Exhibit 10.1 

WEST COAST BANCORP
2012 OMNIBUS
INCENTIVE PLAN 

SECTION 1. Purpose; Definitions


          The purpose of this Plan is to give the Company a competitive
advantage in attracting, retaining and motivating officers, employees, directors
and/or consultants and to provide the Company and its Subsidiaries and
Affiliates with a stock plan providing incentives for future performance of
services directly linked to the profitability of the Company’s businesses and
increases in Company shareholder value. 

          For
purposes of this Plan, the following terms are defined as set forth below:


     (a) “Affiliate” means a corporation or
other entity controlled by, controlling or under common control with the
Company. 

    
(b) “Applicable Exchange” means the NASDAQ
or such other securities exchange as may at the applicable time be the principal
market for the Common Stock.

    
(c) “Award” means a Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Performance Unit or Other Stock-Based Award granted
pursuant to the terms of this Plan. 

    
(d) “Award Agreement” means a written
document or agreement setting forth the terms and conditions of a specific
Award. 

    
(e) “Board” means the Board of Directors of the Company. 

    
(f) “Cause” means, unless otherwise provided in an Award Agreement, (1) “Cause” as
defined in any Individual Agreement to which the Participant is a party as of
the Grant Date, or (2) if there is no such Individual Agreement or if it does
not define Cause: (A) conviction of, or plea of guilty or nolo contendere by, the
Participant for committing a felony under federal law or the law of the state in
which such action occurred, (B) willful and deliberate failure on the part of
the Participant to perform his or her employment duties in any material respect,
(C) dishonesty in the course of fulfilling the Participant’s employment duties,
(D) a material violation of the Company’s ethics and compliance program or (E)
prior to a Change in Control, such other events as shall be determined by the
Committee. Notwithstanding the general rule of Section 2(c), following a Change
in Control, any determination by the Committee as to whether “Cause” exists
shall be subject to de novo review. 

    
(g) “Change in Control” has the meaning set forth in Section 10(e). 







    
(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time,
and any successor thereto, the Treasury Regulations thereunder and other
relevant interpretive guidance issued by the Internal Revenue Service or the
Treasury Department. Reference to any specific section of the Code shall be
deemed to include such regulations and guidance, as well as any successor
provision of the Code. 

    
(i) “Commission” means the Securities and Exchange Commission or any successor agency.


    
(j) “Committee” means the Committee referred to in Section 2. 

    
(k) “Common Stock” means common stock, no par value per share, of the Company.


    
(l) “Company” means West Coast Bancorp, an Oregon corporation. 

    
(m) “Disability” means, unless otherwise provided in an Award Agreement, (1)
“Disability” as defined in any Individual Agreement to which the Participant is
a party, or (2) if there is no such Individual Agreement or it does not define
“Disability,” permanent and total disability as determined under the Company’s
Long-Term Disability Plan applicable to the Participant. 

    
(n) “Disaffiliation” means a Subsidiary’s
or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason
(including, without limitation, as a result of a public offering, or a spinoff
or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale
of a division of the Company and its Affiliates.

    
(o) “Eligible Individuals” means directors, officers, employees and consultants of the
Company or any of its Subsidiaries or Affiliates, and prospective directors,
officers, employees and consultants who have accepted offers of employment or
consultancy from the Company or its Subsidiaries or Affiliates. 

    
(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time, and any successor thereto. 

    
(q) “Fair Market Value” means, except as otherwise provided by the Committee, with
respect to any given date, the closing reported sales price on such date (or, if
there are no reported sales on such date, on the last date prior to such date on
which there were sales) of a Share on the Applicable Exchange. If there is no
regular public trading market for such Common Stock, the Fair Market Value of
the Common Stock shall be determined by the Committee in good faith and, to the
extent applicable, such determination shall be made in a manner that satisfies
Sections 409A and Sections 422(c)(1) of the Code. 

    
(r) “Free-Standing SAR” has the meaning
set forth in Section 5(b).

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(s) “Full-Value Award” means any Award other than a Stock Option or Stock
Appreciation Right.

    
(t) “Grant Date” means (i) the date on
which the Committee by resolution selects an Eligible Individual to receive a
grant of an Award and determines the number of Shares to be subject to such
Award, or (ii) such later date as the Committee shall provide in such
resolution.

    
(u) “Incentive Stock Option” means any Stock Option designated as, and qualified as, an
“incentive stock option” within the meaning of Section 422 of the Code.


    
(v) “Individual Agreement” means an employment, consulting or similar agreement between
a Participant and the Company or one of its Subsidiaries or Affiliates , and,
after a Change in Control, a change in control or salary continuation agreement
between a Participant and the Company or one of its Subsidiaries or Affiliates.
If a Participant is party to both an employment agreement and a change in
control or salary continuation agreement, the employment agreement shall be the
relevant “Individual Agreement” prior to a Change in Control, and, the change in
control or salary continuation agreement shall be the relevant “Individual
Agreement” after a Change in Control. 

    
(w) “Nonqualified Stock
Option” means any Stock Option that is not an
Incentive Stock Option. 

    
(x) “Other Stock-Based Award” means Awards
of Common Stock and other Awards that are valued in whole or in part by
reference to, or are otherwise based upon, Common Stock, including (without
limitation) unrestricted stock, dividend equivalents, and convertible
debentures. 

    
(y) “Participant” means an Eligible
Individual to whom an Award is or has been granted. 

    
(z) “Performance Goals” means the performance goals established by the Committee in
connection with the grant of Awards. In the case of Qualified Performance-Based
Awards, (i) such goals shall be based on the attainment of specified levels of
one or more of the following measures: stock price, earnings (including earnings
before taxes, earnings before interest and taxes or earnings before interest,
taxes, depreciation and amortization), earnings per share, return on equity,
return on assets or operating assets, asset quality, net interest margin, loan
portfolio growth, efficiency ratio, deposit portfolio growth, liquidity, market
share, objective customer service measures or indices, economic value added,
shareholder value added, embedded value added, combined ratio, pre- or after-tax
income, net income, cash flow (before or after dividends), cash flow per share
(before or after dividends), gross margin, risk-based capital, revenues, revenue
growth, return on capital (including return on total capital or return on
invested capital), cash flow return on investment, cost control, gross profit,
operating profit, cash generation, unit volume, sales, asset quality, cost
saving levels, market-spending efficiency, core non-interest income or change in
working capital, in each case with respect to the Company or any one or more
Subsidiaries, divisions, business units or business segments thereof, either in
absolute terms or relative to the performance of one or more other companies
(including an index covering multiple companies) and (ii) such Performance Goals
shall be set by the Committee within the time period prescribed by Section
162(m) of the Code.

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(aa) “Performance Period” means that period established by the Committee at the time
any Performance Unit is granted or at any time thereafter during which any
Performance Goals specified by the Committee with respect to such Award are to
be measured.

    
(bb) “Performance Unit” means any Award granted under Section 8 of a unit valued by
reference to a designated amount of cash or other property other than Shares,
which value may be paid to the Participant by delivery of such property as the
Committee shall determine, including, without limitation, cash, Shares, or any
combination thereof, upon achievement of such Performance Goals during the
Performance Period as the Committee shall establish at the time of such grant or
thereafter.

