EXHIBIT 10.3
DIRECTOR'S AGREEMENT
This Agreement, dated as of January 15, 1998, is between INTERWEST
BANCORP, INC., a Washington corporation ("InterWest") and ____________________
("Director"), a director of Pacific Northwest Bank ("Bank").
RECITALS
1. Pursuant to the terms of the Plan and Agreement of Reorganization,
dated as of January 15, 1998 ("Plan") between InterWest and the Bank, the
Bank will become the wholly owned subsidiary of InterWest.
2. InterWest's obligation to consummate the transactions contemplated
by the Plan is conditioned upon their receipt of non-competition agreements
from all directors of the Bank.
3. Director is both a director and a shareholder of the Bank.
AGREEMENT
In consideration of InterWest's performance under the Plan, Director
agrees that for a period of two years after the Effective Date, as defined in
the Plan, he or she will not, directly or indirectly, become involved in, as
a principal shareholder, director or officer, "founder," employee, or other
agent of, any financial institution or trust company that competes or will
compete with the Bank, InterWest, or any of their subsidiaries or affiliates,
within Washington State.
Director also agrees that during this two year period, Director will not
directly or indirectly solicit or attempt to solicit (1) any employees of the
Bank, InterWest, or any of their subsidiaries or affiliates, to leave their
employment or (2) any customers of the Bank, InterWest, or any of their
subsidiaries or affiliates to remove their business from the Bank, InterWest,
or any of their subsidiaries or affiliates, or to participate in any manner
in any financial institution or trust company that competes or will compete
with the Bank, InterWest, or any of their subsidiaries or affiliates, within
Washington State. Solicitation prohibited under this section includes
solicitation by any means, including, without limitation, meetings, telephone
calls, letters or other mailings, electronic communication of any kind, and
internet communications.
For purposes of this Agreement, the term "principal shareholder" means
any person who owns, directly or indirectly, five percent (5%) or more of the
outstanding shares of any class of equity security of a company.
Director recognizes and agrees that any breach of this Agreement by
Director will entitle InterWest and any of its successors or assigns to
injunctive relief and/or specific performance, as well as any other legal or
equitable remedies to which such entities may otherwise be entitled.
INTERWEST BANCORP, INC. DIRECTOR
By:____________________________ ____________________________
Its: __________________________
