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EXHIBIT 10.5
DIRECTOR'S AGREEMENT
This Agreement, dated as of July__, 1998, is between FRONTIER FINANCIAL
CORPORATION, a Washington corporation ("Frontier") and (FirstName) (LastName)
("Director"), a director of Valley Bancorporation and Bank of Xxxxxx
(hereinafter referred to jointly as "Valley").
Recitals
1. Pursuant to the terms of the Plan and Agreement of Mergers, dated as
of July 28, 1998 ("Plan") between Frontier and Valley, Valley will become merged
with Frontier, with Frontier as the surviving corporation.
2. Frontier's obligation to consummate the transactions contemplated by
the Plan is conditioned upon their receipt of non-competition agreements from
all directors of Valley.
3. Director is both a director and a shareholder of Valley.
Agreement
In consideration of Frontier'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 Valley, Frontier, or any of their subsidiaries or affiliates, within a
thirty-mile radius of the Main Office of the Bank of Xxxxxx.
Director also agrees that during this two-year period, Director will not
directly or indirectly solicit or attempt to solicit (1) any employees of
Valley, Frontier, or any of their subsidiaries or affiliates, to leave their
employment or (2) any customers of Valley, Frontier, or any of their
subsidiaries or affiliates to remove their business from Valley, Frontier, 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
Valley, Frontier, 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 Frontier 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.
FRONTIER FINANCIAL CORPORATION DIRECTOR
By: ______________________________ ____________________________________
Its: _____________________________ (FirstName) (LastName)