Unassociated Document


    
      

      
EXHIBIT
99.1

    


    EMPLOYMENT
AGREEMENT

    FOR

    ROBERT
D. SZNEWAJS

    


    Effective
Date:  January 1, 2011

    


    West
Coast Bancorp

    and

    West
Coast Bank

     

    
      

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  Section
      1

                	
                  The
      Parties

                	
                  1

                
	 
      	 
      	 
      
	
                  Section
      2

                	
                  Term

                	
                  1

                
	 
      	 
      	 
      
	
                  Section
      3

                	
                  Position

                	
                  1

                
	 
      	 
      	 
      
	
                  Section
      4

                	
                  Duties

                	
                  1

                
	 
      	 
      	 
      
	
                  Section
      5

                	
                  Time
      Commitment; Outside Activities

                	
                  2

                
	 
      	 
      	 
      
	
                  Section
      6

                	
                  Compensation

                	
                  2

                
	 
      	 
      	 
      
	
                  Section
      7

                	
                  Grounds
      for Termination of Employment

                	
                  4

                
	 
      	 
      	 
      
	
                  Section
      8

                	
                  Payments
      Upon Termination

                	
                  7

                
	 
      	 
      	 
      
	
                  Section
      9

                	
                  Severance
      Benefits

                	
                  7

                
	 
      	 
      	 
      
	
                  Section
      10

                	
                  Termination
      Upon Change In Control

                	
                  11

                
	 
      	 
      	 
      
	
                  Section
      11

                	
                  Effect
      of Termination on Other Positions

                	
                  12

                
	 
      	 
      	 
      
	
                  Section
      12

                	
                  No
      Mitigation or Offset

                	
                  12

                
	 
      	 
      	 
      
	
                  Section
      13

                	
                  Confidentiality

                	
                  12

                
	 
      	 
      	 
      
	
                  Section
      14

                	
                  Assistance
      with Claims

                	
                  13

                
	 
      	 
      	 
      
	
                  Section
      15

                	
                  General
      Provisions

                	
                  14

                
	 
      	 
      	 
      
	
                  Signatures

                	
                    
      

                	
                  16

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EMPLOYMENT
AGREEMENT

    


    Effective
Date:  January 1, 2011

    


    
      	
              1.

            	
              The
      Parties. 
      This Employment Agreement (the “Agreement”) is made by and
      among:

            


    

    


    
      	
               
      

            	
              (a)

            	
              WEST COAST
      BANCORP (“Bancorp”) and WEST COAST BANK (the “Bank”), (collectively
      the “Company”); and

            


    

     

    
      	
               
      

            	
              (b)

            	
              ROBERT
      D. SZNEWAJS (the “Executive”).

            


    

     

    
      	
              2.

            	
              Term.  The
      Company employs the Executive for a three-year term beginning effective as
      of January 1, 2011, and expiring on December 31, 2013,
      subject to earlier termination under the terms and conditions of this
      Agreement.

            


    

    


    
      	
              3.

            	
              Position.

            


    

    


    
      	
               
      

            	
              (a)

            	
              CEO and
      President.  The Executive’s title will be Chief Executive
      Officer and President of Bancorp.  At the discretion of the
      Board of Directors of Bancorp, the Executive shall also be the Chief
      Executive Officer and/or President of the
Bank.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Directorship.  Subject
      to shareholder approval as required, the Executive will serve as a
      director of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Bancorp
      and the Bank; and

            


    

    


    
      	
               
      

            	
              (2)

            	
              Such
      of their subsidiaries and affiliated companies as the Company may
      designate from time to time.

            


    

    


    
      	
              4.

            	
              Duties.  The
      Executive shall:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Use
      his best efforts to faithfully and efficiently
  perform—

            


    

    


    
      	
               
      

            	
              (1)

            	
              Those
      duties that are specified for the Executive’s position in the Company’s
      bylaws and other governing documents;
and

            


    

    


    
      	
               
      

            	
              (2)

            	
              Any
      additional duties consistent with the Executive’s position as may be
      reasonably designated from time to time by the Company’s Board of
      Directors, either with or without additional
  compensation;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Report
      directly to the Board of Directors of Bancorp and the Bank, as
      applicable; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              Comply
      with the Company’s employment policies, procedures and practices that
      apply to other senior executives.  However, if there is a
      conflict between those policies, procedures and practices and the terms
      and conditions of this Agreement, this Agreement shall
      control.

            


    

    
       

      
        
PAGE
1  EMPLOYMENT AGREEMENT

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              5.

