exhibit10-1.htm


    Exhibit 10.1

     

    WEST COAST BANCORP
2002 STOCK INCENTIVE
PLAN
(As amended through April 27, 2010)

     

    SECTION 1. Purpose; Definitions


     

         The purpose of the 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 the 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) "Award" means a Stock Option, Restricted Stock, or
other stock-based award. 

     

         (c) "Board" means the Board of Directors of the Company.


     

         (d) "Cause" means,
unless otherwise provided by the Committee, (1) "Cause" as defined in any
Individual Agreement to which the participant is a party, or (2) if there is no
such Individual Agreement or if it does not define Cause: (A) conviction of 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,
or (C) prior to a Change in Control, such other events as shall be determined by
the Committee.

     

         (e) "Change in Control" and "Change in Control Price" have the meanings set forth in Sections 9(b)
and (c), respectively. 

     

         (f) "Code" means
the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto. 

     

         (g) "Commission" means the Securities and Exchange Commission
or any successor agency.

     

         (h) "Committee"
means the Committee referred to in Section 2.

     

         (i) "Common Stock"
means common stock, no par value per share, of the Company.

     

         (j) "Company" means
West Coast Bancorp, an Oregon corporation. 

     

         (k) "Covered Employee" means a participant designated prior to the grant of Restricted Stock by
the Committee who is or may be a "covered employee" within the meaning of
Section 162(m)(3) of the Code in the year in which the Company is expected to be
entitled to a federal income tax deduction with respect to the Award.


     

    -1-

     

    

    
    


         (l) "Disability"
means, unless otherwise provided by the Committee, (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. 

     

         (m) "Eligible Individuals" mean directors, officers, employees and consultants of the Company or
any of its Subsidiaries or Affiliates, and prospective employees and consultants
who have accepted offers of employment or consultancy from the Company or its
Subsidiaries or Affiliates, who are or will be responsible for or contribute to
the management, growth or profitability of the business of the Company, or its
Subsidiaries or Affiliates. 

     

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

     

         (o) "Fair Market Value" means, except as otherwise provided by the Committee, as of 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 the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which the Common Stock is listed or on NASDAQ. 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. 

     

         (p) "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. 

     

         (q) "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. 

     

         (r) "NonQualified Stock Option" means any Stock Option that is not an
Incentive Stock Option. 

     

         (s) "Qualified Performance-Based Award" means an Award of Restricted Stock designated
as such by the Committee at the time of grant, 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 in the year in which the Company would expect to
be able to claim a tax deduction with respect to such Restricted Stock, and (ii)
the Committee wishes such Award to qualify for the Section 162(m) Exemption.


     

         (t) "Performance Goals" means the performance goals established by the Committee in connection
with the grant of Restricted Stock. 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, earnings per
share, return on equity, return on assets, asset quality, net interest margin,
loan portfolio growth, efficiency ratio, deposit portfolio growth, and
liquidity, and (ii) such Performance Goals shall be set by the Committee within
the time period prescribed by Section 162(m) of the Code and related
regulations. 

     

         (u) "Plan" means
the West Coast Bancorp 2002 Stock Incentive Plan, as set forth herein and as
hereinafter amended from time to time. 

     

    -2-

     

    

    
    


         (v) "Restricted
Stock" means an Award
granted under Section 6. 

     

         (w) "Restricted Stock
Agreement" has the meaning
set forth in Section 6(c)(vi) of the Plan. 

     

         (x) "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 age 55 and with five years or more of employment service with the
Company, a Subsidiary or Affiliate. 

     

         (y) "Rule 16b-3"
means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the
Exchange Act, as amended from time to time. 

     

         (z) "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. 

     

         (aa) "Stock
Option" means an Award
granted under Section 5. 

     

         (bb) "Subsidiary" means any corporation, partnership, joint venture 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. 

     

         (cc) "Termination of Employment" means the termination of the participant's
employment with, or performance of services for, the Company and any of its
Subsidiaries or Affiliates. A participant employed by, or performing services
for, a Subsidiary or an Affiliate shall also be deemed to incur a Termination of
Employment if the Subsidiary or Affiliate ceases to be such a Subsidiary or an
Affiliate, 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.


