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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
fact
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