            	
              Time Commitment;
      Outside Activities.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Except
      as provided in subsection (b) below, the Executive shall devote his
      full working time, attention and talents to performing his duties under
      Section 4.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Executive may engage in civic, community, investment and outside business
      activities provided they:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Do
      not interfere with his duties under Section 4;
  and

            


    

    


    
      	
               
      

            	
              (2)

            	
              Are
      either:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Allowed
      under the Company’s Governance Policy as in effect at the time;
      or

            


    

     

    
      	
               
      

            	
              (B)

            	
              Expressly
      approved in advance by Bancorp’s or the Bank’s Board of Directors, as
      applicable.

            


    

     

    
      	
              6.

            	
              Compensation.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Salary.  The
      Executive will receive an annual salary of $420,000, payable in accordance
      with the Company’s regular payroll schedule and
  practices.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Bonus.  The
      Executive’s targeted annual bonus will be 50 percent of his annual
      salary.  The actual bonus amount for any year will be determined
      by the Committee in its discretion under subsection (k)
      below.

            


    

    


    
      	
               
      

            	
              (c)

            	
              SERP.  The
      Executive shall receive retirement benefits under the terms and conditions
      of the Supplemental Executive Retirement Plan as restated
      January 1, 2011.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Incentive
      Awards.  The Executive shall not receive any stock option
      or restricted stock awards during the term of this
    Agreement.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Deferred
      Compensation.  The Executive shall be entitled to
      participate in any deferred compensation plan or program available to the
      Company’s senior executives.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Employee
      Benefits.  To the extent allowed by law and regulations,
      the Executive shall participate in all pension benefit plans, welfare
      benefit plans, insurance plans or programs and other fringe benefit plans
      or programs the Company has in effect for its employees and other senior
      executives.

            


    

     

    
      

    

    PAGE
2  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (g)

            	
              Vacation.

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Executive shall be entitled to four weeks of paid vacation each calendar
      year in addition to all holidays observed by the
  Company.

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      Executive’s ability to carry over unused vacation time to a subsequent
      year and the minimum amount of vacation the Executive is required to take
      each year shall be determined under the Company’s policies and practices
      as then in effect for its senior
executives.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Fringe
      Benefits.  The Executive shall receive such other fringe
      benefits and perquisites as are provided to the Company’s senior
      executives.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Business
      Expenses.  The Company shall reimburse the Executive, in
      accordance with the Company’s policies and procedures applicable to senior
      executives, for all reasonable expenses incurred by him in the performance
      of his duties.

            


    

    


    
      	
               
      

            	
              (j)

            	
              No Board
      Fees.  The Executive shall not receive any additional
      compensation for serving on the Board of Directors of Bancorp, the Bank or
      any of their subsidiaries or affiliated
  companies.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Annual
      Review.  The Committee shall review the Executive’s
      compensation annually as follows:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      review shall determine:

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      amount of the annual bonus, if any, for the previous year;
    and

            


    

     

    
      	
               
      

            	
              (B)

            	
              Whether
      any other benefit increases or additional benefits
      are warranted.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      making its determinations under paragraph (1) above, the Committee
      shall take into account the reasonableness of the Executive’s overall
      compensation package (for example, determining whether providing an
      additional benefit should offset increases in other types of
      compensation); and

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Executive will have the opportunity to meet with the Chair of the
      Committee reasonably in advance of each of the Committee’s annual meetings
      under this subsection.

            


    

     

    
      

    

    PAGE
3  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Grounds
      for Termination of Employment.  The
      Executive’s employment may be terminated for any of the following
      reasons:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Termination by the Company for
      Cause.  The Company may terminate the Executive’s
      employment for cause as follows—

            


    

    


    
      	
               
      

            	
              (1)

            	
              “Cause”
      means any of the following
circumstances:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Embezzlement,
      dishonesty or other fraudulent acts involving the Company or the Company’s
      business operations;

            


    

    


    
      	
               
      

            	
              (B)

            	
              Material
      breach of Section 13 of this
Agreement;

            


    

    


    
      	
               
      

            	
              (C)

            	
              Conviction
      (whether entered upon a verdict or a plea, including a plea of no contest)
      on any felony charge or on a misdemeanor reflecting upon the Executive’s
      honesty;

            


    

    


    
      	
               
      

            	
              (D)

            	
              An
      act or omission that materially injures the Company’s reputation, business
      affairs or financial condition, if that injury could have been reasonably
      avoided by the Executive; or

            


    

    


    
      	
               
      

            	
              (E)

