NON-COMPETITION AND NON-SOLICITATION
AGREEMENT
This
NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this
“Agreement”) is dated as of February 1, 2006, by and
between [name] (“Director”) and West Coast Bancorp, an
Oregon corporation (“Bancorp”), and West Coast Bank, an
Oregon state-chartered bank and wholly-owned subsidiary of Bancorp
(“WCB”).
WHEREAS, Director
is a director of Mid-Valley Bank, an Oregon state-chartered bank
with its principal place of business in Woodburn, Oregon
(“Mid-Valley”); and
WHEREAS, Bancorp
and Mid-Valley have proposed to enter into an Agreement and Plan of
Merger, dated as of the date hereof (the “Merger
Agreement”), by and among Bancorp, WCB, and Mid-Valley, and
Director will receive such consideration as is set forth in the
Merger Agreement for all of Director’s shares of common stock
of Mid-Valley and options to purchase such shares; and
WHEREAS, in order
to induce Bancorp and WCB to enter into the Merger Agreement and to
minimize the risk that Bancorp and WCB will lose the benefit of the
goodwill and other assets being acquired, Director has agreed to
restrict his or her activities in accordance with the terms and
conditions of this Agreement;
NOW, THEREFORE, in
consideration of the foregoing, for good and valuable consideration
and with an intent to be legally bound, the parties agree as
follows:
1. AGREEMENT
NOT TO COMPETE. Director agrees that for the period commencing on
the Closing Date (as defined in the Merger Agreement) and ending on
the first anniversary of the Closing Date, Director shall not,
directly or indirectly, engage in or have any ownership interest
in, or participate in the financing, operation, management or
control of, any corporation, bank, or other entity or business that
engages in any activity closely and customarily associated with
commercial banking or the operation of an institution the deposits
of which are insured by the Federal Deposit Insurance Corporation
(“Restricted Business”) within Clackamas or Marion
Counties in the state of Oregon; provided, that this provision
shall not prohibit Director from owning bonds, preferred stock and
up to 5 percent of the outstanding shares of common stock of
any such entity.
2. NO
SOLICITATION. Director further agrees that he or she shall not,
directly or indirectly, during the period commencing on the Closing
Date and ending on the first anniversary of the Closing Date, and
shall not cause or induce any corporation, partnership, limited
liability company or other entity to, (i) solicit any client
or prospective client of Mid-Valley whose identity became known to
Director as part of his or her relationship with Mid-Valley (a
“Client”) for any purpose with respect to a Restricted
Business or encourage any such person to reduce or refrain from
doing any business with Mid-Valley or WCB, (iii) interfere
with or damage any relationship between WCB or its affiliates and a
Client, or (iv) solicit or enco
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