Exhibit 10.29


EMPLOYMENT AGREEMENT
 FOR
 ROBERT D. SZNEWAJS


Effective Date:  January 1, 2005


West Coast Bancorp
 and
 West Coast Bank








TABLE OF CONTENTS

	
   
 	
   
 	
  
Page
  
	
  
 
  	
  
 
  	
  


  
	
  
SECTION 1
  	
  
THE   PARTIES
  	
  
1
  
	
  
 
  	
  
 
  	
   
 
	
  SECTION 2
  	
  
TERM
  	
  
1
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 3
  	
  
POSITION
  	
  
1
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 4
  	
  
DUTIES
  	
  
1
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 5
  	
  
TIME   COMMITMENT; OUTSIDE ACTIVITIES
  	
  
2
  
	
   
  	
  
 
  	
   
 
	
  
SECTION 6
  	
  
COMPENSATION
  	
  
2
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 7
  	
  
GROUNDS  FOR TERMINATION OF   EMPLOYMENT
  	
  
4
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 8
  	
  
PAYMENTS   UPON TERMINATION
  	
  
6
  
	
   
  	
  
 
  	
   
 
	
  
SECTION 9
  	
  
SEVERANCE   BENEFITS
  	
  
7
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 10
  	
  
TERMINATION   UPON CHANGE IN   CONTROL
  	
  
10
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 11
  	
  
EFFECT   OF TERMINATION ON   OTHER POSITIONS
  	
  
10
  
	
   
  	
  
 
  	
   
 
	
  
SECTION 12
  	
  
NO   MITIGATION OR OFFSET
  	
  
10
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 13
  	
  
CONFIDENTIALITY
  	
  
11
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 14
  	
  
ASSISTANCE WITH CLAIMS
  	
  
12
  
	
   
  	
  
 
  	
   
 
	
  
SECTION 15
  	
  
GENERAL   PROVISIONS
  	
  
12
  
	
  
 
  	
  
 
  	
   
 
	
  
SIGNATURES
  	
  
15
  




-i-








EMPLOYMENT AGREEMENT


Effective Date:  January 1, 2005

	
  1.
  	
  
THE PARTIES.  This Employment Agreement (the   “Agreement”) is made by and among:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
WEST COAST   BANCORP (“Bancorp”) and WEST COAST BANK (the ”Bank”), (collectively the   “Company”); and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
ROBERT D.   SZNEWAJS (the “Executive”).
  
	
   
  	
  
 
  
	
  
2.
  	
  
TERM.  The Company employs the Executive   for a three-year term beginning effective as of January 1, 2005,   and expiring on December 31, 2007, subject to earlier termination   under the terms and conditions of this Agreement.
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
POSITION.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
CEO and President.  The Executive’s title will be Chief Executive Officer and   President of Bancorp.  At the   discretion of the Board of Directors of Bancorp, the Executive shall also be   the Chief Executive Officer and/or President of the Bank.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
Directorship.  Subject to shareholder approval as required, the Executive will   serve as a director of:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Bancorp and   the Bank; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Such of   their subsidiaries and affiliated companies as the Company may designate from   time to time.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  4.
  	
  
DUTIES.  The   Executive shall:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Use his best   efforts to faithfully and efficiently perform—
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Those duties   that are specified for the Executive’s position in the Company’s bylaws and   other governing documents; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Any   additional duties consistent with the Executive’s position as may be   reasonably designated from time to time by the Company’s Board of Directors,   either with or without additional compensation;
  
	
   
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Report   directly to the Board of Directors of Bancorp and the Bank, as applicable;   and
  




PAGE 1 EMPLOYMENT AGREEMENT







	
  
 
  	
  
(c)
  	
  
Comply with   the Company’s employment policies, procedures and practices that apply to   other senior executives.  However, if   there is a conflict between those policies, procedures and practices and the   terms and conditions of this Agreement, this Agreement shall control.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  5.
  	
  
TIME COMMITMENT; OUTSIDE ACTIVITIES.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Except as   provided in subsection (b) below, the Executive shall devote his full   working time, attention and talents to performing his duties under   Section 4.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The   Executive may engage in civic, community, investment and outside business   activities provided they:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(1)
  	
  
Do not   interfere with his duties under Section 4; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Are either:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
Allowed   under the Company’s Governance Policy as in effect at the time; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
Expressly   approved in advance by Bancorp’s or the Bank’s Board of Directors, as   applicable.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
6.
  	