            	
              Failure
      or refusal of the Executive to substantially perform his duties to the
      Company (except during a period of disability that does not exceed the
      maximum allowable under subsection (f)(1) below), including willful
      misfeasance or gross negligence in the performance of those duties or
      willful disregard of the lawful directives of the Board; provided,
      however, that the Executive is first
given—

            


    

    


    
      	
               
      

            	
              (i)

            	
              Written
      notice by the Committee specifying in detail the performance issues;
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              A
      reasonable opportunity to cure the issues specified in
      the notice.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Limitations.  The
      Company may not terminate the Executive’s employment for cause
      unless:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Two-thirds
      of Bancorp’s Board of Directors determine that cause exists based upon
      substantial evidence (that is, proof by a preponderance of the evidence,
      clear and convincing evidence or beyond a reasonable doubt is not
      required);

            


    

    


    
      	
               
      

            	
              (B)

            	
              The
      Executive is given reasonable notice of the Board meeting called to make
      that determination; and

            


    

    


    
      	
               
      

            	
              (C)

            	
              The
      Executive and the Executive’s legal counsel are given the opportunity to
      address that meeting.

            


    

     

    
      

    

    PAGE
4  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Termination by the Company
      without Cause.  The Company may terminate the Executive’s
      employment without cause for any reason or for no
  reason.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Termination by the Executive
      for Good Reason.  Subject to the limitations in
      paragraph (2) below, the Executive may terminate his employment for
      good reason as follows—

            


    

    


    
      	
               
      

            	
              (1)

            	
              “Good
      Reason” means any one or more of the following conditions that
      occur without the Executive’s express written
  consent:

            


    

    


    
      	
               
      

            	
              (A)

            	
              A
      material reduction in the Executive’s
salary;

            


    

    


    
      	
               
      

            	
              (B)

            	
              A
      material diminution in the Executive’s authority, duties or
      responsibilities (including requiring the Executive to report to a
      corporate officer instead of Bancorp’s Board of
  Directors);

            


    

    


    
      	
               
      

            	
              (C)

            	
              A
      material diminution of the budget over which the Executive retains
      authority;

            


    

    


    
      	
               
      

            	
              (D)

            	
              A
      relocation or transfer of the Executive’s place of employment to an office
      or location that is more than 35 miles from the Executive’s then current
      place of employment; or

            


    

    


    
      	
               
      

            	
              (E)

            	
              Any
      other action or inaction that constitutes a material breach of this
      Agreement by the Company.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Limitations.  Generally,
      the Executive may not terminate his employment for Good Reason
      unless:

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      termination occurs within two years of the date of the initial existence
      of the condition constituting Good
Reason;

            


    

    


    
      	
               
      

            	
              (B)

            	
              The
      Executive gives the Company notice of the existence of the Good Reason
      condition within 90 days of its initial existence;
  and

            


    

    


    
      	
               
      

            	
              (C)

            	
              The
      Company has a reasonable opportunity of at least 30 days in which to cure
      the condition.  The Company is not required to pay severance
      benefits under Section 9 during this correction
    period.

            


    

    


    If the
Executive fails to comply with subparagraph (A) or (B) above, the
Executive’s termination of employment will be considered a termination for Good
Cause under this Agreement only if the Executive and Bancorp agree that, under
the facts and circumstances, the Executive’s termination of employment qualifies
as a “separation from service for good reason” for purposes of Internal Revenue
Code § 409A.

     

    
      

    

    PAGE
5  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              Termination by the Executive
      without Good Reason.  The Executive may voluntarily
      terminate employment without good reason upon at least 60 days’ prior
      written notice to the Company.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Death. This Agreement
      will terminate immediately upon the Executive’s
  death.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Disability.  The
      Company may terminate this Agreement upon the Executive’s disability as
      follows:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      disability must continue for
either:

            


    

    


    
      	
               
      

            	
              (A)

            	
              90
      consecutive calendar days; or

            


    

     

    
      	
               
      

            	
              (B)

            	
              180
      calendar days in any 12 consecutive month
  period.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Disability
      will be determined by a physician selected by the Company with the
      Executive’s consent, which consent cannot be
      unreasonably withheld.

            


    

    


    
      	
               
      

            	
              (3)

            	
              For
      purposes of paragraphs (1) and (2) above, “disability” means any
      physical or mental condition which renders the Executive unable to
      perform, with reasonable accommodations that do not cause an undue
      hardship to the Company, his essential job functions under
      this Agreement.