    
(cc) “Plan” means the West Coast Bancorp 2012 Stock Incentive Plan, as set forth
herein and as hereinafter amended from time to time. 

    
(dd) “Qualified Performance-Based
Award” means an Award intended to qualify for
the Section 162(m) Exemption, as provided in Section 11. 

    
(ee) “Replaced Award” has the meaning set
forth in Section 10(b). 

    
(ff) “Replacement Award” has the meaning
set forth in Section 10(b). 

    
(gg) “Restricted Period” has the meaning
set forth in Section 6(c)(ii). 

    
(hh) “Restricted Stock” means an Award granted under Section 6. 

    
(ii) “Restricted Stock Unit” has the
meaning set forth in Section 7. 

    
(jj) “Retirement” means, except as otherwise provided by the Committee, retirement from
active employment with the Company, a Subsidiary or Affiliate at or after the
attainment of (i) age 65 or (ii) age 55 and with 10 years or more of employment
service with the Company, a Subsidiary or Affiliate. 

    
(kk) “Section 162(m)
Exemption” means the exemption from the
limitation on deductibility imposed by Section 162(m) of the Code that is set
forth in Section 162(m)(4)(C) of the Code. 

    
(ll) “Share” means a share of Common
Stock.

    
(mm) “Stock Appreciation Right” has the
meaning set forth in Section 5(b).

    
(nn) “Stock Option” means an Award granted under Section 5(a). 

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(oo) “Subsidiary” means any corporation, partnership, joint venture, limited liability
company or other entity during any period in which at least a 50% voting or
profits interest is owned, directly or indirectly, by the Company or any
successor to the Company. 

    
(pp) “Tandem SAR” has the meaning set forth
in Section 5(b).

    
(qq) “Term” means the maximum period during
which a Stock Option or Stock Appreciation Right may remain outstanding, subject
to earlier termination upon Termination of Employment or otherwise, as specified
in the applicable Award Agreement. 

    
(rr) “Termination of
Employment” means the termination of the
applicable Participant’s employment with, or performance of services for, the
Company and any of its Subsidiaries or Affiliates. Unless otherwise determined
by the Committee, (i) if a Participant’s employment with the Company and its
Affiliates terminates but such Participant continues to provide services to the
Company and its Affiliates in a non-employee capacity, such change in status
shall not be deemed a Termination of Employment and (ii) a Participant employed
by, or performing services for, a Subsidiary or an Affiliate or a division of
the Company and its Affiliates shall also be deemed to incur a Termination of
Employment if, as a result of a Disaffiliation, such Subsidiary, Affiliate or
division ceases to be a Subsidiary, Affiliate or division, as the case may be,
and the Participant does not immediately thereafter become an employee of, or
service provider for, the Company or another Subsidiary or Affiliate. Temporary
absences from employment because of illness, vacation or leave of absence and
transfers among the Company and its Subsidiaries and Affiliates shall not be
considered Terminations of Employment. Notwithstanding the foregoing provisions
of this definition, with respect to any Award that constitutes a “non-qualified
deferred compensation plan” within the meaning of Section 409A of the Code, a
Participant shall not be considered to have experienced a “Termination of
Employment” unless the Participant has experienced a “separation from service”
within the meaning of Section 409A of the Code (a “Separation from Service”).


          In
addition, certain other terms used herein have definitions given to them in the
first place in which they are used. 

SECTION 2. Administration


    
(a) Committee. The Plan shall be
administered by the Board directly, or if the Board elects, by the Compensation
& Personnel Committee or such other committee of the Board as the Board may
from time to time designate, which committee shall be composed of not less than
two directors, and shall be appointed by and serve at the pleasure of the Board.
All references in this Plan to the “Committee” refer to the Board as a whole,
unless a separate committee has been designated or authorized consistent with
the foregoing. 

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          Subject to
the terms and conditions of this Plan, the Committee shall have absolute
authority: 

     (i)
To select the Eligible Individuals to whom Awards
may from time to time be granted; 

     (ii)
To determine whether and to what extent Incentive
Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Performance Units, Other Stock-Based Awards or
any combination thereof are to be granted hereunder; 

     (iii)
To determine the number of Shares to be covered
by each Award granted hereunder;

     (iv)
To approve the form of any Award Agreement and
determine the terms and conditions of any Award granted hereunder, including,
but not limited to, the exercise price (subject to Section 5(a)), any vesting
condition, restriction or limitation (which may be related to the performance of
the Participant, the Company or any Subsidiary or Affiliate) and any vesting
acceleration or forfeiture waiver regarding any Award and the shares of Common
Stock relating thereto, based on such factors as the Committee shall
determine;

     (v)
To modify, amend or adjust the terms and
conditions of any Award (subject to Sections 5(a) and 5(b)), at any time or from
time to time, including, but not limited to, Performance Goals; provided, however, that the Committee
may not adjust upwards the amount payable with respect to any Qualified
Performance-Based Award;

     (vi)
To determine to what extent and under what
circumstances Common Stock and other amounts payable with respect to an Award
shall be deferred;

     (vii)
To determine under what circumstances an Award
may be settled in cash, Shares, other property or a combination of the
foregoing;

     (viii)
To determine whether, to what extent and under
what circumstances cash, Shares and other property and other amounts payable
with respect to an Award under this Plan shall be deferred either automatically
or at the election of the Participant;

     (ix)
To adopt, alter and repeal such administrative
rules, guidelines and practices governing this Plan as it shall from time to
time deem advisable;

     (x)
To establish any “blackout” period that the
Committee in its sole discretion deems necessary or advisable;

     (xi)
To interpret the terms and provisions of this
Plan and any Award issued under this Plan (and any Award Agreement relating
thereto); and

     (xii)
To otherwise administer this Plan. 

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(b) Procedures. 

     (i)
The Committee may act only by a majority of its
members then in office, except that the Committee may, except to the extent
prohibited by applicable law or the listing standards of the Applicable Exchange
and subject to Section 11, allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any part of
its responsibilities and powers to any person or persons selected by it. Any
such allocation or delegation may be revoked by the Committee at any
time.

     (ii)
Subject to Section 11(c), any authority granted
to the Committee may be exercised by the full Board. To the extent that any
permitted action taken by the Board conflicts with action taken by the
Committee, the Board action shall control. 

    
(c) Discretion of Committee. Subject to
Section 1(f), any determination made by the Committee or pursuant to delegated
authority under the provisions of this Plan with respect to any Award shall be
made in the sole discretion of the Committee or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of this Plan,
at any time thereafter. All decisions made by the Committee or any appropriately
delegated officer pursuant to the provisions of this Plan shall be final,
binding and conclusive on all persons, including the Company, Participants and
Eligible Individuals. 

    
(d) Cancellation or Suspension. Subject to
Section 5(d), the Committee shall have full power and authority to determine
whether, to what extent and under what circumstances any Award shall be canceled
or suspended.