  
COMPENSATION.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
Salary.    The Executive will receive an annual salary of $330,000, payable in   accordance with the Company’s regular payroll schedule and practices.  Bancorp’s Compensation and Personnel   Committee (the “Committee”) will review the Executive’s salary annually under   subsection (l) below and may, at its discretion, increase, but not   decrease, the Executive’s salary.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Bonus.    The Executive’s targeted annual bonus will be 100 percent of his   annual salary.  The actual bonus   amount for any year will be determined by the Committee in its discretion   under subsection (l) below.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
SERP.    The Executive shall receive retirement benefits under the terms and   conditions of the Supplemental Executive Retirement Plan dated   August 1, 2003, between the Executive and the Company, as amended.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Incentive Awards.  The Executive shall receive such awards of stock options or   restricted stock as may be determined annually by the Committee under   subsection (l) below.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Deferred Compensation.  The Executive shall be entitled to   participate in any deferred compensation plan or program available to the   Company’s senior executives.
  




PAGE 2 EMPLOYMENT AGREEMENT







	
   
  	
  
(f)
  	
  
Employee Benefits.  To the extent allowed by law and regulations, the Executive   shall participate in all pension benefit plans, welfare benefit plans,   insurance plans or programs and other fringe benefit plans or programs the   Company has in effect for its employees and other senior executives.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
Vacation.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
The   Executive shall be entitled to four weeks of paid vacation each calendar year   in addition to all holidays observed by the Company.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
The   Executive’s ability to carry over unused vacation time to a subsequent year   and the minimum amount of vacation the Executive is required to take each   year shall be determined under the Company’s policies and practices as then   in effect for its senior executives.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(h)
  	
  
Fringe Benefits.  The Executive shall receive such other fringe benefits and perquisites   as are provided to the Company’s senior executives.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Retiree Medical Benefits.  The Committee will consider providing the   Executive with retiree medical benefits as part of its annual review of the   Executive’s compensation under subsection (l) below, but is not   obligated to provide this benefit.  If   this benefit is provided, it may not be later reduced or terminated without   the Executive’s consent.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(j)
  	
  
Business Expenses.  The Company shall reimburse the Executive, in accordance with   the Company’s policies and procedures applicable to senior executives, for   all reasonable expenses incurred by him in the performance of his duties.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(k)
  	
  
No Board Fees.  The Executive shall not receive any additional compensation for   serving on the Board of Directors of Bancorp, the Bank or any of their   subsidiaries or affiliated companies.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(l)
  	
  
Annual Review.  The Committee shall review the Executive’s compensation   annually as follows:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
The review   shall determine:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
Whether any   increase to the Executive’s salary is warranted;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
The amount   of the annual bonus, if any, for the previous year;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(C)
  	
  
The amount   of any incentive awards to be granted under subsection (d) above, if   any;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(D)
  	
  
Whether a retiree   medical benefit should be provided; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(E)
  	
  
Whether any   other benefit increases or additional benefits are warranted.
  




PAGE 3 EMPLOYMENT AGREEMENT







	
  
 
  	
  
 
  	
  
(2)
  	
  
In making   its determinations under paragraph (1) above, the Committee shall take   into account the reasonableness of the Executive’s overall compensation   package (for example, determining whether providing an additional benefit   should offset increases in other types of compensation); and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(3)
  	
  
The   Executive will have the opportunity to meet with the Chair of the Committee   reasonably in advance of each of the Committee’s annual meetings under this   subsection.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
7.
  	
