Exhibit 10.3
NON-COMPETITION/NON-SOLICITATION
AGREEMENT
This Agreement is made and entered
into as of the 24th day of January, 2006, between HERITAGE
FINANCIAL CORPORATION, a Washington corporation
(“Heritage”) and L. Anthony Tebeau
(“Executive”), the President and Chief Executive
Officer of Western Washington Bancorp, Inc. (“Bancorp”)
and/or Washington State Bank, NA. (the “Bank”) (Bancorp
and the Bank, collectively, being the
“Company”).
Recitals
1. Pursuant to the terms of the
Agreement and the Plan of Mergers dated as of the
day of
, 2006 (the “Plan”) among Heritage and the Company,
Bancorp will be merged into Heritage, and the Bank will be merged
into Heritage Bank.
2. The obligation of Heritage to
consummate the transactions contemplated by the Plan is conditioned
upon its receipt of non-competition agreements from Executives of
the Company.
3. Executive is a shareholder of
Bancorp as well as a director of the Company.
Agreement
In consideration of the performance
of Heritage under the Plan, Executive agrees that for a period of
two (2) years after he ceases to be the President and Chief
Executive Officer of the Bank or its successor, he will not,
directly or indirectly, become interested in, as a promoter,
pr
