ex10-14directorstock.htm


    PACIFIC
CONTINENTAL CORPORATION

    


    DIRECTOR
STOCK ELECTION PLAN

    


    


    On July 10, 2001, the Board of
Directors (the “Board”) of Pacific Continental Corporation (the “Company”)
approved a form of director stock trading plan, in substantially the form of
this document, which permits members of the Board to invest their director fees
directly in Company common stock.  As a director of the Company, I
would like to establish a plan to acquire Company common stock with my director
fees (the “Plan”).

    


    


    Acknowledgements and
Representations:

    


    
      	
              v  

            	
              I
      acknowledge that I have reviewed the July 5, 2001 memorandum prepared by
      Graham & Dunn that addresses various legal matters associated with the
      Plan.

            


    

    


    
      	
              v  

            	
               I
      represent that I am not aware of any material, non-public information
      about the Company (“Information”).

            


    

    


    
      	
              v  

            	
              I
      understand that I will be permitted to change my allocation to the Plan
      semi-annually in October and April each year so long as I am not aware of
      any information at the time of such modification.  Any
      modification to the Plan will be effective 90 days after it is
      made.  Any change will be implemented with the January and June
      payments.

            


    

    


    
      	
              v  

            	
              I
      understand that I may terminate the Plan at any time.  In the
      event that I terminate the Plan, I must wait at least 90 days before
      entering into a new Plan, and I must not be aware of any Information at
      such time.

            


    

    


    
      	
              v  

            	
              I
      understand that I am responsible for compliance with insider trading laws,
      and that if I desire to enter into a 10b5-1 trading plan to facilitate
      purchases of stock under this Plan in compliance with these laws, I must
      contact my broker and enter into such a plan with my
    broker.

            


    

    


    
      	
              v  

            	
              I
      understand that I am responsible for compliance with other securities law
      requirements and restrictions, including Section 16, which may limit my
      ability to sell any shares of
      Company stock within six months before or after any purchase
      hereunder.

            


    

    


    
      	
              v  

            	
              I
      acknowledge that the Board may terminate my ability to participate in the
      Plan at any time.

            


    

    


    


    Allocation to the
Plan:

    


    Initially,
I elect to allocate the following portion of my director fees to the
Plan:

    


    
      	
              q  

            	
              All
      director fees;

            


    

    


    
      	
              q  

            	
              Monthly
      retainer (but not committee fees);

            


    

    


    
      	
              q  

            	
              Committee
      fees (but not monthly retainer); or

            


    

    


    
      	
              q  

            	
              _______%
      of total director fees.

            


    

    


    I
acknowledge that the portion of my director fees that I am allocating to this
Plan will be disbursed by the Company on a quarterly basis during an “open
window” under the Company’s insider trading policy.

    


    


    


    


    Dated:
_________________, 2007

    


    


    Director:

    


    


    ______________________________________

    [name]

    


    


    Agreed
and Acknowledged:

    


    PACIFIC
CONTINTENTAL CORPORATION

    


    


    


    By:  ___________________________________

    


        Its:
__________________________________