EXHIBIT 10.3
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE
WEST COAST BANCORP
2002 STOCK INCENTIVE PLAN
BANCORP: WEST COAST BANCORP
Suite 000
0000 Xxxxxxx Xxxx
Xxxx Xxxxxx, Xxxxxx 00000
PARTICIPANT:
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GRANT DATE: , 2002
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Bancorp maintains the West Coast Bancorp 2002 Stock Incentive Plan (the
"Plan"). This Agreement evidences the grant of Restricted Stock to Participant
under the Plan.
The parties agree as follows:
1. DEFINED TERMS
Capitalized terms not otherwise defined in this Agreement have the
meanings given them in the Plan.
2. GRANT OF RESTRICTED SHARES
Subject to the terms and conditions of this Agreement and the Plan, as
of the Grant Date, Bancorp grants to Participant _____ shares of Restricted
Stock (the "Award Shares").
3. TERMS OF AWARD SHARES
The Award Shares are subject to all the provisions of the Plan and to
the following terms and conditions:
3.1 Transfer Restrictions. Except as expressly provided in Section 3.2,
neither the Award Shares nor any rights under this Agreement may be sold,
assigned, transferred, pledged, or otherwise encumbered, voluntarily or
involuntarily, by Participant. The foregoing restrictions are in addition to any
other restrictions on transfer of Award Shares arising under federal or state
securities laws or other agreements with Bancorp. Any purported sale,
assignment, pledge, or other transfer, disposition, or encumbrance of
Award Shares in violation of this Agreement will automatically be null and void
and may and should be enjoined.
3.2 Vesting of Award Shares. Unless the vesting of the Award Shares is
otherwise accelerated in accordance with this Agreement or the Plan, the Award
Shares will become vested, and the restrictions set forth in Section 3.1 will
lapse, according to the following schedule:
Date Percentage of Award Shares Vested
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First anniversary of the Grant Date 33%
Second anniversary of the Grant Date 66%
Third anniversary of the Grant Date 100%
When a portion of the Award Shares have become vested as provided above,
Bancorp will deliver to Participant, upon request, one or more share
certificates evidencing the vested portion of the Award Shares, free of the
legend described in Section 6(b) of the Plan.
3.3 Employment Requirement -- Forfeiture. Except as otherwise expressly
provided in the Plan (with respect to death or Disability of a Participant, or
the Termination of Employment of a Participant during the 24-month period
following a Change in Control), upon a Termination of Employment for any reason,
all Award Shares that have not become vested pursuant to Section 3.2 as of the
date of termination will be forfeited automatically and without further action
by Bancorp or Participant and returned to Bancorp with no payment to
Participant.
3.4 Other Documents. Participant agrees to furnish to Bancorp any other
documents or representations Bancorp may require to assure compliance with
applicable laws and regulations.
4. FEDERAL TAX ELECTION
Participant agrees to notify Bancorp promptly if Participant makes an
election under Internal Revenue Code Section 83(b) with respect to the Award
Shares. Participant has consulted with his or her tax advisers to the extent
necessary to determine whether such an election would be appropriate for
Participant in light of his or her personal circumstances and financial
situation.
5. MISCELLANEOUS
5.1 Conditions Precedent. Bancorp will use reasonable best efforts to
obtain approval of the Plan and this Award by any state or federal agency or
authority that Bancorp determines has jurisdiction. If Bancorp determines that
any required approval cannot be obtained, this Award will terminate on notice to
Participant to that effect. Without limiting the foregoing, Bancorp will not be
required to issue any certificates for all or any portion of the Award Shares
until Bancorp has taken any action required to comply with all applicable
federal and state securities laws.
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5.2 Successorship. Subject to restrictions on transferability set forth
in the Plan and Section 3.1 above, this Agreement will be binding upon and
benefit the parties, their successors, and assigns.
5.3 Notices. Any notices under this Agreement must be in writing and
will be effective when actually delivered personally or, if mailed, when
deposited as registered or certified mail directed to the address of Bancorp's
executive offices or to such other address as a party may certify by notice to
the other party.
5.4 Arbitration. Any dispute or claim that arises out of or that relates
to this Agreement or to the interpretation, breach, or enforcement of this
Agreement, must be resolved by mandatory arbitration before a single arbitrator
in Portland, Oregon, in accordance with the then effective arbitration rules of
Arbitration Service of Portland, Inc., and any judgment upon the award rendered
pursuant to arbitration may be entered in the Circuit Court of the State of
Oregon for Multnomah or Clackamas County.
5.5 Attorneys' Fees. In the event of any suit or action or arbitration
proceeding to enforce or interpret any provision of this Agreement (or that is
based on or arises out of this Agreement), the prevailing party will be entitled
to recover, in addition to other costs, reasonable attorneys' fees in connection
with the suit, action, or arbitration, and in any appeal. The determination of
who is the prevailing party and the amount of reasonable attorneys' fees to be
paid to the prevailing party will be decided by the arbitrator or arbitrators
(with respect to attorneys' fees incurred prior to and during the arbitration
proceedings) and by the court or courts, including any appellate courts, in
which the matter is tried, heard, or decided, including the court that hears any
exceptions made to an arbitration award submitted to it for confirmation as a
judgment (with respect to attorneys' fees incurred in the confirmation
proceedings).
5.6 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of Oregon.
5.7 Venue. Any action brought to enforce any arbitration award must be
brought in the Circuit Court of the State of Oregon for either Multnomah or
Clackamas County. The parties consent to personal jurisdiction in those
locations.
WEST COAST BANCORP
By:
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Xxxxxx X. Xxxxxxxx, President and CEO
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Participant Name
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Participant's Signature
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BLANK STOCK POWER
FOR VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, ________________________ hereby assigns, transfers, and conveys to
West Coast Bancorp, an Oregon corporation, all right, title, and interest in and
to ______ shares of the common stock of West Coast Bancorp held in a bookkeeping
account at Xxxxx Fargo Shareowner Services, as transfer agent, and hereby
irrevocably appoints Xxxxxx X. Xxxxxxxx or Xxxxxxx X. Xxxxxxxxx, each with the
full power to act alone, as attorney-in-fact to transfer the stock on the books
of West Coast Bancorp with full power of substitution in the premises.
Dated as of _______________, 200_.
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Participant Name
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Participant Signature