            


    

    


    
      	
               
      

            	
              (4)

            	
              If
      the Company terminates this Agreement for disability under facts and
      circumstances that do not satisfy the requirement of paragraphs (1),
      (2) and (3) above, the termination shall be treated as a termination
      without cause.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Separation from
      Service.  For purposes of this Agreement, the Executive
      will have a termination of employment only if
  either:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Company and the Executive reasonably anticipate that the Executive will
      not render any services to the Company after the date of termination under
      this Agreement; or

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      Company and the Executive agree that the Executive will continue to
      provide bona fide services to the Company (either as an employee or an
      independent contractor) after the date of termination of employment under
      this Agreement, but only if those services do not rise to such a level
      that the termination of the Executive’s employment under this Agreement
      would no longer qualify as a “separation from service” for purposes of
      Internal Revenue
Code § 409A.

            


    

     

    
      

    

    PAGE
6  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              8.

            	
              Payments
      Upon Termination.  Regardless
      of the reason for the termination, compensation and benefits earned or
      accrued through the date of the termination of the Executive’s employment
      will be paid as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      following amounts will be paid within the time required by the Oregon wage
      and hour laws:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Salary
      earned through the date of termination;
and

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      bonus for the year before the year in which the termination occurs to the
      extent unpaid as of the date of
termination;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Business
      expenses reimbursable under this Agreement that were incurred though the
      date of termination will be paid as soon as administratively feasible, but
      in no event later than 60 days following the termination date;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Employee
      benefits and other fringe benefits accrued through the date of termination
      will be paid in accordance with the terms and conditions of the applicable
      plan or arrangement.

            


    

     

    
      	
              9.

            	
              Severance
      Benefits.  If the
      Executive’s employment is terminated by the Company without cause or by
      the Executive for Good Reason, the Company will pay the Executive the
      following severance benefits in addition to the payments under Section
      8:

            


    

     

    
      	
               
      

            	
              (a)

            	
              At
      the times specified in paragraph (5) below, the Company will pay the
      Executive a total payment equal to the sum of the amounts determined under
      paragraphs (1), (2), (3) and
      (4) below.

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      product of:

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      Executive’s annual base salary as in effect on the date
      of termination,

            


    

     

    multiplied by

     

    
      	
               
      

            	
              (B)

            	
              The
      number of days from the date of termination through
      December 31, 2013, divided by
365.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      annualized amount of the bonus the Executive earned through the date of
      termination for the year in which the termination occurred, to the extent
      unpaid.  For this purpose, the amount of the bonus earned will
      be determined by the extent to which the Executive, as of the date of
      termination, was on track for achieving the bonus measurement criteria for
      the year in which the termination
occurred.

            


    

     

    
      

    

    PAGE
7  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (3)           The
product of:

     

    
      	
               
      

            	
              (A)

            	
              The
      average of—

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      actual bonus paid or payable for the year before the year in which the
      termination occurs; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      bonus amount determined under paragraph (2)
  above,

            


    

     

    multiplied
by

     

    
      	
               
      

            	
              (B)

            	
              The
      number of days from January 1 of the year following the year in which the
      termination occurred, through December 31, 2013, divided by
      365.

            


    

     

    
      	
               
      

            	
              (4)

            	
              An
      amount equal to the sum of the Executive’s “deemed matching contribution”
      (as determined under subparagraph (B) below) and the Executive’s
      “deemed profit-sharing contribution” (as determined under
      subparagraph (C) below).

            


    

     

    
      	
               
      

            	
              (A)

            	
              For
      purposes of determining the Executive’s deemed matching and profit-sharing
      contributions, the Executive’s “deemed 401(k) Plan compensation” will
      be the total amount payable under subsection (a)(1), (2) and (3)
      above, but limited to the maximum amount allowable under the 401(k) Plan’s
      definition of “compensation” as in effect at that
  time;

            


    

     

    
      	
               
      

            	
              (B)

            	
              The
      deemed matching contributions will be determined
      as follows—

            


    

     

    
      	
               
      

            	
              (i)

            	
              First,
      the Executive’s “deemed elective deferral contributions” will be
      determined by multiplying the Executive’s deemed 401(k) Plan compensation
      under subparagraph (A) above by the lesser
  of:

            


    

     

    
      	
               
      

            	
              (I)

            	
              The
      deferral percentage the Executive had in effect under the 401(k) Plan
      on the date of termination; or

            


    

     

    
      	
               
      

            	
              (II)

            	
              The
      maximum deferral percentage allowed by the 401(k) Plan for highly
      compensated employees (if applicable to the Executive) for the plan year
      in which termination occurs, if that percentage has been determined by the
      date of termination;

