exv10w3



 






EXHIBIT 10.3







February 1, 2006




Don R. Judson




Dear Don:



We are pleased to extend to you an offer to join the West Coast Bank team. Your anticipated start
date is subject to the successful acquisition of Mid-Valley Bank. The following offer will be void
should the merger be cancelled for any reason.





	 	1.	 	Employment Period. You will be employed for 90 days from the date of the
closing. Upon your completion of this 90-day period, your employment will
be considered to have terminated “for reasons other than death, Disability or
retirement” for purposes of Section 2.5 of your Salary Continuation
Agreement with Mid-Valley Bank.
	 
	 	2.	 	Title. You will be employed as Manager of Business Development. You
will have such specific duties as shall be assigned by our President and CEO
which duties shall be similar to those for Business Development Officers in
comparable-sized banks.
	 
	 	3.	 	Salary. Your total compensation for the 90-day period will be $32,754. This
will be paid out to you in installments, less applicable withholding, at West
Coast Bank’s regular pay dates (the 15th and the last day of the month) with
the first and last payments prorated as necessary. The final payment will be
made on the last day of your employment.
	 
	 	4.	 	Noncompetition; Nonsolicitation; Confidentiality. You will continue to be
subject to the noncompete and confidentiality provisions of Section 2 of your
employment agreement with Mid-Valley Bank, except that:






	 	(a)	 	The restricted territory will be Clackamas and Marion Counties, Oregon;





 









 





	 	(b)	 	You will be subject to the following nonsolicitation restrictions:






	 	(1)	 	You will not, directly or indirectly, either on behalf of yourself or competitors of Mid-Valley Bank or West Coast Bank and their affiliates (“the Banks”):






	 	(A)	 	Solicit any client or prospective client of the Banks;
	 
	 	(B)	 	Otherwise encourage or entice any client or prospective client of either of the Banks to reduce or refrain from doing business with either of the Banks;
	 
	 	(C)	 	Interfere with or damage any relationship between either of the Banks and their customers; or
	 
	 	(D)	 	Employ or seek to employ any employee of either of the Banks or encourage or entice any such employee to leave such employment.






	 	(2)	 	These nonsolicitation restrictions will be effective from the
date you sign this letter until one year from the date your
employment with West Coast Bank ends;
	 
	 	(3)	 	If West Coast Bank pursues injunctive relief for a breach of
Section 2.5 as modified under this Item 4, it may do so without posting bond or other security; and
	 
	 	(4)	 	If any of the provisions of this Item 4 are held to be
unenforceable under applicable law, they will be modified to
the extent required to make them enforceable.






	 	 	 	In consideration for these commitments, we will pay you $65,508 (equal to
six months salary). This will be paid to you in a lump-sum payment, less
applicable withholding, one year from the date of your last day of
employment with West Coast Bank. This payment will be forfeited
if: (a) you voluntarily terminate your employment before the end of the
90-day employment period; (b) West Coast Bank terminates your
employment for cause; or (c) you violate any of the provisions of this Item 4.
	 
	 	5.	 	Retiree Health Benefits. You will be eligible for retiree coverage under
West Coast Bank’s group health plan for yourself, your spouse and
dependents which coverage shall be the same for Bank officers.
	 
	 	6.	 	Vacation/Sick Time. You will not accrue any vacation or sick time during
your 90-day employment period.





 









 





	 	7.	 	Current Agreement Superseded. Upon the closing of the merger, this offer
letter will become our employment agreement and will supersede the
employment agreement you have with Mid-Valley Bank, except for Section 2
as discussed in Item 4 above. As an employee of West Coast Bank, you will
be subject to the policies of the Bank and West Coast Bancorp.




You understand that no other representations or commitments have been made concerning our
offer to you. Please initial here  D 



If the terms of this offer are agreeable to you, please sign and date the bottom of this
letter and return it to me at P.O. Box 428, Salem, Oregon or by fax at 503-399-2926. Please keep a copy for your
records. You may contact me at 503-598-3242 if you have any questions, concerns or comments
regarding this offer and to determine your start date.



Don, we feel that you have a great deal to contribute to this company, and we look forward to
having you on the West Coast Bank team.



Sincerely,



/s/ Cyndi
Sparacio


Cyndi Sparacio

EVP/HR Director



Terms subject to the successful acquisition of Mid-Valley Bank. In addition, this offer is null
and void if you violate any of the noncompete/nonsolicitation/confidentiality provisions stated
in Item 4 above before the acquisition closing date.




	 	 	 
	Terms of Offer Accepted:

	 	/s/ Don R. Judson
	 

	 	 
	 

	 	Don R. Judson
	 
	 	 
	 

	 	2/1/06
	 

	 	 
	 

	 	Date






	 	 	 
	cc:

	 	Robert Sznewajs/President and CEO