    
(e) Award Agreements. The terms and
conditions of each Award, as determined by the Committee, shall be set forth in
a written (or electronic) Award Agreement, which shall be delivered to the
Participant receiving such Award upon, or as promptly as is reasonably
practicable following, the grant of such Award. The effectiveness of an Award
shall be subject to the Award Agreement’s being signed by the Company and the
Participant receiving the Award unless otherwise provided in the Award
Agreement. Award Agreements may be amended only in accordance with Section 12
hereof.

SECTION 3. Common Stock Subject to
Plan 

    
(a) Plan
Maximums. The maximum number of Shares that
may be granted pursuant to Awards under this Plan shall be 400,000. The maximum
number of Shares that may be granted pursuant to Stock Options intended to be
Incentive Stock Options shall be 100,000 Shares. Shares subject to an Award
under this Plan may be authorized and unissued Shares. On and after the
Effective Date (as defined in Section 12(a)), no new awards may be granted under
the Company’s prior equity compensation plans, it being understood that (i)
awards outstanding under any such plans as of the Effective Date shall remain in
full force and effect under such plans according to their respective terms, and
(ii) to the extent that any such award is forfeited, terminates, expires or
lapses without being exercised (to the extent applicable), or is settled for
cash, the Shares subject to such award not delivered as a result thereof shall
again be available for Awards under this Plan; provided, however, that dividend equivalents may
continue to be issued under the Company’s existing equity compensation plans in
respect of awards granted under such plans which are outstanding as of the
Effective Date.

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(b) Individual Limits. No Participant may
be granted Qualified Performance-Based Awards (other than Stock Options and
Stock Appreciation Rights) covering in excess of 200,000 Shares during any
calendar year. No Participant may be granted Stock Options and Stock
Appreciation Rights covering in excess of 300,000 Shares during any calendar
year. 

    
(c) Rules for Calculating Shares Delivered. To the extent that any Award is forfeited, terminates, expires or
lapses instead of being exercised, or any Award is settled for cash, the Shares
subject to such Awards not delivered as a result thereof shall again be
available for Awards under this Plan. If the exercise price of any Stock Option
or Stock Appreciation Right and/or the tax withholding obligations relating to
any Award are satisfied by delivering Shares (either actually or through a
signed document affirming the Participant’s ownership and delivery of such
Shares) or withholding Shares relating to such Award, the net number of Shares
subject to the Award after payment of the exercise price and/or tax withholding
obligations shall be deemed to have been granted for purposes of the first
sentence of Section 3(a). 

    
(d) Adjustment Provision. In the event of
a merger, consolidation, acquisition of property or shares, stock rights
offering, liquidation, disposition for consideration of the Company’s direct or
indirect ownership of a Subsidiary or Affiliate (including by reason of a
Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each,
a “Corporate Transaction”), the Committee or the Board may in its discretion
make such substitutions or adjustments as it deems appropriate and equitable to
(i) the aggregate number and kind of Shares or other securities reserved for
issuance and delivery under this Plan, (ii) the various maximum limitations set
forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants
to individuals of certain types of Awards, (iii) the number and kind of Shares
or other securities subject to outstanding Awards; and (iv) the exercise price
of outstanding Awards. In the event of a stock dividend, stock split, reverse
stock split, reorganization, share combination, or recapitalization or similar
event affecting the capital structure of the Company, or a Disaffiliation,
separation or spinoff, in each case without consideration, or other
extraordinary dividend of cash or other property to the Company’s shareholders
(each, a “Share Change”), the Committee or the Board shall make such
substitutions or adjustments as it deems appropriate and equitable to (A) the
aggregate number and kind of Shares or other securities reserved for issuance
and delivery under this Plan, (B) the various maximum limitations set forth in
Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to
individuals of certain types of Awards, (C) the number and kind of Shares or
other securities subject to outstanding Awards; and (D) the exercise price of
outstanding Awards. In the case of Corporate Transactions, such adjustments may
include, without limitation, (1) the cancellation of outstanding Awards in
exchange for payments of cash, property or a combination thereof having an
aggregate value equal to the value of such Awards, as determined by the
Committee or the Board in its sole discretion (it being understood that in the
case of a Corporate Transaction with respect to which shareholders of Common
Stock receive consideration other than publicly traded equity securities of the
ultimate surviving entity, any such determination by the Committee that the
value of a Stock Option or Stock Appreciation Right shall for this purpose be
deemed to equal the excess, if any, of the value of the consideration being paid
for each Share pursuant to such Corporate Transaction over the exercise price of
such Stock Option or Stock Appreciation Right shall conclusively be deemed
valid); (2) the substitution of other property (including, without limitation,
cash or other securities of the Company and securities of entities other than
the Company) for the Shares subject to outstanding Awards; and (3) in connection
with any Disaffiliation, arranging for the assumption of Awards, or replacement
of Awards with new awards based on other property or other securities
(including, without limitation, other securities of the Company and securities
of entities other than the Company), by the affected Subsidiary, Affiliate, or
division or by the entity that controls such Subsidiary, Affiliate, or division
following such Disaffiliation (as well as any corresponding adjustments to
Awards that remain based upon Company securities). The Committee may adjust the
Performance Goals applicable to any Awards to reflect any unusual or
non-recurring events and other extraordinary items, impact of charges for
restructurings, discontinued operations, and the cumulative effects of
accounting or tax changes, each as defined by generally accepted accounting
principles or as identified in the Company’s financial statements, notes to the
financial statements, management’s discussion and analysis or other the
Company’s filings with the Commission, provided that in the case of
Performance Goals applicable to any Qualified Performance-Based Awards, such
adjustment does not violate Section 162(m) of the Code.

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(e) Section 409A. Notwithstanding Section
3(d): (i) any adjustments made pursuant to Section 3(d) to Awards that are
considered “deferred compensation” within the meaning of Section 409A of the
Code shall be made in compliance with the requirements of Section 409A of the
Code; and (ii) any adjustments made pursuant to Section 3(d) to Awards that are
not considered “deferred compensation” subject to Section 409A of the Code shall
be made in such a manner as to ensure that after such adjustments, either (A)
the Awards continue not to be subject to Section 409A of the Code or (B) there
does not result in the imposition of any penalty taxes under Section 409A of the
Code in respect of such Awards.

SECTION 4. Eligibility

          Awards may
be granted under this Plan to Eligible Individuals.

SECTION 5. Stock Options and Stock
Appreciation Rights 

    
(a) Types of Stock Options. Stock Options
may be granted alone or in addition to other Awards granted under this Plan and
may be of two types: Incentive Stock Options and Nonqualified Stock Options. The
Award Agreement for a Stock Option shall indicate whether the Stock Option is
intended to be an Incentive Stock Option or a Nonqualified Stock Option.