            


    

     

    
      
PAGE
8  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              Second,
      the deemed matching contribution formula will be applied to the amount of
      the deemed elective deferral contributions as calculated under
      clause (i) above, to determine the amount of the deemed matching
      contributions.  For this purpose, the “deemed matching
      contribution formula” is:

            


    

     

    
      	
               
      

            	
              (I)

            	
              The
      401(k) Plan’s matching contribution formula for the plan year in
      which the termination occurs; or

            


    

     

    
      	
               
      

            	
              (II)

            	
              If
      that formula has not been determined by the date of termination, the
      formula for the previous plan year;
and

            


    

     

    
      	
               
      

            	
              (C)

            	
              The
      deemed profit-sharing contributions will be determined by multiplying the
      Executive’s deemed 401(k) Plan compensation under
      subparagraph (A) above by—

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      actual bonus paid or payable for the bonus computation year that ended
      before the bonus computation year in which the termination occurs;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      annualized amount of the bonus the Executive earned, determined as of the
      end of the month in which the termination occurs, for the bonus
      computation year in which the termination occurs;
  and

            


    

     

    
      	
               
      

            	
              (5)

            	
              The
      portion of the Executive’s separation pay that does not exceed the maximum
      409A separation pay limit, shall be paid to the Executive in a lump-sum
      payment as soon as administratively feasible after the date of
      termination, but in no event later than 15 business days after the date of
      termination.  The portion of the Executive’s separation pay that
      exceeds the maximum 409A separation pay limit will be paid to the
      Executive in a lump-sum payment on the first business day of the seventh
      month following the date of termination (or, if sooner, no later than 15
      business days after the Executive’s death).  The following
      definitions apply for purposes of this
  paragraph:

            


    

     

    
      	
               
      

            	
              (A)

            	
              “Separation pay” means
      the amount payable under subsection (a) above, reduced, to the extent
      required by Internal Revenue Code § 409A, by amounts payable
      under subsections (c) and
(d) below.

            


    

     

    
      	
               
      

            	
              (B)

            	
              “Maximum 409A separation pay
      limit” means two times the
  lesser of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Executive’s annualized base salary for the year of termination;
      or

            


    

     

    
      

    

    PAGE
9  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              The
      maximum amount that may be taken into account as includible compensation
      under a qualified retirement plan pursuant to Internal Revenue Code
      § 401(a)(17) for the year in which the termination
      occurs.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      the date of termination—

            


    

     

    
      	
               
      

            	
              (1)

            	
              All
      stock options held by the Executive that are not otherwise vested as of
      that date shall become immediately vested and exercisable notwithstanding
      any vesting provisions in the grant of those options;
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              Any
      restrictions on the restricted stock held by the Executive shall
      immediately lapse.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Company shall provide the Executive and his spouse with continued group
      health plan coverage (medical, dental and vision) as
    follows:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Coverage
      shall continue until whichever of the following occurs
    first:

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      date the Executive qualifies for group health plan coverage provided by a
      subsequent employer; or

            


    

     

    
      	
               
      

            	
              (B)

            	
              December
      31, 2013.

            


    

     

    
      	
               
      

            	
              (2)

            	
              During
      the continuation period, the Company shall continue to pay the employer
      portion of the premiums for coverage under its group health plans, except
      as provided under paragraph (3)
below.

            


    

     

    
      	
               
      

            	
              (3)

            	
              If
      the Company reasonably determines that the Executive cannot participate in
      the Company’s group health plans because he is no longer actively
      performing services for the Company, the Company will pay the COBRA
      coverage premiums for group health plan coverage for the Executive and his
      spouse.  If the COBRA continuation coverage period expires
      before the benefits continuation period specified in paragraph (1)
      above, the Company shall pay for the balance of the period remaining under
      paragraph (1) above, the premiums for a conversion or portability
      policy obtained by the Executive.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Bank agrees that, at each time it renews its group health plan coverage
      during the Executive’s lifetime, it will request its insurance carrier to
      extend the group health plan’s coverage to the Executive or to a group of
      the Bank’s retired executives that includes the Executive, provided this
      executive retiree coverage:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Does
      not adversely affect the premiums for the Bank’s
      active employees;

            


    

     

    
      

    

    PAGE
10  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (B)

            	
              Does
      not otherwise increase the Bank’s costs of providing group health plan
      coverage;

            


    

    


    
      	 	
              (C) 

            	
              Is
      paid for solely by the retired executives;
and

            


    

    


    
      	
               
      

            	
              (D)

            	
              Such
      an arrangement is in compliance with applicable law as in effect at that
      time.