  
GROUNDS FOR TERMINATION OF EMPLOYMENT.  The Executive’s employment may be   terminated for any of the following reasons:
  
	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
Termination by the Company for Cause.  The Company may terminate the Executive’s   employment for cause as follows—
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
“Cause”   means any of the following circumstances:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
Embezzlement,   dishonesty or other fraudulent acts involving the Company or the Company’s   business operations;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(B)
  	
  
Material   breach of Section 13 of this Agreement;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(C)
  	
  
Conviction   (whether entered upon a verdict or a plea, including a plea of no contest) on   any felony charge or on a misdemeanor reflecting upon the Executive’s   honesty;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(D)
  	
  
An act or   omission that materially injures the Company’s reputation, business affairs   or financial condition, if that injury could have been reasonably avoided by   the Executive; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(E)
  	
  
Failure or   refusal of the Executive to substantially perform his duties to the Company   (except during a period of disability that does not exceed the maximum allowable   under subsection (f)(1) below), including willful misfeasance or gross   negligence in the performance of those duties or willful disregard of the   lawful directives of the Board; provided, however, that the Executive is   first given—
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(i)
  	
  
Written   notice by the Committee specifying in detail the performance issues; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
A reasonable   opportunity to cure the issues specified in the notice.
  




PAGE 4 EMPLOYMENT AGREEMENT







	
  
 
  	
  
 
  	
  
(2)
  	
  
Limitations.  The Company may not terminate the   Executive’s employment for cause unless:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
Two-thirds   of Bancorp’s Board of Directors determine that cause exists based upon   substantial evidence (that is, proof by a preponderance of the evidence,   clear and convincing evidence or beyond a reasonable doubt is not required);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
The   Executive is given reasonable notice of the Board meeting called to make that   determination; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(C)
  	
  
The   Executive and the Executive’s legal counsel are given the opportunity to address   that meeting.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Termination by the Company without Cause.  The Company may terminate the Executive’s   employment without cause for any reason or for no reason.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
Termination by the Executive with Good Reason.  The Executive may terminate his employment   for good reason as follows—
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
“Good Reason”   means any one of the following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
Any   reduction in the Executive’s salary or reduction or elimination of any   compensation or benefit plan benefiting the Executive, which reduction or   elimination does not generally apply to substantially all similarly situated   employees of the Company;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
A relocation   or transfer of the Executive’s place of employment to an office or location   that is more than 35 miles from the Executive’s then current place of   employment;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(C)
  	
  
A material   diminution in the Executive’s responsibilities, title or duties; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(D)
  	
  
A material   breach of this Agreement by the Company.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Limitations.  The Executive may not terminate employment   under paragraph (1)(D) above unless the Executive first gives the   Company:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
Reasonable   notice of the breach; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
A reasonable   opportunity to cure the breach.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Termination by the Executive without Good Reason.  The Executive may voluntarily terminate   employment without good reason upon at least 60 days’ prior written   notice to the Company.
  




PAGE 5 EMPLOYMENT AGREEMENT







	
   
  	
  
(e)
  	
  
Death.    This Agreement will terminate immediately upon the Executive’s death.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
Disability.    The Company may terminate this Agreement upon the Executive’s   disability as follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
The   disability must continue for either:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(A)
  	
  
90   consecutive calendar days; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
180 calendar   days in any 12 consecutive month period.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Disability   will be determined by a physician selected by the Company with the   Executive’s consent, which consent cannot be unreasonably withheld.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
For purposes   of paragraphs (1) and (2) above, “disability” means any physical or   mental condition which renders the Executive unable to perform, with   reasonable accommodations that do not cause an undue hardship to the Company,   his essential job functions under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(4)
  	
  
If the   Company terminates this Agreement for disability under facts and   circumstances that do not satisfy the requirement of paragraphs (1), (2)   and (3) above, the termination shall be treated as a termination without   cause.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  8.
  	
  
PAYMENTS UPON TERMINATION.    Regardless of the reason for the termination, compensation and   benefits earned or accrued through the date of the termination of the   Executive’s employment will be paid, subject to subsection (d) below, as   follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
The   following amounts will be paid within the time required by the Oregon wage   and hour laws:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Salary   earned through the date of termination; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(2)
  	
  
The bonus   for the year before the year in which the termination occurs to the extent   unpaid as of the date of termination;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Business   expenses reimbursable under this Agreement that were incurred though the date   of termination will be paid as soon as administratively feasible following   the termination date;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Employee benefits   and other fringe benefits accrued through the date of termination will be   paid in accordance with the terms and conditions of the applicable plan or   arrangement; and
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(d)
  	
  
To the   extent required to comply with Internal Revenue Code ‘ 409A(a)(2)(B)(i),   payments under this section shall be delayed until the first business day   that is on or after the date that is six months after the date of   termination.
  