    
(b) Types and Nature of Stock Appreciation Rights. Stock Appreciation Rights may be “Tandem SARs,” which are
granted in conjunction with a Stock Option, or “Free-Standing SARs,” which are
not granted in conjunction with a Stock Option. Upon the exercise of a Stock
Appreciation Right, the Participant shall be entitled to receive an amount in
cash, Shares, or both, in value equal to the product of (i) the excess of the
Fair Market Value of one Share over the exercise price of the applicable Stock
Appreciation Right, multiplied by (ii) the number of Shares in respect of which
the Stock Appreciation Right has been exercised. The applicable Award Agreement
shall specify whether such payment is to be made in cash or Common Stock or
both, or shall reserve to the Committee or the Participant the right to make
that determination prior to or upon the exercise of the Stock Appreciation
Right.

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(c) Tandem SARs. A Tandem SAR may be
granted at the Grant Date of the related Stock Option. A Tandem SAR shall be
exercisable only at such time or times and to the extent that the related Stock
Option is exercisable in accordance with the provisions of this Section 5, and
shall have the same exercise price as the related Stock Option. A Tandem SAR
shall terminate or be forfeited upon the exercise or forfeiture of the related
Stock Option, and the related Stock Option shall terminate or be forfeited upon
the exercise or forfeiture of the Tandem SAR.

    
(d) Exercise Price. The exercise price per
Share subject to a Stock Option or Free-Standing SAR shall be determined by the
Committee and set forth in the applicable Award Agreement, and shall not be less
than the Fair Market Value of a share of the Common Stock on the applicable
Grant Date. In no event may any Stock Option or Stock Appreciation Right granted
under this Plan be amended, other than pursuant to Section 3(d), to decrease the
exercise price thereof, be cancelled in exchange for cash or other Awards or in
conjunction with the grant of any new Stock Option or Free-Standing SAR with a
lower exercise price, or otherwise be subject to any action that would be
treated, under the Applicable Exchange listing standards or for accounting
purposes, as a “repricing” of such Stock Option or Free-Standing SAR, unless
such amendment, cancellation, or action is approved by the Company’s
shareholders. 

    
(e) Term. The Term of each Stock Option
and each Free-Standing SAR shall be fixed by the Committee, but no Stock Option
or Free-Standing SAR shall be exercisable more than 10 years after its Grant
Date.

    
(f) Exercisability. Except as otherwise
provided herein, Stock Options and Free-Standing SARs shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee. 

    
(g) Method of Exercise. Subject to the
provisions of this Section 5, Stock Options and Free-Standing SARs may be
exercised, in whole or in part, at any time during the Term thereof by giving
written notice of exercise to the Company specifying the number of shares of
Common Stock subject to the Stock Option or Free-Standing SAR to be
purchased. 

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          In the case
of the exercise of a Stock Option, such notice shall be accompanied by payment
in full of the aggregate purchase price (which shall equal the product of such
number of Shares subject to such Stock Options multiplied by the applicable
exercise price) per Share by certified or bank check, wire transfer, or such
other instrument or method as the Company may accept. If provided for in the
applicable Award Agreement as approved by the Committee, payment in full or in
part may also be made as follows: 

     (i)
In the form of unrestricted Common Stock (by
delivery of such shares or by attestation) already owned by the Participant of
the same class as the Common Stock subject to the Stock Option (based on the
Fair Market Value of the Common Stock on the date the Stock Option is
exercised); provided, however, that, in the case of an Incentive Stock Option, the
Participant shall only have the right to make a payment in the form of already
owned shares of Common Stock of the same class as the Common Stock subject to
the Stock Option if such right is set forth in the applicable Award
Agreement.

     (ii)
To the extent permitted by applicable law, by
delivering a properly executed exercise notice to the Company, together with a
copy of irrevocable instructions to a broker to deliver promptly to the Company
the amount of sale necessary to pay the purchase price, and, if requested, by
the amount of any federal, state, local or foreign withholding taxes. To
facilitate the foregoing, the Company may, to the extent permitted by applicable
law, enter into agreements for coordinated procedures with one or more brokerage
firms.

     (iii)
By instructing the Company to withhold a number
of such shares having a Fair Market Value (based on the Fair Market Value of the
Common Stock on the date the applicable Stock Option is exercised) equal to the
product of (A) the exercise price per Share multiplied by (B) the number of
shares of Common Stock in respect of which the Stock Option shall have been
exercised. 

    
(h) Delivery; Rights of Shareholders. A
Participant shall not be entitled to delivery of Shares pursuant to the exercise
of a Stock Option or Stock Appreciation Right until the exercise price therefor
has been fully paid and applicable taxes have been withheld. Except as otherwise
provided in Section 5(l), a Participant shall have all of the rights of a
shareholder of the Company holding the class or series of Common Stock that is
subject to such Stock Option or Stock Appreciation Right (including, if
applicable, the right to vote the applicable Shares), when the Participant (i)
has given written notice of exercise, (ii) if requested, has given the
representation described in Section 14(a) and (iii) in the case of a Stock
Option, has paid in full for such Shares.

    
(i) Nontransferability of Stock Options and Stock Appreciation
Rights. No Stock Option or Free-Standing SAR
shall be transferable by a Participant other than, for no value or
consideration, (i) by will or by the laws of descent and distribution; or (ii)
in the case of a Nonqualified Stock Option or Free-Standing SAR, as otherwise
expressly permitted by the Committee including, if so permitted, pursuant to a
transfer to such Participant’s family members, whether directly or indirectly or
by means of a trust or partnership or otherwise (for purposes of this Plan,
unless otherwise determined by the Committee, “family member” shall have the
meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under
the Securities Act of 1933, as amended, and any successor thereto). A Tandem SAR
shall be transferable only with the related Stock Option as permitted by the
preceding sentence. Any Stock Option or Stock Appreciation Right shall be
exercisable, subject to the terms of this Plan, only by the Participant, the
guardian or legal representative of the Participant, or any person to whom such
stock option is transferred pursuant to this Section 5(i), it being understood
that the term “holder” and “Participant” include such guardian, legal
representative and other transferee; provided,
however, that the term “Termination of
Employment” shall continue to refer to the Termination of Employment of the
original Participant.

-11- 







    
(j) Termination of Employment. Unless
otherwise determined by the Committee or provided in the applicable Award
Agreement, upon a Participant’s Termination or Employment, his or her Stock
Options and Stock Appreciation Rights shall be treated as set forth below:


     (i)
Termination by Reason of Death. If a Participant incurs a Termination of Employment by
reason of death, any Stock Option or Stock Appreciation Right held by such
Participant shall immediately vest in full and may thereafter be exercised until
the earlier of (A) the third anniversary of such Participant’s Termination of
Employment and (B) the expiration of the stated full Term thereof. In the event
of Termination of Employment by reason of death, if an Incentive Stock Option is
exercised after the expiration of the post-termination exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will thereafter
be treated as a Nonqualified Stock Option. As used in this Plan, the anniversary
of February 29 shall be deemed February 28 of the subsequent year.

     (ii)
Termination by Reason of
Disability. If a Participant incurs a
Termination of Employment by reason of Disability, any Stock Option or Stock
Appreciation Right held by such Participant shall immediately vest in full and
may thereafter be exercised until the earlier of (A) the third anniversary of
such Participant’s Termination of Employment and (B) the expiration of the
stated full Term thereof. In the event of Termination of Employment by reason of
Disability, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, such
Stock Option will thereafter be treated as a Nonqualified Stock
Option.