            


    

    


    If, in
the future, the Bank’s group health plan coverage is provided under an
arrangement other than a group insurance policy issued by a commercial insurance
carrier, the executive retiree coverage described above shall be offered under
such arrangement to the extent feasible, subject to the conditions of
subparagraphs (A), (B), (C) and (D) above.

    


    
      	
               
      

            	
              (d)

            	
              The
      Company shall provide the Executive with group life insurance coverage at
      the same level as is in effect on the date of termination until whichever
      of the following first occurs:

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      date the Executive qualifies for group life insurance coverage provided by
      a subsequent employer; or

            


    

     

    
      	
               
      

            	
              (2)

            	
              December
      31, 2013.

            


    

     

    
      	
              10.

            	
              Termination Upon
      Change In Control.

            


    

     

    
      	
               
      

            	
              (a)

            	
              If Covered by C-I-C
      Agreement.  If
      the Executive’s employment terminates under circumstances that qualify as
      a “Termination Event” as defined in the Change In Control Agreement dated
      December 30, 2008, between the Company and the Executive, as amended,
      (the “C-I-C Agreement”), the Executive
    will receive:

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      payments payable under Section 8 of this Agreement;
    and

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      severance benefits payable in accordance with the terms and conditions of
      the C-I-C Agreement in lieu of those payable under Section 9 of
      this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If Not Covered by C-I-C
      Agreement.  If the Executive’s employment terminates
      under circumstances that do not qualify as a “Termination Event” as
      defined in the C-I-C Agreement (e.g., because the change in
      beneficial ownership is not large enough to qualify as a change in control
      as defined under the C-I-C Agreement or because the termination
      occurs after the period of time covered by that agreement), the
      compensation and benefits payable to the Executive upon termination of
      employment will be determined solely under
      this Agreement.

            


    

     

    
      

    

    PAGE
11  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              11.

            	
              Effect
      of Termination on Other Positions. 
      If, on the date of the termination of his employment with the Company, the
      Executive is a member of the Board of Directors of the Company or any of
      its subsidiaries or affiliates, or holds any other position with the
      Company or any of its subsidiaries or affiliates, the Executive shall be
      deemed to have resigned from all of those positions as of the date of his
      termination of employment.  The Executive shall sign such
      documents and take such actions as the Company may request to effect those
      resignations.

            


    

     

    
      	
              12.

            	
              No
      Mitigation or Offset.  Upon
      the termination of his employment, the Executive shall be under no
      obligation to seek other employment.  Any remuneration the
      Executive receives from any subsequent employment he may obtain shall not
      offset any amounts due the Executive under this
  Agreement.

            


    

     

    
      	
              13.

            	
              Confidentiality.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Nondisclosure.  The
      Executive shall not use or disclose any confidential information (as
      defined in subsection (c) below), either during or following the term
      of this Agreement, except as required by the Executive’s duties under this
      Agreement or as otherwise allowed under subsection (b)
    below.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Exceptions.  The
      nondisclosure obligation under subsection (a) above does not apply to
      any use or disclosure that is:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Made
      with Bancorp’s prior written
consent;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Required
      by a court order or a subpoena from a government agency (provided,
      however, that the Executive must first provide Bancorp with reasonable
      notice of the court order or subpoena in order to allow Bancorp the
      opportunity to contest the requested disclosure);
  or

            


    

    


    
      	
               
      

            	
              (3)

            	
              Of
      confidential information that has been previously disclosed to the public
      by the Company or is in the public domain (other than by reason of
      Executive’s breach of this
Agreement).

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Confidential
      Information” means any of the Company’s (or its subsidiaries’ or
      affiliates’) trade secrets, customer or prospects lists, information
      regarding product development, marketing plans, sales plans, strategic
      plans, projected acquisitions or dispositions, management agreements,
      management organization information (including data and other information
      relating to members of the Board and management), operating policies or
      manuals, business plans, purchasing agreements, financial records, other
      similar financial, commercial, business or technical information or any
      information that the Company or any of its subsidiaries or affiliates has
      received from its service providers, other vendors or customers that these
      third parties have designated as confidential
      or proprietary.