PAGE 6 EMPLOYMENT AGREEMENT







	
  
9.
  	
  
SEVERANCE BENEFITS.  If   the Executive’s employment is terminated by the Company without cause or by   the Executive for good reason, the Company will pay the Executive the   following severance benefits in addition to the payments under Section 8:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
On the first   business day that is on or after the date that is six months after the date   of termination, the Company will pay the Executive a lump-sum payment equal   to the sum of the amounts determined under   paragraphs (1), (2), (3) and (4) below.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
The product   of:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
The   Executive’s annual base salary as in effect on the date of termination,
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
multiplied   by
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
The number   of days from the date of termination through December 31, 2007,   divided by 365.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
The   annualized amount of the bonus the Executive earned through the date of   termination for the year in which the termination occurred, to the extent   unpaid.  For this purpose, the amount   of the bonus earned will be determined by the extent to which the Executive,   as of the date of termination, was on track for achieving the bonus   measurement criteria for the year in which the termination occurred.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
The product   of:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
The average   of—
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(i)
  	
  
The actual   bonus paid or payable for the year before the year in which the termination   occurs; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
The bonus   amount determined under paragraph (2) above,
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
multiplied   by
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
The number   of days from January 1 of the year following the year in which the   termination occurred, through December 31, 2007, divided by 365.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(4)
  	
  
An amount   equal to the sum of the Executive’s “deemed matching contribution” (as   determined under subparagraph (B) below) and the Executive’s “deemed   profit-sharing contribution” (as determined under subparagraph (C)   below).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
For purposes   of determining the Executive’s deemed matching and profit-sharing   contributions, the Executive’s “deemed 401(k) Plan compensation” will be   the total amount payable under subsection (a)(1), (2) and (3) above, but   limited to the maximum amount allowable under the 401(k) Plan’s definition of   “compensation” as in effect at that time;
  




PAGE 7 EMPLOYMENT AGREEMENT







	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
The deemed   matching contributions will be determined as follows—
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(i)
  	
  
First, the   Executive’s “deemed elective deferral contributions” will be determined by   multiplying the Executive’s deemed 401(k) Plan compensation under   subparagraph (A) above by the lesser of:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(I)
  	
  
The deferral   percentage the Executive had in effect under the 401(k) Plan on the date   of termination; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(II)
  	
  
The maximum   deferral percentage allowed by the 401(k) Plan for highly compensated   employees (if applicable to the Executive) for the plan year in which   termination occurs, if that percentage has been determined by the date of   termination;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
Second, the   deemed matching contribution formula will be applied to the amount of the   deemed elective deferral contributions as calculated under clause (i)   above, to determine the amount of the deemed matching contributions.  For this purpose, the “deemed matching   contribution formula” is:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(I)
  	
  
The   401(k) Plan’s matching contribution formula for the plan year in which   the termination occurs; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(II)
  	
  
If that   formula has not been determined by the date of termination, the formula for   the previous plan year; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(C)
  	
  
The deemed   profit-sharing contributions will be determined by multiplying the   Executive’s deemed 401(k) Plan compensation under subparagraph (A)   above by—
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(i)
  	
  
The actual   bonus paid or payable for the bonus computation year that ended before the   bonus computation year in which the termination occurs; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
The   annualized amount of the bonus the Executive earned, determined as of the end   of the month in which the termination occurs, for the bonus computation year   in which the termination occurs; and
  




PAGE 8 EMPLOYMENT AGREEMENT







	
  
 
  	
  
(b)
  	
  
Upon the   date of termination—
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
All stock   options held by the Executive that are not otherwise vested as of that date   shall become immediately vested and exercisable notwithstanding any vesting   provisions in the grant of those options; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Any   restrictions on the restricted stock held by the Executive shall immediately   lapse.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
The Company   shall provide the Executive and his spouse with continued group health plan   coverage (medical, dental and vision) as follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Coverage   shall continue until whichever of the following occurs first:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
The date the   Executive qualifies for group health plan coverage provided by a subsequent   employer; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(B)
  	