     

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

     

         SECTION 2. Administration


     

         The Plan shall be administered by the Board directly, or if the Board
elects, by the Compensation and 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. Notwithstanding the foregoing or any other provision
of the Plan to the contrary, all Performance Goals will be established and
administered and all Qualified Performance-Board Awards will be granted to any
"covered employee" within the meaning of Section 162(m)(3) of the Code, only by
either (a) the Board as a whole in a proceeding in which all members of the
Board who are or may be "covered employees" recuse themselves from consideration
and approval of such goals or Awards, or (b) a duly authorized committee
consisting of two or more "outside directors" as that term is defined in Section
162(m) of the Code. All references in the Plan to the "Committee" refer to the
Board as a whole, unless a separate committee has been designated or authorized
consistent with the foregoing.

     

         The Committee shall have plenary authority to grant Awards pursuant to
the terms of the Plan to Eligible Individuals. 

     

    -3-

     

    

    
    


         Among other things, the Committee
shall have the authority, subject to the terms of the Plan: 

     

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

     

         (b) To determine whether and to what extent Incentive Stock Options,
NonQualified Stock Options and Restricted Stock or any combination thereof are
to be granted hereunder; 

     

         (c) To determine the number of shares of Common Stock to be covered by
each Award granted hereunder; 

     

         (d) To determine the terms and conditions of any Award granted hereunder
(including, but not limited to, the option 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; 

     

         (e) 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; 

     

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


     

         (g) To determine under what circumstances an Award may be settled in cash
or Common Stock under Section 5(d). 

     

         The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan. 

     

         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 applicable rules of a stock exchange, 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. 

     

         Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the 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 the
Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Plan participants.


     

         Any authority granted to the Committee may also be exercised by the full
Board, except to the extent that the grant or exercise of such authority would
cause any Award or transaction to become subject to (or lose an exemption under)
the short-swing profit recovery provisions of Section 16 of the Exchange Act or
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. To the extent
that any permitted action taken by the Board conflicts with action taken by the
Committee, the Board action shall control. 

     

         Notwithstanding the foregoing, except in connection with a corporate
transaction involving the Company (including, without limitation, any stock
dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, or
exchange of shares), the terms of outstanding Stock Options and stock
appreciation rights may not be amended to reduce the exercise price of the Stock
Options or stock appreciation rights and outstanding Stock Options or stock
appreciation rights may not be cancelled in exchange for cash, Stock Options,
stock appreciation rights or other Awards with an exercise price that is less
than the exercise price of the cancelled Stock Options or stock appreciation
rights.

     

    -4-

     

    

    
    


         SECTION 3. Common Stock Subject to
Plan 

     

         The maximum number of shares of Common Stock that may be delivered to
participants and their beneficiaries under the Plan shall be 4,140,000. No more
than 2,488,000 shares may be issued as Restricted Stock or be based upon the
Common Stock pursuant to Section 8 of the Plan. The maximum aggregate number of
shares of Common Stock that may be issued pursuant to Incentive Stock Options is
1,800,000. No participant may be granted Stock Options covering in excess of
300,000 shares of Common Stock in any fiscal year of the Company. Shares subject
to an Award under the Plan may be authorized and unissued shares. No further
awards will be granted under the Company's 1999 Stock Option Plan, 2000
Restricted Stock Plan and Amended and Restated 1995 Director Stock Option
Plan.

     

         If any Award is forfeited, or if any Stock Option terminates, expires or
lapses without being exercised, the shares of Common Stock subject to such
Awards shall again be available for distribution in connection with Awards under
the Plan.

     

         In the event of a stock split (including a reverse stock split), a
dividend or distribution paid in Common Stock, or a recapitalization of or
affecting Common Stock, the aggregate number and kind of shares reserved for
issuance under the Plan, the maximum limitation upon the number of shares that
may be issued as Restricted Stock or subject to Stock Options to be granted to a
single participant in any fiscal year under the Plan, the number, kind, and
option price per share subject to each outstanding Stock Option, and the number
and kind of shares subject to other Awards granted under the Plan, will
automatically be adjusted proportionately, or substituted, to reflect the effect
of such stock split, distribution paid in Common Stock, or recapitalization.


     

         In the event of any merger or consolidation, separation (including a spin
off), a reorganization (whether or not such reorganization comes within the
definition of such term in Section 368 of the Code), any partial or complete
liquidation, or any other change in corporate capitalization not specifically
addressed above, the Committee or Board may make such adjustments or
substitution in the aggregate number and kind of shares reserved for issuance
under the Plan, the maximum limitation upon the number of shares that may be
issued as Restricted Stock or subject to Stock Options to be granted to a single
participant under the Plan, in the number, kind, and option price per share
subject to outstanding Stock Options, in the number and kind of shares subject
to other outstanding Awards under the Plan and/or such other equitable
adjustments or substitutions as it may determine to be appropriate in its sole
discretion. 

