Frontier") and DUANE M. OORD
("Oord") (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,
Oord is currently employed as Executive Vice President and
Chief
Lending Officer of NorthStar and has
knowledge of certain confidential
information of NorthStar, and Frontier is
executing the Merger Agreement
conditioned upon Oord'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 Oord to commence
upon
completion of the Merger, and Oord has
indicated his intent to accept such
offer:
NOW
THEREFORE, Frontier and Oord 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, Oord does not
relinquish any rights to payments or
benefits of any kind pursuant to his
Employment Agreement with NorthStar dated
December 18, 2003 as amended by
Amendment No, 1 dated June 16, 2005, 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, Oord
agrees that he will not, by himself 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
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shareholder, member, partner, director,
officer, manager, investor, organizer,
"founder," employee, consultant, or agent;
provided, however, that Oord 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 Oord as an
employee of Frontier, with or
without the cause.
5.
ENFORCEMENT OF NON-COMPETITION/NON-SOLICITATION COVENANTS.
a.
Frontier and Oord stipulate t