  
December 31,   2007.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
During the   continuation period, the Company shall continue to pay the employer portion   of the premiums for coverage under its group health plans, except as provided   under paragraph (3) below.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
If the   Company reasonably determines that the Executive cannot participate in the   Company’s group health plans because he is no longer actively performing   services for the Company, the Company will pay the COBRA coverage premiums   for group health plan coverage for the Executive and his spouse.  If the COBRA continuation coverage period   expires before the benefits continuation period specified in   paragraph (1) above, the Company shall pay for the balance of the period   remaining under paragraph (1) above, the premiums for a conversion or   portability policy obtained by the Executive.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(4)
  	
  
If the   Committee does not provide the Executive with retiree medical benefits under   Section 6(i), the Bank agrees that, at each time it renews its group health   plan coverage during the Executive’s lifetime, it will request its insurance   carrier to extend the group health plan’s coverage to the Executive or to a   group of the Bank’s retired executives that includes the Executive, provided   this executive retiree coverage:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
Does not   adversely affect the premiums for the Bank’s active employees;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(B)
  	
  
Does not   otherwise increase the Bank’s costs of providing group health plan coverage;   and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(C)
  	
  
Is paid for   solely by the retired executives.
  




PAGE 9 EMPLOYMENT AGREEMENT







	
   
  	
  
 
  	
  
 
  	
  
If, in the   future, the Bank’s group health plan coverage is provided under an   arrangement other than a group insurance policy issued by a commercial   insurance carrier, the executive retiree coverage described above shall be   offered under such arrangement to the extent feasible, subject to the   conditions of subparagraphs (A), (B) and (C) above.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
The Company   shall provide the Executive with group life insurance coverage at the same   level as is in effect on the date of termination until whichever of the   following first occurs:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
The date the   Executive qualifies for group life insurance coverage provided by a   subsequent employer; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
December 31,   2007.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
10.
  	
  
TERMINATION UPON CHANGE IN CONTROL.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
If Covered by C-I-C Agreement.  If the Executive’s employment terminates   under circumstances that qualify as a “Termination Event” as defined in the   Change In Control Agreement dated January 1, 2004, between the Company   and the Executive, as amended, (the ”C-I-C Agreement”), the Executive   will receive:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
The payments   payable under Section 8 of this Agreement; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
The   severance benefits payable in accordance with the terms and conditions of the   C-I-C Agreement in lieu of those payable under Section 9 of this   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
If Not Covered by C-I-C Agreement.  If the Executive’s employment terminates   under circumstances that do not qualify as a “Termination Event” as defined   in the C-I-C Agreement (e.g., because the change in beneficial ownership   is not large enough to qualify as a change in control as defined under the   C-I-C Agreement or because the termination occurs after the period of   time covered by that agreement), the compensation and benefits payable to the   Executive upon termination of employment will be determined solely under this   Agreement.
  
	
   
  	
  
 
  	
  
 
  
	
  
11.
  	
  
EFFECT OF TERMINATION ON OTHER POSITIONS.  If, on the date of the termination   of his employment with the Company, the Executive is member of the Board of   Directors of the Company or any of its subsidiaries or affiliates, or holds   any other position with the Company or any of its subsidiaries or affiliates,   the Executive shall be deemed to have resigned from all those positions as of   the date of his termination of employment.    The Executive shall sign such documents and take such actions as the
Company may request to effect those resignations.
  
	
  
 
  	
  
 
  
	
  
12.
  	
  
NO MITIGATION OR OFFSET.  Upon the termination of his   employment, the Executive shall be under no obligation to seek other   employment.  Any remuneration the   Executive receives from any subsequent employment he may obtain shall not   offset any amounts due the Executive under this Agreement.
  



PAGE 10 EMPLOYMENT AGREEMENT







	
  
13.
  	