     

         Notwithstanding the foregoing, the number of shares subject to any Award
shall always be a whole number which shall be obtained by rounding all
calculations up to the nearest whole share. 

     

         SECTION 4. Eligibility


     

         Awards may be granted under the Plan
to Eligible Individuals. 

     

    -5-

     

    

    
    


         SECTION 5. Stock
Options

     

         Stock Options may be granted alone or in addition to other Awards granted
under the Plan and may be of two types: Incentive Stock Options and NonQualified
Stock Options. Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve. 

     

         The Committee shall have the authority to grant any optionee Incentive
Stock Options, NonQualified Stock Options or both types of Stock Options;
provided, however, that grants hereunder are subject to the
aggregate limit on grants to individual participants set forth in Section 3.
Incentive Stock Options may be granted only to employees of the Company and its
subsidiaries or parent corporation (within the meaning of Section 424(f) of the
Code). To the extent that any Stock Option is not designated as an Incentive
Stock Option or even if so designated does not qualify as an Incentive Stock
Option on or subsequent to its grant date, it shall constitute a NonQualified
Stock Option. 

     

         Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
NonQualified Stock Option. The grant of a Stock Option shall occur on the date
the Committee by resolution selects an Eligible Individual to receive a grant of
a Stock Option, determines the number of shares of Common Stock to be subject to
such Stock Option to be granted to such Eligible Individual and specifies the
terms and provisions of the Stock Option. The Company shall notify an Eligible
Individual of any grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the Company to the
participant. Such agreement or agreements shall become effective upon execution
by the Company and the participant. 

     

         Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Committee shall deem desirable: 

     

         (a) Option Price. The
option price per share of Common Stock purchasable under a Stock Option shall be
determined by the Committee and set forth in the option agreement, and shall not
be less than the Fair Market Value of the Common Stock subject to the Stock
Option on the date of grant. 

     

         (b) Option Term.
The term of each Stock Option shall be fixed by the Committee, but no Stock
Option shall be exercisable more than 10 years after the date the Stock Option
is granted. 

     

         (c) Exercisability.
Except as otherwise provided herein, Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Committee. If the Committee provides that any Stock Option is exercisable
only in installments, the Committee may at any time waive such installment
exercise provisions, in whole or in part, based on such factors as the Committee
may determine. In addition, the Committee may at any time accelerate the
exercisability of any Stock Option. 

     

         (d) Method of Exercise. Subject to the provisions of this Section 5, Stock Options may be
exercised, in whole or in part, at any time during the option term by giving
written notice of exercise to the Company specifying the number of shares of
Common Stock subject to the Stock Option to be purchased. 

     

         Such notice shall be accompanied by payment in full of the purchase price
by certified or bank check or such other instrument as the Company may accept.
If approved by the Committee, payment, in full or in part, may also be made in
the form of unrestricted Common Stock (by delivery of such shares or by
attestation) already owned by the optionee 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 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 may be authorized only at the time the Stock
Option is granted.

     

    -6-

     

    

    
    


         If approved by the Committee, payment in full or in part may also be made
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 or loan proceeds 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 enter into
agreements for coordinated procedures with one or more brokerage firms.


     

         In addition, if approved by the Committee, payment in full or in part may
also be made by instructing the Company to withhold a number of such shares
having a Fair Market Value on the date of exercise equal to the aggregate
exercise price of such Stock Option. The Committee may also provide for Company
loans to be made for purposes of the exercise of Stock Options. 

     

         No shares of Common Stock shall be issued until full payment therefor has
been made. Except as otherwise provided in Section 5(o) below, an optionee 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 (including, if
applicable, the right to vote the shares and the right to receive dividends),
when the optionee has given written notice of exercise, has paid in full for
such shares and, if requested, has given the representation described in Section
12(a). 

     

         (e) Nontransferability of Stock Options. No Stock Option shall be transferable by the
optionee other than (i) by will or by the laws of descent and distribution; or
(ii) in the case of a NonQualified Stock Option, as otherwise expressly
permitted by the Committee including, if so permitted, pursuant to a transfer to
such optionee's immediate family (as defined by the Committee), whether directly
or indirectly or by means of a trust or partnership or otherwise. All Stock
Options shall be exercisable, subject to the terms of this Plan, only by the
optionee, the guardian or legal representative of the optionee, or any person to
whom such option is transferred pursuant to this paragraph, it being understood
that the term "holder" and "optionee" include such guardian, legal
representative and other transferee. 