     (iii)
Termination by Reason of
Retirement. If a Participant incurs a
Termination of Employment by reason of Retirement, (A) any unvested Stock Option
or Stock Appreciation Right held by such Participant shall thereupon terminate
and (B) any vested Stock Option or Stock Appreciation Right held by such
Participant may thereafter be exercised until the earlier of (A) the third
anniversary of such Participant’s Termination of Employment and (B) the
expiration of the stated full Term thereof. In the event of Termination of
Employment by reason of Retirement, if an Incentive Stock Option is exercised
after the expiration of the post-termination exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Nonqualified Stock Option.

-12- 







     (iv)
Termination by the Company for
Cause. If a Participant incurs a Termination
of Employment for Cause, any Stock Options and Stock Appreciation Rights held by
such Participant, whether vested or unvested, shall thereupon
terminate.

     (v)
Other Termination. If a Participant incurs a Termination of Employment for any reason
other than death, Disability, or Retirement, or for Cause, and except as
otherwise set forth in this Section 5(j), any Stock Option or Stock Appreciation
Right held by such Participant, to the extent it was then exercisable at the
time of termination, or on such accelerated basis as the Committee may
determine, may be exercised for the lesser of (A) 90 days following the date of
such Termination of Employment (with the first date following the date of such
Termination of Employment being the first day of such 90-day period) and (B) the
balance of the stated full Term thereof. For example, if the Participant’s date
of Termination of Employment were April 1, such Participant’s Stock Option or
Stock Appreciation Right would expire on the earlier of (A) June 30, 2012 and
(B) the last day of the stated full Term of such Award. If an Incentive Stock
Option is exercised after the expiration of the post-termination exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Nonqualified Stock Option.

     (vi)
Notwithstanding the foregoing provisions of
Section 5(j), the Committee shall have the power, in its discretion, to apply
different rules concerning the consequences of a Termination of Employment,
provided,
that if such rules are less favorable to the Participant than those set forth
above, such rules are set forth in the applicable Award Agreement.

    
(k) Additional Rules for Incentive Stock Options. Notwithstanding any other provision of this Plan to the contrary, no
Stock Option which is intended to qualify as an Incentive Stock Option may be
granted to any Eligible Employee who at the time of such grant owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of any Subsidiary, unless at the time such Stock Option
is granted the exercise price is at least 110% of the Fair Market Value of a
Share and such Stock Option by its terms is not exercisable after the expiration
of five years from the date such Stock Option is granted. In addition, the
aggregate Fair Market Value of the Common Stock (determined at the time a Stock
Option for the Common Stock is granted) for which Incentive Stock Options are
exercisable for the first time by an optionee during any calendar year, under
all of the incentive stock option plans of the Company and of any Subsidiary,
may not exceed $100,000. To the extent a Stock Option that by its terms was
intended to be an Incentive Stock Option exceeds this $100,000 limit, the
portion of the Stock Option in excess of such limit shall be treated as a
Nonqualified Stock Option.

    
(l) Dividends and Dividend Equivalents.
Dividends (whether paid in cash or Shares) and dividend equivalents may not be
paid or accrued on Stock Options or Stock Appreciation Rights, provided that
Stock Options and Stock Appreciation Rights may be adjusted under certain
circumstances in accordance with the terms of Section 3(d).

-13- 







SECTION 6. Restricted
Stock

    
(a) Administration. Shares of Restricted
Stock are actual Shares issued to a Participant and may be awarded either alone
or in addition to other Awards granted under this Plan. The Committee shall
determine the Eligible Individuals to whom and the time or times at which grants
of Restricted Stock will be awarded, the number of shares to be awarded to any
Eligible Individual, the conditions for vesting, the time or times within which
such Awards may be subject to forfeiture and any other terms and conditions of
the Awards, in addition to those contained in Section 6(c).

    
(b) Book
Entry Registration. Shares of Restricted
Stock shall be evidenced through book-entry registration If any certificate is
issued in respect of shares of Restricted Stock, such certificates shall be
registered in the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form:

“The transferability of this certificate
and the shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the West Coast Bancorp 2012 Omnibus
Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on
file at the offices of West Coast Bancorp, 5335 Meadows Road, Suite 201, Lake
Oswego, Oregon 97035.”

    
(c) Terms and Conditions. Shares of
Restricted Stock shall be subject to the following terms and conditions and such
other terms and conditions as are set forth in the applicable Award Agreement
(including the vesting or forfeiture provisions applicable upon a Termination of
Employment):

     (i)
The Committee shall, prior to or at the time of
grant, condition (A) the vesting of an Award of Restricted Stock upon the
continued service of the applicable Participant, or (B) the grant or vesting of
an Award of Restricted Stock upon the attainment of Performance Goals or the
attainment of Performance Goals and the continued service of the applicable
Participant. In the event that the Committee conditions the grant or vesting of
an Award of Restricted Stock upon the attainment of Performance Goals or the
attainment of Performance Goals and the continued service of the applicable
Participant, the Committee may, prior to or at the time of grant, designate an
Award of Restricted Stock as a Qualified Performance-Based Award. The conditions
for grant or vesting and the other provisions of Restricted Stock Awards
(including without limitation any applicable Performance Goals) need not be the
same with respect to each recipient.

     (ii)
Subject to the provisions of this Plan and the
applicable Award Agreement, during the period, if any, set by the Committee,
commencing with the date of such Restricted Stock Award for which such vesting
restrictions apply (the “Restriction
Period”), and until the expiration of the Restriction Period, the Participant
shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
Shares of Restricted Stock.

-14- 







     (iii)
Except as provided in this Section 6 and the
applicable Award Agreement, the applicable Participant shall have, with respect
to the Shares of Restricted Stock, all of the rights of a shareholder of the
Company holding the class or series of Common Stock that is the subject of the
Restricted Stock, including, if applicable, the right to vote the shares and the
right to receive any dividends. As determined by the Committee in the applicable
Award Agreement and subject to Section 14(e), (A) cash dividends on the class or
series of Common Stock that is the subject of the Restricted Stock Award shall
be payable in cash and shall, as determined by the Committee, either be either
(i) held subject to the vesting of the underlying Restricted Stock, or held
subject to meeting Performance Goals applicable only to dividends, or (ii)
distributed in full or in part without regard to the vested status of the
underlying Restricted Stock and (B) dividends payable in Common Stock shall be
paid in the form of Restricted Stock of the same class as the Common Stock with
which such dividend was paid, and shall, as determined by the Committee, be
either (i) held subject to the vesting of the underlying Restricted Stock, or
held subject to meeting Performance Goals applicable only to dividends, or (ii)
distributed in full or in part without regard to the vested status of the
underlying Restricted Stock.

     (iv)
If and when any applicable Performance Goals are
satisfied and the Restriction Period expires without a prior forfeiture of the
Shares of Restricted Stock for which legended certificates have been issued,
unlegended certificates for such Shares shall be delivered to the Participant
upon surrender of the legended certificates.

