IS
EMPLOYED BY PACIFIC AND FOR TWELVE (12) MONTHS AFTER EXECUTIVE'S EMPLOYMENT WITH
PACIFIC TERMINATES, EXECUTIVE WILL NOT BECOME INVOLVED WITH A COMPETING BUSINESS
OR SERVE, DIRECTLY OR INDIRECTLY, A COMPETING BUSINESS IN ANY MANNER, INCLUDING,
WITHOUT LIMITATION, AS A SHAREHOLDER, MEMBER, PARTNER, DIRECTOR, OFFICER,
MANAGER, INVESTOR, ORGANIZER, "FOUNDER," EMPLOYEE, CONSULTANT, OR AGENT;
PROVIDED, HOWEVER, THAT EXECUTIVE MAY ACQUIRE AND PASSIVELY OWN AN INTEREST NOT
EXCEEDING 2% OF THE TOTAL EQUITY INTEREST IN ANY COMPETING BUSINESS.
B)
NO SOLICITATION. DURING THE PERIOD EXECUTIVE IS EMPLOYED WITH PACIFIC AND
FOR TWELVE (12) MONTHS AFTER EXECUTIVE'S EMPLOYMENT WITH PACIFIC TERMINATES,
EXECUTIVE WILL NOT DIRECTLY OR INDIRECTLY SOLICIT OR ATTEMPT TO SOLICIT (1) ANY
EMPLOYEES OF PACIFIC, OR ANY OF PACIFIC'S SUBSIDIARIES, TO LEAVE THEIR
EMPLOYMENT OR (2) ANY CUSTOMERS OF PACIFIC, OR ANY OF PACIFIC'S SUBSIDIARIES, TO
REMOVE THEIR BUSINESS FROM PACIFIC OR TO PARTICIPATE IN ANY MANNER IN A
COMPETING BUSINESS.
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.
C)
EMPLOYMENT OUTSIDE THE RESTRICTED AREA.
NOTHING IN THIS AGREEMENT
PREVENTS EXECUTIVE FROM ACCEPTING EMPLOYMENT AFTER THE END OF THE TERM OUTSIDE
THE RESTRICTED AREA (DEFINED BELOW) FROM A COMPETING BUSINESS, AS LONG AS
EXECUTIVE WILL NOT (A) ACT AS AN EMPLOYEE OR OTHER REPRESENTATIVE OR AGENT OF
THE COMPETING BUSINESS WITHIN THE RESTRICTED AREA OR (B) HAVE ANY
RESPONSIBILITIES FOR THE COMPETING BUSINESS' OPERATIONS WITHIN THE RESTRICTED
AREA.
D)
COMPETING BUSINESS.
"COMPETING BUSINESS" MEANS ANY FINANCIAL
INSTITUTION ("FINANCIAL INSTITUTION" MEANS A STATE OR NATIONAL BANK, A STATE OR
FEDERAL SAVINGS AND LOAN ASSOCIATION, A MUTUAL SAVINGS BANK, OR A STATE OR
FEDERAL CREDIT UNION), TRUST COMPANY OR MORTGAGE COMPANY (INCLUDING WITHOUT
LIMITATION,
4
ANY START-UP OR OTHER FINANCIAL INSTITUTION, TRUST COMPANY OR MORTGAGE COMPANY)
THAT COMPETES WITH PACIFIC IN THE STATES OF WASHINGTON AND/OR OREGON (THE
"RESTRICTED AREA").
13.)
ENFORCEMENT.
A)
PACIFIC AND EXECUTIVE STIPULATE THAT, IN LIGHT OF ALL OF THE FACTS AND
CIRCUMSTANCES OF THE RELATIONSHIP BETWEEN EXECUTIVE AND PACIFIC, THE AGREEMENTS
REFERRED TO IN SECTIONS H) AND I) (INCLUDING WITHOUT LIMITATION THEIR SCOPE,
DURATION AND GEOGRAPHIC EXTENT) ARE FAIR AND REASONABLY NECESSARY FOR THE
PROTECTION OF PACIFIC'S CONFIDENTIAL INFORMATION, GOODWILL AND OTHER PROTECTABLE
INTERESTS.
IF A COURT OF COMPETENT JURISDICTION SHOULD DECLINE TO ENFORCE ANY
OF THOSE COVENANTS AND AGREEMENTS, EXECUTIVE AND PACIFIC REQUEST THE COURT TO
REFORM THESE PROVISIONS TO RESTRICT EXECUTIVE'S USE OF CONFIDENTIAL INFORMATION
AND EXECUTIVE'S ABILITY TO COMPETE WITH PACIFIC TO THE MAXIMUM EXTENT, IN TIME,
SCOPE OF ACTIVITIES AND GEOGRAPHY, THE COURT FINDS ENFORCEABLE.
B)
EXECUTIVE ACKNOWLEDGES THAT PACIFIC WILL SUFFER IMMEDIATE AND IRREPARABLE
HARM THAT WILL NOT BE COMPENSABLE BY DAMAGES ALONE, IF EXECUTIVE REPUDIATES OR
BREACHES ANY OF THE PROVISIONS OF SECTIONS H) AND I) OR THREATENS OR ATTEMPTS TO
DO SO. FOR THIS REASON, UNDER THESE CIRCUMSTANCES, PACIFIC, IN ADDITION TO AND
WITHOUT LIMITATION OF ANY OTHER RIGHTS, REMEDIES OR DAMAGES AVAILABLE TO IT AT
LAW OR IN EQUITY, WILL BE