     

         (f) Termination by Reason of Death. Unless otherwise determined by the
Committee, if an optionee incurs a Termination of Employment by reason of death,
any Stock Option held by such optionee shall immediately vest in full and may
thereafter be exercised until the expiration of the stated term of such Stock
Option. 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. 

     

         (g) Termination by Reason of Disability. Unless otherwise determined by the
Committee, if an optionee incurs a Termination of Employment by reason of
Disability, any Stock Option held by such optionee shall immediately vest in
full and may thereafter be exercised until the expiration of the stated term of
such Stock Option. 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.


     

         (h) Termination by Reason of Retirement. Unless otherwise determined by the
Committee, if an optionee incurs a Termination of Employment by reason of
Retirement, any Stock Option held by such optionee shall immediately vest in
full and may thereafter be exercised until the expiration of the stated term of
such Stock Option. 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.

     

    -7-

     

    

    
    


         (i) Termination by the Company for Cause. Unless otherwise determined by the
Committee, if an optionee incurs a Termination of Employment for Cause, all
Stock Options held by such optionee, whether vested or unvested, shall thereupon
terminate. 

     

         (j) Other Termination. Unless otherwise determined by the Committee, if an optionee incurs a
Termination of Employment for any reason other than death, Disability, or
Retirement, or for Cause, and except as set forth in Section 5(i) above, any
Stock Option held by such optionee, 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 three months from the date of such
Termination of Employment or the balance of such Stock Option's stated term;
provided, however, that if the optionee dies within such
three-month period, any unexercised Stock Option held by such optionee shall,
notwithstanding the expiration of such three-month period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a
period of 12 months from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter. 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. 

     

         (k) Additional Rules for Incentive Stock Options. Notwithstanding anything contained herein 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 option price is at least 110% of the Fair Market
Value of a share of Common Stock 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) Cashing Out of Stock Option. On receipt of written notice of exercise,
the Committee may elect to cash out all or part of the portion of the shares of
Common Stock for which a Stock Option is being exercised by paying the optionee
an amount, in cash or Common Stock, equal to the excess of the Fair Market Value
of the Common Stock over the option price times the number of shares of Common
Stock for which the Option is being exercised on the effective date of such
cash-out. 

     

         (m) Certain Terminations Prior to a Change in Control. Unless otherwise determined by the
Committee, notwithstanding any other provision of this Plan to the contrary, in
the event an optionee incurs a Termination of Employment by the Company other
than for Cause at any time after the Company executes an agreement that provides
for a transaction that if consummated would constitute a Change in Control, but
before the actual occurrence of such Change in Control, and, thereafter, such
Change in Control actually occurs, then, upon such Change in Control, any Stock
Option held by such optionee prior to such Termination of Employment shall
immediately vest in full and may thereafter be exercised by the optionee until
expiration of the stated term of such Stock Option. 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. 

     

    -8-

     

    

    
    


         (n) Change in Control Cash-Out. If the Committee shall determine at the time
of grant of an Option or thereafter, then, notwithstanding any other provision
of the Plan, during the 60-day period from and after a Change in Control (the
"Exercise Period"), an optionee shall have the right, whether or not the Stock
Option is fully exercisable and in lieu of the payment of the option price for
the shares of Common Stock being purchased under the Stock Option and by giving
notice to the Company, to elect (within the Exercise Period) to surrender all or
part of the Stock Option to the Company and to receive cash, within 30 days of
such election, in an amount equal to the amount by which the Change in Control
Price per share of Common Stock on the date of such election shall exceed the
exercise price per share of Common Stock under the Stock Option (the "Spread")
multiplied by the number of shares of Common Stock granted under the Stock
Option as to which the right granted under this Section 5(n) shall have been
exercised. 

     

         (o) Dividends and Dividend Equivalents. Dividends and dividend equivalents may not
be paid or accrued on Stock Options. 

     

         SECTION 6. Restricted Stock


     

         (a) Administration.
Shares of Restricted Stock may be awarded either alone or in addition to other
Awards granted under the 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) Awards and Certificates. Shares of Restricted Stock shall be evidenced in such manner as the
Committee may deem appropriate, including book-entry registration or issuance of
one or more stock certificates. Any certificate issued in respect of shares of
Restricted Stock shall be registered in the name of such 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 2002 Stock Incentive Plan and a Restricted
Stock 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."