  
CONFIDENTIALITY.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Nondisclosure.  The Executive shall not use or disclose any confidential   information (as defined in subsection (c) below), either during or   following the term of this Agreement, except as required by Executive’s   duties under this Agreement or as otherwise allowed under subsection (b)   below.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Exceptions.    The nondisclosure obligation under subsection (a) above does not   apply to any use or disclosure that is:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Made with   Bancorp’s prior written consent;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Required by   a court order or a subpoena from a government agency (provided, however, that   the Executive must first provide Bancorp with reasonable notice of the court   order or subpoena in order to allow Bancorp the opportunity to contest the   requested disclosure); or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
Of   confidential information that has been previously disclosed to the public by   the Company or is in the public domain (other than by reason of Executive’s   breach of this Agreement).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
“Confidential Information” means any of the   Company’s (or its subsidiaries’ or affiliates’) trade secrets, customer or   prospects lists, information regarding product development, marketing plans,   sales plans, strategic plans, projected acquisitions or dispositions,   management agreements, management organization information (including data   and other information relating to members of the Board and management),   operating policies or manuals, business plans, purchasing agreements,   financial records, other similar financial, commercial, business or technical   information or any information that the Company or any of its subsidiaries or   affiliates has received from their service providers, other vendors or   customers that these third parties have designated as confidential or   proprietary.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Injunctive Relief and Other Remedies.  The Executive acknowledges and agrees that   the nondisclosure obligation under subsection (a) above relates to special,   unique and extraordinary matters and that a breach of that obligation will   cause the Company irreparable injury for which adequate remedies are not   available at law.  Therefore,   Executive agrees that:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
The Company   shall be entitled to an injunction, restraining order or such other equitable   relief (without the requirement to post bond) restraining Executive from   committing any breach or threatened breach of the nondisclosure obligation   under subsection (a) above;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(2)
  	
  
If the Company   is required to post a bond in order to secure an injunction or other   equitable remedy, that bond shall be no more than a nominal amount; and
  




PAGE 11 EMPLOYMENT AGREEMENT







	
  
 
  	
  
 
  	
  
(3)
  	
  
These   injunctive remedies are cumulative and are in addition to any other rights   and remedies the Company may have at law or in equity.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(e)
  	
  
Survival.    This section shall survive the termination of the Executive’s   employment.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
14.
  	
  
ASSISTANCE WITH CLAIMS.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
The   Executive agrees that, both during and after his employment with the Company,   he will:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Assist the   Company and its subsidiaries and affiliates in the defense of any claims, or   potential claims that may be made or threatened to be made against any of   them in any action, suit or proceeding, whether civil, criminal,   administrative or investigative (a “Proceeding”);
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Assist the   Company and its subsidiaries and affiliates in the prosecution of any claims   that may be made by the Company or any subsidiary or affiliate in any   Proceeding, to the extent that such claims relate to the Executive’s   employment or the period of Executive’s employment with the Company;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
Unless   precluded by law, promptly notify the Company if he is asked to participate   (or otherwise become involved) in any Proceeding involving such claims or   potential claims; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(4)
  	
  
Unless   precluded by law, promptly notify the Company if he is asked to assist in any   investigation (whether governmental or private) of the Company or any of its   subsidiaries or affiliates (or their actions), regardless of whether a   lawsuit has then been filed against the Company or any subsidiary or   affiliate with respect to that investigation.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The Company   agrees to reimburse the Executive for all of his reasonable out-of-pocket   expenses associated with the assistance he renders under this section,   including travel expenses and any reasonable attorneys’ fees and expenses,   and shall pay the Executive a reasonable per diem fee for his services.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
15.
  	
  
GENERAL PROVISIONS.
  
	
   
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Applicable Law.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
This   Agreement shall be construed and its validity determined according to the   laws of the State of Oregon, other than its law regarding conflicts of law or   choice of law.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Any dispute   arising out of this Agreement must be brought in either Clackamas County or   Multnomah County, Oregon, and the parties will submit to personal   jurisdiction in either of those counties.
  



PAGE 12 EMPLOYMENT AGREEMENT







	
  
 
  	
  
(b)
  	
  
Arbitration.  Any dispute or claim arising out of or brought in connection   with this Agreement, other than a claim by the Company under Section 13,   shall be submitted to final and binding arbitration as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Before   proceeding to arbitration, the parties shall first attempt, in good faith, to   resolve the dispute or claim by informal meetings and discussions between   them and/or their attorneys.  The   Chairman of the Board will act on behalf of the Company at these meetings and   discussions.  This informal dispute   resolution process will be concluded within 30 days or such longer or shorter   period as may be mutually agreed by the parties.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
After   exhausting the informal dispute resolution process under paragraph (1)   above, upon the request of any party, the matter will be submitted to and   settled by arbitration under the rules then in effect of the American   Arbitration Association (or under any other form of arbitration mutually   acceptable to the parties involved).    Any award rendered in arbitration will be final and will bind the   parties, and a judgment on it may be entered in the highest court of the   forum having jurisdiction.  The   arbitrator will render a written decision, naming the substantially   prevailing party in the action and, subject to subsection (c) below,   will award such party all costs and expenses incurred, including reasonable   attorneys’ fees.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Attorneys’ Fees.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(1)
  	