    
(d) Termination of Employment. Unless
otherwise determined by the Committee or provided in the applicable Award
Agreement, upon a Participant’s Termination or Employment, his or her Restricted
Stock shall be treated as set forth below: 

     (i)
Termination by Reason of Death or
Disability. If a Participant incurs a
Termination of Employment by reason of death or Disability, the restrictions,
including any Performance Goals, applicable to any Restricted Stock shall lapse
(with respect to Performance Goals, be deemed earned in full based on the
applicable target level), and such Restricted Stock shall become free of all
restrictions and become fully vested and transferable to the full extent of the
original grant.

     (ii)
Other Termination. If a Participant incurs a Termination of Employment for any reason
other than death or Disability during the Restriction Period or before the
requisite service period or applicable Performance Goals are satisfied, all
Shares still subject to restriction shall be forfeited by the Participant;
provided,
however,
that the Committee shall have the discretion to waive, in whole or in part, any
or all remaining restrictions (other than, in the case of Restricted Stock which
is a Qualified Performance-Based Award, satisfaction of the applicable
Performance Goals) with respect to any or all of such Participant’s shares of
Restricted Stock. 

-15- 







SECTION 7. Restricted Stock
Units

    
(a) Nature of Awards. Restricted stock
units and deferred share rights (together, “Restricted Stock Units”) are Awards
denominated in Shares that will be settled, subject to the terms and conditions
of the Restricted Stock Units, in an amount in cash, Shares, or both, based upon
the Fair Market Value of a specified number of Shares.

    
(b) Terms and Conditions. Restricted Stock
Units shall be subject to the following terms and conditions and such other
terms and conditions as are set forth in the applicable Award Agreement
(including the vesting or forfeiture provisions applicable upon a Termination of
Employment):

     (i)
The Committee shall, prior to or at the time of
grant, condition (A) the vesting of Restricted Stock Units upon the continued
service of the applicable Participant, or (B) the grant or vesting of Restricted
Stock Units upon the attainment of Performance Goals or the attainment of
Performance Goals and the continued service of the applicable Participant. In
the event that the Committee conditions the grant or vesting of Restricted Stock
Units upon the attainment of Performance Goals or the attainment of Performance
Goals and the continued service of the applicable Participant, the Committee
may, prior to or at the time of grant, designate the Restricted Stock Units as a
Qualified Performance-Based Awards. The conditions for grant or vesting and the
other provisions of Restricted Stock Units (including without limitation any
applicable Performance Goals) need not be the same with respect to each
recipient. An Award of Restricted Stock Units shall be settled as and when the
Restricted Stock Units vest, at a later time specified by the Committee in the
applicable Award Agreement, or, if the Committee so permits, in accordance with
an election of the Participant.

     (ii)
Subject to the provisions of this Plan and the
applicable Award Agreement, during the Restricted Period, if any, set by the
Committee, the Participant shall not be permitted to sell, assign, transfer,
pledge or otherwise encumber Restricted Stock Units.

   (iii) The Award Agreement for Restricted Stock Units shall specify
whether, to what extent and on what terms and conditions the applicable
Participant shall be entitled to receive payments of cash, Common Stock or other
property corresponding to the dividends payable on the Common Stock (subject to
Section 14(e) below). 

    
(c) Termination of Employment. Unless
otherwise determined by the Committee or provided in the applicable Award
Agreement, upon a Participant’s Termination or Employment, his or her Restricted
Stock Units shall be treated as set forth below: 

     (i)
Termination by Reason of Death or
Disability. If a Participant incurs a
Termination of Employment by reason of death or Disability, the restrictions,
including any Performance Goals, applicable to any Restricted Stock Units shall
lapse (with respect to Performance Goals, be deemed earned in full based on the
applicable target level), and such Restricted Stock Units shall become fully
vested and settled to the full extent of the original grant.

-16- 







     (ii)
Other Termination. If a Participant incurs a Termination of Employment for any reason
other than death or Disability during the Restriction Period or before the
applicable Performance Goals are satisfied, all unvested Restricted Stock Units
shall be forfeited by the Participant; provided, however, that the Committee shall have
the discretion to waive, in whole or in part, any or all remaining restrictions
(other than, in the case of a Restricted Stock Unit Award which is a Qualified
Performance-Based Award, satisfaction of the applicable Performance Goals) with
respect to any or all of such Participant’s Restricted Stock Units.

SECTION 8. Performance
Units.

          Performance
Units may be issued hereunder to Eligible Individuals, for no cash consideration
or for such minimum consideration as may be required by applicable law, either
alone or in addition to other Awards granted under this Plan. The Performance
Goals to be achieved during any Performance Period and the length of the
Performance Period shall be determined by the Committee upon the grant of each
Performance Unit. The Committee may, in connection with the grant of Performance
Units, designate them as Qualified Performance-Based Awards. The conditions for
grant or vesting and the other provisions of Performance Units (including
without limitation any applicable Performance Goals) need not be the same with
respect to each recipient. Performance Units may be paid in cash, Shares, other
property or any combination thereof, in the sole discretion of the Committee as
set forth in the applicable Award Agreement. The maximum value of the property,
including cash, that may be paid or distributed to any Participant pursuant to a
grant of Performance Units made in any one calendar year shall be
$500,000.

SECTION 9. Other Stock-Based
Awards

          Other
Stock-Based Awards may be granted either alone or in conjunction with other
Awards granted under this Plan. 

SECTION 10. Change in Control
Provisions

    
(a) General. The provisions of this
Section 10 shall, subject to Section 3(d), apply notwithstanding any other
provision of this Plan to the contrary, except to the extent the Committee
specifically provides otherwise in an Award Agreement.

    
(b) Impact of Change in Control. Upon the
occurrence of a Change in Control, unless otherwise provided in the applicable
Award Agreement: (i) all then-outstanding Stock Options and Stock Appreciation
Rights shall become fully vested and exercisable, and all Full-Value Awards
(other than performance-based Awards) shall vest in full, be free of
restrictions, and be deemed to be earned and payable in an amount equal to the
full value of such Award, except in each case to the extent that another Award
meeting the requirements of Section 10(c) (any award meeting the requirements of
Section 10(c), a “Replacement Award”) is provided to the Participant pursuant to
Section 3(d) to replace such Award (any award intended to be replaced by a
Replacement Award, a “Replaced Award”), and (ii) any performance-based Award
that is not replaced by a Replacement Award shall be deemed to be earned and
payable in an amount equal to the full value of such performance-based Award
(with all applicable Performance Goals deemed achieved at the greater of (x) the
applicable target level and (y) the level of achievement of the Performance
Goals for the Award as determined by the Committee not later than the date of
the Change in Control, taking into account performance through the latest date
preceding the Change in Control as to which performance can, as a practical
matter, be determined (but not later than the end of the applicable Performance
Period)).

