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EXHIBIT 10.1
DIRECTOR, OFFICER AND PRINCIPAL SHAREHOLDER
VOTING AGREEMENT
This Director, Officer and Principal Shareholder Voting
Agreement
("VOTING AGREEMENT"), dated as of August 17, 2005, is among
Pacific Continental
Corporation, an Oregon corporation ("PCBK"), NWB Financial
Corporation, a
Washington corporation ("NWB"), NWB's subsidiary, Northwest
Business Bank, a
Washington state-chartered bank (the "BANK"), and the
undersigned, each of whom
is a director or senior officer ("DIRECTOR/OFFICER") of NWB
and/or the Bank or a
shareholder beneficially owning five percent (5%) or more of
NWB's outstanding
common stock ("PRINCIPAL SHAREHOLDER"). This Voting Agreement
will be effective
upon the signing of the Merger Agreement (defined below) and
shall remain in
effect until the earlier of the vote upon the Merger Agreement
and the
Transaction and the termination of the Merger Agreement.
RECITAL
As an inducement for PCBK to enter into the Plan and Agreement
of
Merger (the "MERGER AGREEMENT") dated as of the date hereof
whereby NWB will
merge with and into PCBK, and the Bank will merge with and into
PCBK's
subsidiary, Pacific Continental Bank (the "TRANSACTION"), NWB
represents and
warrants, and each Director/Officer and Principal Shareholder,
for himself, his
heirs and legal representatives, agrees as follows:
AGREEMENT
1. PRINCIPAL SHAREHOLDERS. NWB represents and warrants to PCBK
that Schedule 1
to this Voting Agreement sets forth each shareholder of NWB who,
as of the
date hereof, beneficially owns 5% or more of NWB's common stock
(including
without limitation, shares that could be issued pursuant to the
exercise of
stock options, warrants, or other such other security that, upon
its
exercise, could cause the issuance of shares of NWB common
stock) and that
NWB has made a good faith effort to obtain such shareholder's
signature to
this Voting Agreement.
2. VOTING AND OTHER MATTERS. Each Director/Officer and Principal
Shareholder
will vote or cause to be voted all shares of NWB's common stock
that he
beneficially owns, with power to vote or direct the voting of
(the "SHARES"),
in favor of approval of the Merger Agreement and the
Transaction. In
addition, each Director/Officer will (a) actively support the
Transaction,
including in his or her interactions with NWB's shareholders;
(b) recommend
to the shareholders of NWB that they approve the Merger
Agreement, and (c)
refrain from any actions or omissions inconsistent with the
foregoing, except
as otherwise required by law, including, without limitation, the
Directors'
fiduciary duties to NWB and its shareholders.
3. NO TRANSFER. Until the earlier of the consummation of the
Transaction or the
termination of the Merger Agreement, each Director/Officer and
Principal
Shareholder will not sell, permit a lien or other encumbrance to
be created
with respect to, or grant any proxy in
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