     

    The Committee may
require that the certificates evidencing such shares be held in custody by the
Company until the restrictions thereon shall have lapsed and that, as a
condition of any Award of Restricted Stock, the participant shall have delivered
a stock power, endorsed in blank, relating to the Common Stock covered by such
Award. 

     

         (c) Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and
conditions: 

     

         (i) The Committee may, prior to or at the time
of grant, designate an Award of Restricted Stock as a Qualified
Performance-Based Award, in which event it shall condition the grant or vesting,
as applicable, of such Restricted Stock upon the attainment of Performance
Goals. If the Committee does not designate an Award of Restricted Stock as a
Qualified Performance-Based Award, it may also condition the grant or vesting
thereof upon the attainment of Performance Goals. Regardless of whether an Award
of Restricted Stock is a Qualified Performance-Based Award, the Committee may
also condition the grant or vesting thereof upon the continued service of the
participant. 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. The Committee may at
any time, in its sole discretion, accelerate or waive, in whole or in part, any
of the foregoing restrictions (other than, in the case of Restricted Stock which
is a Qualified Performance-Based Award, satisfaction of the applicable
Performance Goals, unless the participant's employment is terminated by reason
of death or Disability). No more than 113,322 shares of Common Stock may be
subject to Qualified Performance-Based Awards granted to any participant during
the term of the Plan.

     

    -9-

     

    

    
    


         (ii) Subject to the provisions of the Plan and
the Restricted Stock Agreement referred to in Section 6(c)(vi), during the
period, if any, set by the Committee, commencing with the date of such Award for
which such participant's continued service is required (the "Restriction
Period"), and until the later of (i) the expiration of the Restriction Period
and (ii) the date the applicable Performance Goals (if any) are satisfied, the
participant shall not be permitted to sell, assign, transfer, pledge or
otherwise encumber shares of Restricted Stock; provided that the
foregoing shall not prevent a participant from pledging Restricted Stock as
security for a loan, the sole purpose of which is to provide funds to pay the
option price for Stock Options. 

     

         (iii) Except as provided in this paragraph
(iii) and Sections 6(c)(i) and 6(c)(ii) and the Restricted Stock Agreement, the
participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a stockholder 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. If so
determined by the Committee in the applicable Restricted Stock Agreement and
subject to Section 12(e) of the Plan, (A) cash dividends on the class or series
of Common Stock that is the subject of the Restricted Stock Award shall be
automatically deferred and reinvested in additional Restricted Stock, and shall,
as determined by the Committee, either be (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) Except to the extent otherwise provided
in the applicable Restricted Stock Agreement or Section 6(c)(i), 6(c)(ii),
6(c)(v), 6(d) or 9(a)(ii), upon a participant's Termination of Employment for
any reason during the Restriction Period or before the 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, unless the participant's
employment is terminated by reason of death or Disability) with respect to any
or all of such participant's shares of Restricted Stock. 

     

         (v) If and when any applicable Performance
Goals are satisfied and the Restriction Period expires without a prior
forfeiture of the Restricted Stock, unlegended certificates for such shares
shall be delivered to the participant upon surrender of the legended
certificates. 

     

    -10-

     

    

    
    


         (vi) Each Award shall be confirmed by, and be
subject to, the terms of a Restricted Stock Agreement. 

     

         (d) Termination of Employment due to Death or
Disability. Unless
otherwise determined by the Committee, upon a participant's Termination of
Employment by reason of death or Disability, the restrictions, including any
Performance Goals, and deferral limitations applicable to any Restricted Stock
shall lapse (with respect to Performance Goals, be deemed earned in full), and
such Restricted Stock shall become free of all restrictions and become fully
vested and transferable to the full extent of the original grant. 

     

         SECTION 7. [Intentionally Left Blank]


     

         SECTION 8. Other Stock-Based Awards


     

         Other 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) dividend equivalents and convertible debentures, may be
granted either alone or in conjunction with other Awards granted under the
Plan.

     

    SECTION 9. Change in Control Provisions


     

         (a) Impact of Event.
Notwithstanding any other provision of this Plan to the contrary, in the event a
recipient of an Award incurs a Termination of Employment by the Company or a
successor other than for Cause during the 24-month period following a Change in
Control: 

     

         (i) Any Stock Options held by an optionee
which are not then exercisable and vested, shall become fully exercisable and
vested to the full extent of the original grant, and all Stock Options shall be
exercisable until expiration of the stated term of such Stock Options.