-17- 







    
(c) Replacement Awards. An Award shall
meet the conditions of this Section 10(c) (and hence qualify as a Replacement
Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value
equal to the value of the Replaced Award as of the date of the Change in
Control, as determined by the Committee in its sole discretion consistent with
Section 3(d); (iii) if the underlying Replaced Award was an equity-based award,
it relates to publicly traded equity securities of the Company or the entity
surviving the Company following the Change in Control; (iv) it contains terms
relating to vesting (including with respect to a Termination of Employment) that
are substantially identical to those of the Replaced Award; and (v) its other
terms and conditions are not less favorable to the Participant than the terms
and conditions of the Replaced Award (including the provisions that would apply
in the event of a subsequent Change in Control) as of the date of the Change in
Control. Without limiting the generality of the foregoing, a Replacement Award
may take the form of a continuation of the applicable Replaced Award if the
requirements of the preceding sentence are satisfied. If a Replacement Award is
granted, the Replaced Award shall not vest upon the Change in Control. The
determination whether the conditions of this Section 10(c) are satisfied shall
be made by the Committee, as constituted immediately before the Change in
Control, in its sole discretion. 

    
(d) Termination of Employment. Notwithstanding any other provision of this Plan to the contrary and
unless otherwise determined by the Committee and set forth in the applicable
Award Agreement, upon a Termination of Employment of a Participant by the
Company other than for Cause within 24 months following a Change in Control, (i)
all Replacement Awards held by such Participant shall vest in full, be free of
restrictions, and be deemed to be earned in full (with respect to Performance
Goals, unless otherwise agreed in connection with the Change in Control, at the
greater of (x) the applicable target level and (y) the level of achievement of
the Performance Goals for the Award as determined by the Committee taking into
account performance through the latest date preceding the Termination of
Employment as to which performance can, as a practical matter, be determined
(but not later than the end of the applicable Performance Period)), and (ii)
unless otherwise provided in the applicable Award Agreement, notwithstanding any
other provision of this Plan to the contrary, any Stock Option or Stock
Appreciation Right held by the Participant as of the date of the Change in
Control that remains outstanding as of the date of such Termination of
Employment may thereafter be exercised until the expiration of the stated full
Term of such Nonqualified Stock Option or Stock Appreciation Right. 

-18- 







    
(e) Definition of Change in Control. For
purposes of this Plan, a “Change in Control” shall mean the happening of any of
the following events: 

     (i)
The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
(a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of either (1) the then
outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (2) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes
of this subsection (i), the following acquisitions shall not constitute a Change
of Control: (1) any acquisition directly from the Company, (2) any acquisition
by the Company, (3) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any entity controlled by the
Company, or (4) any acquisition by any entity pursuant to a transaction which
complies with clauses (1), (2) and (3) of subsection (iii) of this Section
10(c); or

     (ii)
Individuals who, as of the effective date of this
Plan, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any individual becoming
a director subsequent to the effective date of this Plan whose election, or
nomination for election by the Company’s shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

     (iii)
Consummation of a reorganization, merger,
statutory share exchange or consolidation or similar transaction involving the
Company or any of its subsidiaries or sale or other disposition of all or
substantially all of the assets of the Company ,or the acquisition of assets or
securities of another entity by the Company or any of its subsidiaries (a
“Business Combination”), in each case, unless, following such Business
Combination, (1) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock (or, for a
non-corporate entity, equivalent securities) and the combined voting power of
the then outstanding voting securities entitled to vote generally in the
election of directors (or, for a non-corporate entity, equivalent securities),
as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity that, as a result of such transaction,
owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (2) no Person (excluding any entity resulting
from such Business Combination or any employee benefit plan (or related trust)
of the Company or such entity resulting from such Business Combination)
beneficially owns, directly or indirectly, 30% or more of, respectively, the
then outstanding shares of common stock (or, for a non-corporate entity,
equivalent securities) of the entity resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such
entity except to the extent that such ownership existed prior to the Business
Combination, and (3) at least a majority of the members of the board of
directors (or, for a non-corporate entity, equivalent securities) of the entity
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or

-19- 







     (iv)
The approval by the shareholders of the Company
of a complete liquidation or dissolution of the Company.

SECTION 11. Qualified
Performance-Based Awards; Section 16(b); Section 409A 

    
(a) The
provisions of this Plan are intended to ensure that all Stock Options and Stock
Appreciation Rights granted hereunder to any Participant who is or may be a
“covered employee” (within the meaning of Section 162(m)(3) of the Code) in the
tax year in which such Stock Option or Stock Appreciation Right is expected to
be deductible to the Company qualify for the Section 162(m) Exemption, and,
unless otherwise determined by the Committee, all such Awards shall therefore be
considered Qualified Performance-Based Awards and this Plan shall be interpreted
and operated consistent with that intention (including, without limitation, to
require that all such Awards be granted by a committee composed solely of
members who satisfy the requirements for being “outside directors” for purposes
of the Section 162(m) Exemption (“Outside Directors”)). When granting any Award
other than a Stock Option or Stock Appreciation Right, the Committee may
designate such Award as a Qualified Performance-Based Award, based upon a
determination that (i) the recipient is or may be a “covered employee” (within
the meaning of Section 162(m)(3) of the Code) with respect to such Award, and
(ii) the Committee wishes such Award to qualify for the Section 162(m)
Exemption, and the terms of any such Award (and of the grant thereof) shall be
consistent with such designation (including, without limitation, that all such
Awards be granted by a committee composed solely of Outside Directors). To the
extent required to comply with the Section 162(m) Exemption, no later than 90
days following the commencement of a Performance Period or, if earlier, by the
expiration of 25% of a Performance Period, the Committee will designate one or
more Performance Periods, determine the Participants for the Performance Periods
and establish the Performance Goals for the Performance Periods.

    
(b) Each
Qualified Performance-Based Award (other than a Stock Option or Stock
Appreciation Right) shall be earned, vested and/or payable (as applicable) upon
the achievement of one or more Performance Goals, together with the satisfaction
of any other conditions, such as continued employment, as the Committee may
determine to be appropriate.

-20- 







    
(c) The
full Board shall not be permitted to exercise authority granted to the Committee
to the extent that the grant or exercise of such authority would cause an Award
designated as a Qualified Performance-Based Award not to qualify for, or to
cease to qualify for, the Section 162(m) Exemption.

    
(d) The
provisions of this Plan are intended to ensure that no transaction under this
Plan is subject to (and not exempt from) the short-swing recovery rules of
Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the
composition of the Committee shall be subject to such limitations as the Board
deems appropriate to permit transactions pursuant to this Plan to be exempt
(pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b),
and no delegation of authority by the Committee shall be permitted if such
delegation would cause any such transaction to be subject to (and not exempt
from) Section 16(b).