  
If any   breach of or default under this Agreement results in either party incurring   attorneys’ or other fees, costs or expenses (including those incurred in an   arbitration), the substantially prevailing party is entitled to recover from   the non-prevailing party its reasonable legal fees, costs and expenses,   including attorneys’ fees and the costs of the arbitration, except as   provided in paragraph (2) below.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
If the   Executive is not the substantially prevailing party, the Executive shall be   liable to pay the Company under paragraph (1) above only if the   arbitrator determines that:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
There was no   reasonable basis for the Executive’s claim (or the Executive’s response to   the Company’s claim); or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
The   Executive engaged in unreasonable delay, failed to comply with a discovery   order or otherwise acted in bad faith in the arbitration.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
Either party   shall be entitled to recover any reasonable attorneys’ fees and other costs   and expenses it incurs in enforcing or collecting an arbitration award.
  




PAGE 13 EMPLOYMENT AGREEMENT








	
  
 
  	
  
 
  	
  
(4)
  	
  
If an award   under this section is made to the Executive, and accountants or tax counsel   selected by the Company with the Executive’s consent (which shall not be   unreasonably withheld) determine that the award is includible in the   Executive’s gross income, the Company shall also pay the Executive a gross-up   payment to offset the taxes imposed on that award, including the taxes on the   gross-up payment itself.  This   gross-up payment shall be determined following the methodology employed in   the C-I-C Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(d)
  	
  
Amendment.    This Agreement may be amended only by a written agreement signed by   the parties.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Notice.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Any notice   given under this Agreement shall be in writing delivered to a Party at the   address given below or to such other address as that Party has given the   other Parties in accordance with this section.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
To the Executive:
  	
  
          1961   Summit Drive
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
          Lake   Oswego, OR 97034
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
To the Company:
  	
  
          Attn:  General Counsel
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
          5335   Meadows Road
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
          Suite   201
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
          Lake   Oswego, OR 97035
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
A notice   shall be deemed to have been given if it is:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
Delivered by   hand;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(B)
  	
  
Mailed by   certified U.S. mail, return receipt requested, with postage prepaid; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(C)
  	
  
Delivered to   a private carrier for guaranteed next-day delivery.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
Entire Agreement.  This Agreement constitutes the entire agreement between the   Company and the Executive as to its subject matter.  No rights are granted to the Executive by virtue of this   Agreement other than those specifically set forth in this document and any   amendments to it.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
Construction.  The language of this Agreement was chosen jointly by the   parties to express their mutual intent.    No rule of construction based on which party drafted the Agreement or   certain of its provisions will be applied against any party.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(h)
  	
  
Section Headings.  The section headings used in this Agreement have been included   for convenience of reference only.
  




PAGE 14 EMPLOYMENT AGREEMENT







	
   
  	
  
(i)
  	
  
Counterparts.  This Agreement may be executed in one or more counterparts, and   all counterparts will be construed together as one Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(j)
  	
  
Severability.  If any provision of this Agreement is, to any extent, held to   be invalid or unenforceable, it will be deemed amended as necessary to   conform to the applicable laws or regulations.  However, if it cannot be amended without materially altering   the intentions of the parties, it will be deleted and the remainder of this   Agreement will be enforced to the extent permitted by law.
  






	
  EXECUTIVE:
  	
  
 
  	
  
COMPANY:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
WEST COAST BANCORP
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
By:
  	
  
 
  
	
  


  	
  
 
  	
  
 
  	
  


  
	
  Robert D.   Sznewajs
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
WEST COAST BANK
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
   
  	
  By:
  	
   
  
	
   
  	
   
  	
   
  	
  


  
	
   
  	
   
  	
  Title:
  	
   
  
	
   
  	
   
  	
   
  	
  


  



PAGE 15 EMPLOYMENT AGREEMENT