            


    

     

    
      

    

    PAGE
12  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              Injunctive Relief and Other
      Remedies.  The Executive acknowledges and agrees that the
      nondisclosure obligation under subsection (a) above relates to special,
      unique and extraordinary matters and that a breach of that obligation will
      cause the Company irreparable injury for which adequate remedies are not
      available at law.  Therefore, Executive agrees
    that:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Company shall be entitled to an injunction, restraining order or such
      other equitable relief (without the requirement to post bond) restraining
      Executive from committing any breach or threatened breach of the
      nondisclosure obligation under subsection (a)
  above;

            


    

    


    
      	
               
      

            	
              (2)

            	
              If
      the Company is required to post a bond in order to secure an injunction or
      other equitable remedy, that bond shall be no more than a nominal amount;
      and

            


    

    


    
      	
               
      

            	
              (3)

            	
              These
      injunctive remedies are cumulative and are in addition to any other rights
      and remedies the Company may have at law or in
  equity.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Survival.  This
      section shall survive the termination of the
      Executive’s employment.

            


    

    


    
      	
              14.

            	
              Assistance with
      Claims.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Executive agrees that, both during and after his employment with the
      Company, he will:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Assist
      the Company and its subsidiaries and affiliates in the defense of any
      claims, or potential claims that may be made or threatened to be made
      against any of them in any action, suit or proceeding, whether civil,
      criminal, administrative or investigative (a
  “Proceeding”);

            


    

     

    
      	
               
      

            	
              (2)

            	
              Assist
      the Company and its subsidiaries and affiliates in the prosecution of any
      claims that may be made by the Company or any subsidiary or affiliate in
      any Proceeding, to the extent that such claims relate to the Executive’s
      employment or the period of Executive’s employment with the
      Company;

            


    

     

    
      	
               
      

            	
              (3)

            	
              Unless
      precluded by law, promptly notify the Company if he is asked to
      participate (or otherwise become involved) in any Proceeding involving
      such claims or potential claims;
and

            


    

     

    
      	
               
      

            	
              (4)

            	
              Unless
      precluded by law, promptly notify the Company if he is asked to assist in
      any investigation (whether governmental or private) of the Company or any
      of its subsidiaries or affiliates (or their actions), regardless of
      whether a lawsuit has then been filed against the Company or any
      subsidiary or affiliate with respect to that
  investigation.

            


    

     

    
      
PAGE
13  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              The
      Company agrees to reimburse the Executive for all of his reasonable
      out-of-pocket expenses associated with the assistance he renders under
      this section, including travel expenses and any reasonable attorneys’ fees
      and expenses, and shall pay the Executive a reasonable per diem fee for
      his services.

            


    

     

    
      	
              15.

            	
              General
      Provisions.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Applicable
      Law.

            


    

     

    
      	
               
      

            	
              (1)

            	
              This
      Agreement shall be construed and its validity determined according to the
      laws of the State of Oregon, other than its law regarding conflicts of law
      or choice of law.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Any
      dispute arising out of this Agreement must be brought in either Clackamas
      County or Multnomah County, Oregon, and the parties will submit to
      personal jurisdiction in either of those
  counties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Arbitration.  Any
      dispute or claim arising out of or brought in connection with this
      Agreement, other than a claim by the Company under Section 13, shall
      be submitted to final and binding arbitration as
  follows:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Before
      proceeding to arbitration, the parties shall first attempt, in good faith,
      to resolve the dispute or claim by informal meetings and discussions
      between them and/or their attorneys.  The Chairman of the Board
      will act on behalf of the Company at these meetings and
      discussions.  This informal dispute resolution process will be
      concluded within 30 days or such longer or shorter period as may be
      mutually agreed by the parties.

            


    

    


    
      	
               
      

            	
              (2)

            	
              After
      exhausting the informal dispute resolution process under
      paragraph (1) above, upon the request of any party, the matter will
      be submitted to and settled by arbitration under the rules then in effect
      of the American Arbitration Association (or under any other form of
      arbitration mutually acceptable to the parties involved).  Any
      award rendered in arbitration will be final and will bind the parties, and
      a judgment on it may be entered in the highest court of the forum having
      jurisdiction.  The arbitrator will render a written decision,
      naming the substantially prevailing party in the action and, subject to
      subsection (c) below, will award such party all costs and expenses
      incurred, including reasonable attorneys’
fees.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Attorneys’
      Fees.

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      any breach of or default under this Agreement results in either party
      incurring attorneys’ or other fees, costs or expenses (including those
      incurred in an arbitration), the substantially prevailing party is
      entitled to recover from the non-prevailing party its reasonable legal
      fees, costs and expenses, including attorneys’ fees and the costs of the
      arbitration, except as provided in paragraph (2)
    below.

