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EXHIBIT 10.21
AMENDMENT TO
SALARY CONTINUATION AGREEMENT
FOR XXXXXX X. XXXXXXXX
This Amendment amends the Salary Continuation Agreement ("Agreement"),
dated as of April 1, 1999, between West Coast Bancorp ("Bancorp"), West Coast
Bank ("Bank"), and Xxxxxx X. Xxxxxxxx ("Executive"). This Amendment is effective
as of October 27, 1999.
The parties agree that through this Amendment, the Agreement is amended as
follows:
AMENDMENT #1
The last sentence of Section 1 is entirely deleted and replaced with the
following new sentence:
If a definitive agreement providing for a Change in Control (as defined
below) is entered into on or before the expiration of the Initial Term
or any Renewal Term, the term then in effect will automatically be
extended to 24 months after the consummation of the Change in Control,
and the Board will not have authority to cancel this Agreement during
that period, unless Executive consents in writing to the cancellation.
AMENDMENT #2
Section 3(b) is entirely deleted and replaced with the following new section
3(b):
Payment Amount. The Regular Salary Continuation Payment will equal
Executive's regular monthly salary in effect when Executive's employment
terminates (as reportable on Executive's IRS Form W-2, but including the
amount of any voluntary deferrals of salary, and excluding any expense
allowances or reimbursements, any bonuses, any gain from exercise of
stock options, or any other similar non-recurring payments) that would
be payable to Executive but for the termination from the day Executive's
employment terminates to the date 24 months after the later of (i) the
date the Change in Control occurs or (ii) the date Executive's
employment terminates. The Bonus Continuation Payment will equal (i) the
most recent annual bonus paid to Executive, multiplied by (ii) the
number of days during which Executive was employed but as to which no
annual bonus has been paid plus the number of days from the date of
termination of employment to the date 24 months after the later of (x)
the date the Change in Control occurs or (y) the date Executive's
employment terminates, divided by 365.
AMENDMENT #3
Section 4(a) is entirely deleted and replaced with the following new Section
4(a):
(a) Executive terminates Executive's employment for any reason,
other than Retirement, Disability, or death within 24 months
after a Change In Control; or
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AMENDMENT #4
Section 4(b) is entirely deleted and replaced with the following new Section
4(b):
(b) The Company terminates Executive's employment other than for
Cause, Disability, Retirement or death within 24 months after a
Change In Control; or
OTHER
All other terms, conditions, and obligations of the parties set forth in the
Agreement remained unchanged.
Signed as of October 27, 1999:
BANCORP AND BANK:
/s/
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By: Xxxx X. Xxxxxx
Its: Chairman
EXECUTIVE:
/s/
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Xxxxxx X. Xxxxxxxx
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