    
(e) The
Plan is intended to comply with the requirements of Section 409A of the Code or
an exemption or exclusion therefrom and, with respect to amounts that are
subject to Section 409A of the Code, it is intended that this Plan be
administered in all respects in accordance with Section 409A of the Code. Each
payment under any Award that constitutes non-qualified deferred compensation
subject to Section 409A of the Code shall be treated as a separate payment for
purposes of Section 409A of the Code. In no event may a Participant, directly or
indirectly, designate the calendar year of any payment to be made under any
Award that constitutes non-qualified deferred compensation subject to Section
409A of the Code. Notwithstanding any other provision of this Plan or any Award
Agreement to the contrary, in the event that a Participant is a “specified
employee” within the meaning of Section 409A of the Code (as determined in
accordance with the methodology established by the Company), amounts that
constitute “nonqualified deferred compensation” within the meaning of Section
409A of the Code that would otherwise be payable during the six-month period
immediately following a Participant’s Separation from Service by reason of such
Separation from Service shall instead be paid or provided on the first business
day following the date that is six months following the Participant’s Separation
from Service. If the Participant dies following the Separation from Service and
prior to the payment of any amounts delayed on account of Section 409A of the
Code, such amounts shall be paid to the personal representative of the
Participant’s estate within 30 days following the date of the Participant’s
death (with the first date following the date of the Participant’s death being
the first day of such 30-day period). 

SECTION 12. Term, Amendment and
Termination 

    
(a) Effectiveness. The Plan was approved
by the Board on February 23, 2012, subject to and contingent upon approval by
the Company’s shareholders. The Plan will be effective as of the date of such
approval by the Company’s shareholders (the “Effective Date”). 

-21- 







    
(b) Termination. The Plan will terminate
on the tenth anniversary of the Effective Date. Awards outstanding as of such
date shall not be affected or impaired by the termination of this
Plan.

    
(c) Amendment of Plan. The Board or the
Committee may amend, alter, or discontinue this Plan, but no amendment,
alteration or discontinuation shall be made which would materially impair the
rights of the Participant with respect to a previously granted Award without
such Participant’s consent, except such an amendment made to comply with
applicable law, including without limitation Section 409A of the Code,
Applicable Exchange listing standards or accounting rules. In addition, no
amendment shall be made without the approval of the Company’s shareholders (a)
to the extent such approval is required (1) by applicable law or the listing
standards of the Applicable Exchange as in effect as of the date hereof or (2)
under applicable law or the listing standards of the Applicable Exchange as may
be required after the date hereof, (b) to the extent such amendment would
materially increase the benefits accruing to Participants under this Plan, (c)
to the extent such amendment would materially increase the number of securities
which may be issued under this Plan or (d) to the extent such amendment would
materially modify the requirements for participation in this Plan.

    
(d) Amendment of Awards. Subject to
Section 5(d), the Committee may unilaterally amend the terms of any Award
theretofore granted, but no such amendment shall cause a Qualified
Performance-Based Award to cease to qualify for the Section 162(m) Exemption or
without the Participant’s consent materially impair the rights of any
Participant with respect to an Award, except such an amendment made to cause
this Plan or Award to comply with applicable law, Applicable Exchange listing
standards or accounting rules.

SECTION 13. Unfunded Status of
Plan

          It is
presently intended that this Plan constitute an “unfunded” plan for incentive
and deferred compensation. The Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under this Plan to deliver
Common Stock or make payments; provided, however, that unless the Committee
otherwise determines, the existence of such trusts or other arrangements is
consistent with the “unfunded” status of this Plan.

SECTION 14. General
Provisions

    
(a) Conditions for Issuance. The Committee
may require each person purchasing or receiving Shares pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the Shares without a view to the distribution thereof. The certificates for such
Shares may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer. Notwithstanding any other provision of this Plan
or agreements made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for Shares under this Plan prior to
fulfillment of all of the following conditions: (i) listing or approval for
listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii)
any registration or other qualification of such Shares of the Company under any
state or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or advisable; and (iii)
obtaining any other consent, approval, or permit from any state or federal
governmental agency which the Committee shall, in its absolute discretion after
receiving the advice of counsel, determine to be necessary or
advisable.

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(b) Additional Compensation Arrangements.
Nothing contained in this Plan shall prevent the Company or any Subsidiary or
Affiliate from adopting other or additional compensation arrangements for its
employees.

    
(c) No
Contract of Employment. The Plan shall not
constitute a contract of employment, and adoption of this Plan shall not confer
upon any employee any right to continued employment, nor shall it interfere in
any way with the right of the Company or any Subsidiary or Affiliate to
terminate the employment of any employee at any time.

    
(d) Required Taxes. No later than the date
as of which an amount first becomes includible in the gross income of a
Participant for federal, state, local or foreign income or employment or other
tax purposes with respect to any Award under this Plan, such Participant shall
pay to the Company, or make arrangements satisfactory to the Company regarding
the payment of, any federal, state, local or foreign taxes of any kind required
by law to be withheld with respect to such amount. Unless otherwise determined
by the Company, withholding obligations may be settled with Common Stock,
including Common Stock that is part of the Award that gives rise to the
withholding requirement, having a Fair Market Value on the date of withholding
equal to the minimum amount (and not any greater amount) required to be withheld
for tax purposes, all in accordance with such procedures as the Committee
establishes. The obligations of the Company under this Plan shall be conditional
on such payment or arrangements, and the Company and its Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to such Participant. The Committee may establish such
procedures as it deems appropriate, including making irrevocable elections, for
the settlement of withholding obligations with Common Stock.

    
(e) Limitation on Dividend Reinvestment and Dividend
Equivalents. Reinvestment of dividends in
additional Restricted Stock at the time of any dividend payment, and the payment
of Shares with respect to dividends to Participants holding Awards of Restricted
Stock Units, shall only be permissible if sufficient Shares are available under
Section 3 for such reinvestment or payment (taking into account then-outstanding
Awards). In the event that sufficient Shares are not available for such
reinvestment or payment, such reinvestment or payment shall be made in the form
of a grant of Restricted Stock Units equal in number to the Shares that would
have been obtained by such payment or reinvestment, the terms of which
Restricted Stock Units shall provide for settlement in cash and for dividend
equivalent reinvestment in further Restricted Stock Units on the terms
contemplated by this Section 14(e).

    
(f) Designation of Death Beneficiary. The
Committee shall establish such procedures as it deems appropriate for a
Participant to designate a beneficiary to whom any amounts payable in the event
of such Participant’s death are to be paid or by whom any rights of such
eligible Individual, after such Participant’s death, may be
exercised.

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(g) Subsidiary Employees. In the case of a
grant of an Award to any employee of a Subsidiary, the Company may, if the
Committee so directs, issue or transfer the Shares, if any, covered by the Award
to the Subsidiary, for such lawful consideration as the Committee may specify,
upon the condition or understanding that the Subsidiary will transfer the Shares
to the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of this Plan. All Shares underlying Awards
that are forfeited or canceled revert to the Company.

    
(h) Governing Law and Interpretation. The
Plan and all Awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Oregon, without reference
to principles of conflict of laws. The captions of this Plan are not part of the
provisions hereof and shall have no force or effect.

    
(i) Non-Transferability. Except as
otherwise provided in Sections 5(i), 6(c)(ii) and 7(b)(ii) or as determined by
the Committee, Awards under this Plan are not transferable except by will or by
laws of descent and distribution.

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