     

         (ii) The restrictions, including any
Performance Goals, and deferral limitations applicable to any Restricted Stock
shall lapse (with respect to Performance Goals, be deemed earned in full), and
such Restricted Stock shall become free of all restrictions and become fully
vested and transferable to the full extent of the original grant. 

     

         (iii) The Committee may also make additional
adjustments and/or settlements of outstanding Awards as it deems appropriate and
consistent with the Plan's purposes.

     

         (b) Definition of Change in Control. For purposes of the 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
corporation controlled by the Company or (4) any acquisition by any corporation
pursuant to a transaction which complies with clauses (1), (2) and (3) of
subsection (iii) of this Section 9(b); or 

     

    -11-

     

    

    
    


         (ii) Individuals who, as of the effective date
of the 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 the 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
or consolidation or sale or other disposition of all or substantially all of the
assets of the Company (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 and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which 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 corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 30% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation 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 of the corporation 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 

     

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

     

         (c) Change in Control Price. For purposes of the Plan, "Change in Control Price" means the higher of
(i) the highest reported sales price, regular way, of a share of Common Stock in
any transaction reported on the New York Stock Exchange Composite Tape or other
national exchange on which such shares are listed or on NASDAQ during the 60-day
period prior to and including the date of a Change in Control or (ii) if the
Change in Control is the result of a tender or exchange offer or a Business
Combination, the highest price per share of Common Stock paid in such tender or
exchange offer or Business Combination; provided, however,
that in the case of Incentive Stock Options, the Change in Control Price shall
be in all cases the Fair Market Value of the Common Stock on the date such
Incentive Stock Option is exercised. To the extent that the consideration paid
in any such transaction described above consists all or in part of securities or
other noncash consideration, the value of such securities or other noncash
consideration shall be determined in the sole discretion of the Board.


     

    -12-

     

    

    
    


         SECTION 10. Term, Amendment and
Termination 

     

         The Plan will terminate on the tenth anniversary of the effective date of
the Plan. Under the Plan, Awards outstanding as of such date shall not be
affected or impaired by the termination of the Plan. 

     

         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would materially and adversely
impair the rights of an optionee under a Stock Option or a recipient of a
Restricted Stock Award or other stock-based Award theretofore granted without
the optionee's or recipient's consent, except such an amendment made to comply
with applicable law, stock exchange rules or accounting rules. In addition, no
such amendment shall be made without the approval of the Company's stockholders
to the extent such approval is required by applicable law or stock exchange
rules. 

     

         The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
materially and adversely impair the rights of any holder without the holder's
consent, except such an amendment made to cause the Plan or Award to comply with
applicable law, stock exchange rules or accounting rules. 

     

         Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in law and tax and accounting rules as
well as other developments, and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.

     

         SECTION 11. Unfunded Status of
Plan

     

         It is presently intended that the 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 the 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 the Plan.


     

         SECTION 12. General
Provisions

     

         (a) 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 the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the 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 New York Stock Exchange, Inc., or such
other securities exchange as may at the time be the principal market for the
Common Stock; 

     

         (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 

     

    -13-

     

    

    
    


         (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. 

     

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

     

         (c) The Plan shall not constitute a contract of employment, and adoption
of the 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) No later than the date as of which an amount first becomes includible
in the gross income of the participant for federal income tax purposes with
respect to any Award under the Plan, the 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. The obligations of the Company under the 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 the 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) Reinvestment of dividends in additional Restricted Stock at the time
of any dividend payment shall only be permissible if sufficient shares of Common
Stock are available under Section 3 for such reinvestment (taking into account
then outstanding Stock Options and other Awards). 

     

         (f) 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 the participant's death are to be paid or by whom any rights of the
participant, after the participant's death, may be exercised. 

     

         (g) In the case of a grant of an Award to any employee of a Subsidiary of
the Company, the Company may, if the Committee so directs, issue or transfer the
shares of Common Stock, 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 of Common Stock to
the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan. All shares of Common Stock
underlying Awards that are forfeited or canceled should revert to the Company.


     

         (h) 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. 

     

         (i) Except as otherwise provided in Section 5(e) by the Committee, Awards
under the Plan are not transferable except by will or by laws of descent and
distribution. 

     

         SECTION 13. Effective Date of Plan


     

         The Plan shall be effective as of the date it is adopted by the Board,
subject to approval of the Plan by the affirmative vote of a majority of the
votes cast with respect to the plan at a meeting of stockholders. 

     

    -14-