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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 g
