Exhibit 10.1


RESTRICTED STOCK PERFORMANCE AWARD
AGREEMENT 

(EMPLOYEE) 

 

     This
Restricted Stock Award Agreement ("Agreement"), together with the Notice of
Grant of Award (the "Notice"), evidences the grant of Restricted Stock to
Participant under the West Coast Bancorp 2002 Stock Incentive Plan (the "Plan").


1. Defined
Terms 

     Capitalized terms used below but not otherwise defined in this Agreement
or the Notice are used with the meanings given them in the Plan. 

2. Grant of
Restricted Shares 

     Subject
to the terms and conditions of this Agreement and the Plan, as of the Grant
Date, Bancorp has granted to Participant a number of shares of Restricted Stock
(the "Award Shares") as set forth in the Notice of Grant of Award (the "Award
Notice") provided to Participant. 

3. Terms of Award
Shares 

    
The Award Shares are subject to all the provisions of the Plan and to the
following terms and conditions: 

     3.1 Transfer Restrictions. Except as expressly provided in Section 3.2,
neither the Award Shares nor any rights under this Agreement may be sold,
assigned, transferred, pledged, or otherwise encumbered, voluntarily or
involuntarily, by Participant. The foregoing restrictions are in addition to any
other restrictions on transfer of Award Shares arising under federal or state
securities laws or other agreements with Bancorp. Any purported sale,
assignment, pledge, or other transfer, disposition, or encumbrance of Award
Shares in violation of this Agreement will automatically be null and void and
may and should be enjoined. 

     3.2 Vesting of Award Shares. The Award Shares will become vested, and the
restrictions set forth in Section 3.1 will lapse in accordance with the vesting
schedule set forth in the Award Notice unless an event giving rise to forfeiture
of the Award Shares earlier occurs or the vesting is accelerated in accordance
with this Agreement or the Plan.

     When a
portion of the Award Shares has become vested, Bancorp will deliver to
Participant, upon request, one or more share certificates evidencing the vested
portion of the Award Shares, free of the legend described in Section 6(b) of the
Plan. 

     3.3
Dividends. All cash dividends on Award Shares and all proceeds of those
dividends shall also be restricted and shall be reinvested in Bancorp stock.
When any Award Shares shall vest, all dividends on all Award Shares shall also
vest and any future dividends on Award Shares that have not yet vested shall not
be restricted.

     3.4
Employment Requirement – Forfeiture. With express exceptions (death or
Disability of a Participant, or the Termination of Employment of a Participant
during the 24-month period following a Change in Control), the Plan provides
that upon a Termination of Employment for any reason, all Award Shares that have
not become vested pursuant to Section 3.2 as of the date of termination will be
forfeited automatically and without further action by Bancorp or Participant and
returned to Bancorp with no payment to Participant. 

     3.5 Other Documents. Participant agrees to furnish to Bancorp any other
documents or representations Bancorp may require to assure compliance with
applicable laws and regulations. 

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4. Federal Tax
Election 

     Participant agrees to notify Bancorp promptly if Participant makes an
election under Internal Revenue Code Section 83(b) with respect to the Award
Shares. Participant has consulted with his or her tax advisers to the extent
necessary to determine whether such an election would be appropriate for
Participant in light of his or her personal circumstances and financial
situation. 

5. Miscellaneous 

     5.1 Conditions Precedent. Bancorp will use reasonable best efforts to obtain
approval of the Plan and this Award by any state or federal agency or authority
that Bancorp determines has jurisdiction. If Bancorp determines that any
required approval cannot be obtained, this Award will terminate on notice to
Participant to that effect. Without limiting the foregoing, Bancorp will not be
required to issue any certificates for all or any portion of the Award Shares
until Bancorp has taken any action required to comply with all applicable
federal and state securities laws. 

     5.2 Successorship. Subject to restrictions on transferability set forth in
the Plan and Section 3.1 above, this Agreement will be binding upon and benefit
the parties, their successors, and assigns. 

     5.3 Notices. Any notices under this Agreement must be in writing and will be
effective when actually delivered personally or, if mailed, when deposited as
registered or certified mail directed to the address of Bancorp's executive
offices or to such other address as a party may certify by notice to the other
party. 

     5.4 Arbitration. Any dispute or claim that arises out of or that relates to
this Agreement or to the interpretation, breach, or enforcement of this
Agreement, must be resolved by mandatory arbitration before a single arbitrator
in Portland, Oregon, in accordance with the then effective arbitration rules of
Arbitration Service of Portland, Inc., and any judgment upon the award rendered
pursuant to arbitration may be entered in the Circuit Court of the State of
Oregon for Multnomah or Clackamas County. 

     5.5 Attorneys' Fees. In the event of any suit or action or arbitration
proceeding to enforce or interpret any provision of this Agreement (or that is
based on or arises out of this Agreement), the prevailing party will be entitled
to recover, in addition to other costs, reasonable attorneys' fees in connection
with the suit, action, or arbitration, and in any appeal. The determination of
who is the prevailing party and the amount of reasonable attorneys' fees to be
paid to the prevailing party will be decided by the arbitrator or arbitrators
(with respect to attorneys' fees incurred prior to and during the arbitration
proceedings) and by the court or courts, including any appellate courts, in
which the matter is tried, heard, or decided, including the court that hears any
exceptions made to an arbitration award submitted to it for confirmation as a
judgment (with respect to attorneys' fees incurred in the confirmation
proceedings). 

     5.6 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of Oregon. 

     5.7 Venue. Any action brought to enforce any arbitration award must be
brought in the Circuit Court of the State of Oregon for either Multnomah or
Clackamas County. The parties consent to personal jurisdiction in those
locations. 

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