|
<PAGE>
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
- 1 -
<PAGE>
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 that
| 