            


    

     

    
      

    

    PAGE
14  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              If
      the Executive is not the substantially prevailing party, the Executive
      shall be liable to pay the Company under paragraph (1) above only if
      the arbitrator determines that:

            


    

     

    
      	
               
      

            	
              (A)

            	
              There
      was no reasonable basis for the Executive’s claim (or the Executive’s
      response to the Company’s claim);
or

            


    

     

    
      	
               
      

            	
              (B)

            	
              The
      Executive engaged in unreasonable delay, failed to comply with a discovery
      order or otherwise acted in bad faith in
    the arbitration.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Either
      party shall be entitled to recover any reasonable attorneys’ fees and
      other costs and expenses it incurs in enforcing or collecting an
      arbitration award.

            


    

     

    
      	
               
      

            	
              (4)

            	
              If
      an award under this section is made to the Executive, and accountants or
      tax counsel selected by the Company with the Executive’s consent (which
      shall not be unreasonably withheld) determine that the award is includible
      in the Executive’s gross income, the Company shall also pay the Executive
      a gross-up payment to offset the taxes imposed on that award, including
      the taxes on the gross-up payment itself.  This gross-up payment
      shall be determined following the methodology employed in the
      C-I-C Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Amendment.  This
      Agreement may be amended only by a written agreement signed by the
      parties.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Notice.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Any
      notice given under this Agreement shall be in writing delivered to a Party
      at the address given below or to such other address as that Party has
      given the other Parties in accordance with this
  section.

            


    

     

    
      
        
          
            	
                    To
      the Executive:

                  	 	
                    The
      last address on file in the Executive’s

                    personnel
      file at the Company

                  
	 
      	 	 
      
	
                    To
      the Company:

                  	 	
                    Attn:  General
      Counsel

                  
	 
      	 	
                    5335
      Meadows Road

                  
	 
      	 	
                    Suite
      201

                  
	 
      	 	
                    Lake
      Oswego, OR 97035

                  


          

        

      

    

    


    
      	
               
      

            	
              (2)

            	
              A
      notice shall be deemed to have been given if it
  is:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Delivered
      by hand;

            


    

    


    
      	
               
      

            	
              (B)

            	
              Mailed
      by certified U.S. mail, return receipt requested, with postage prepaid;
      or

            


    

     

    
      

    

    PAGE
15  EMPLOYMENT AGREEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (C)

            	
              Delivered
      to a private carrier for guaranteed next-day
  delivery.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Entire
      Agreement.  This Agreement constitutes the entire
      agreement between the Company and the Executive as to its subject
      matter.  No rights are granted to the Executive by virtue of
      this Agreement other than those specifically set forth in this document
      and any amendments to it.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Construction.  The
      language of this Agreement was chosen jointly by the parties to express
      their mutual intent.  No rule of construction based on which
      party drafted the Agreement or certain of its provisions will be applied
      against any party.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Section
      Headings.  The section headings used in this Agreement
      have been included for convenience of reference
  only.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Counterparts.  This
      Agreement may be executed in one or more counterparts, and all
      counterparts will be construed together as one
  Agreement.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Severability.  If
      any provision of this Agreement is, to any extent, held to be invalid or
      unenforceable, it will be deemed amended as necessary to conform to the
      applicable laws or regulations.  However, if it cannot be
      amended without materially altering the intentions of the parties, it will
      be deleted and the remainder of this Agreement will be enforced to the
      extent permitted by law.

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                EXECUTIVE:

                              	 	
                                COMPANY:

                              
	 
      	 	 
      
	 
      	 	
                                WEST
      COAST BANCORP

                              
	 
      	 	 
      
	
                                /s/ Robert D. Sznewajs

                              	 	
                                By:

                              	
                                /s/ Lloyd D.
    Ankeny  

                              
	
                                Robert
      D. Sznewajs

                              	 	 
      
	 
      	 	
                                Title:

                              	
                                Chairman  

                              
	 	 	 	 
	 	 	Date: 	December
      16, 2010 
	Date:
      January 12, 2011  	 	 
      
	 
      	 	
                                WEST
      COAST BANK

                              
	 
      	 	 
      
	 
      	 	
                                By:

                              	
                                /s/ Lloyd D.
    Ankeny  

                              
	 
      	 	 
      
	 
      	 	
                                Title:

                              	
                                Chairman  

                              
	 	 	 	 
	 	 	Date: 	December
      16,
2010 


                      

                    

                  

                

              

            

          

        

      

    

    


    

    PAGE 16  EMPLOYMENT
AGREEMENT