all Pacific Continental common stock, or

EX-10.4 7 v13278orexv10w4.txt EXHIBIT 10.4 EXHIBIT 10.4 DIRECTOR RESIGNATION AGREEMENT This Director Resignation Agreement ("RESIGNATION 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 corporation (the "Bank") and the undersigned, each of whom is a director ("DIRECTOR") of NWB and/or the Bank. RECITAL In connection with the Plan and Agreement of Merger (the "MERGER AGREEMENT") dated as of the date hereof, whereby, among other things, NWB will merge with and into PCBK and the Bank will merge with and into PCBK's subsidiary, Pacific Continental Bank (the "TRANSACTION"), each Director hereby agrees as follows: AGREEMENT 1. RESIGNATION. Each Director hereby tenders his or her resignation from the Boards of Directors of NWB and/or the Bank, as the case may be, effective only upon the closing of the Transaction. 2. MISCELLANEOUS. a. Counterparts. This Resignation Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same document. b. Governing Law. This Resignation Agreement will be deemed a contract made under, and for all purposes will be construed in accordance with, the laws of the State of Oregon. SIGNATURES ON NEXT PAGE This Director Resignation Agreement is signed as of August 17, 2005.