EXHIBIT 10.2
OPTION AGREEMENT FOR INCENTIVE STOCK OPTION
This Option Agreement evidences the grant of an Incentive Stock
Option (the "Option") to Participant under the West Coast Bancorp 2002 Stock
Incentive Plan (the "Plan").
Capitalized terms used below but not defined in the Notice of
Stock Options (the "Notice") are defined in the Plan.
1. OPTION, VESTING AND EXERCISE
The Option is on terms set forth in the Notice and is subject to
all applicable provisions of the Plan and to the following terms and conditions:
1.1 Incentive Stock Option. The Option is intended to qualify as an
incentive stock option meeting the requirements of Internal Revenue Code Section
422.
1.2 Exercisability. The Option shall become vested and exercisable,
unless the Option is earlier terminated or canceled or the exercisability of the
Option is accelerated in accordance with this Agreement or the Plan, to purchase
a whole number of Option Shares up to the following limits:
(a) Prior to the first anniversary of the Date of Grant, the
Option may not be exercised;
(b) During the one-year period beginning on the first
anniversary of the Date of Grant, the Option may be exercised to
purchase up to one-third of the total Option Shares;
(c) During the one-year period beginning on the second
anniversary of the Date of Grant, the Option may be exercised to
purchase up to two-thirds of the total Option Shares; and
(d) On and after the third anniversary of the Date of Grant, the
Option may be exercised to purchase all the Option Shares.
1.3 Exercise of an Option.
1.3.1 Notice of Exercise. The Option, or any portion thereof,
may be exercised, to the extent it has become exercisable pursuant to this
Agreement, by delivery of written notice to the Company stating the number of
Shares being purchased.
1.3.2 Payment. The Exercise Price for the Shares purchased upon
exercise of the Option must be paid in full at the time of exercise by one or a
combination of the following:
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(a) Payment in cash or certified check or bank draft payable to the
order of the Company;
(b) Delivery of previously acquired Shares having a Fair Market
Value equal to the Exercise Price; or
(c) By delivery (in a form approved by the Company) of an
irrevocable direction to a securities broker to sell Shares acquired
upon exercise of the Option and remit to the Company a sufficient
portion of the sales proceeds to the Company in payment of the Exercise
Price and any tax withholding resulting from such exercise.
1.3.3 Previously Acquired Shares. Delivery of previously
acquired Shares in full or partial payment for the exercise of the Option is
subject to the following conditions:
(a) The Shares tendered must be in good delivery form;
(b) Any Shares remaining after satisfying the payment for the
Option will be reissued in the same manner as the Shares tendered;
(c) No fractional Shares will be issued and whenever payment of
the full Exercise Price with Shares would require delivery of a
fractional Share, Participant must deliver the next lower whole number
of Shares and make a cash payment to the Company for the balance of the
Exercise Price;
(d) Shares must have been held for at least six months prior to
tender to the Company; and
(e) Shares may be tendered in full or partial payment of the
Exercise Price only in connection with the exercise of an Option with
respect to at least 2,000 Shares.
2. EFFECT OF TERMINATION
Except as otherwise determined by the Company after the date of
this Agreement, the Option will expire and vesting will be affected by
Termination of Employment as described in the Plan.
3. TAXES AND WITHHOLDING
No later than the date as of which an amount first becomes
includable in the gross income of the Participant for federal income tax
purposes, the Participant shall pay to the Company or make arrangements
satisfactory to the Company regarding payment of any federal, state or local
taxes of any kind required by law to be withheld upon the exercise of such
Option. The Company shall, to the extent permitted or required by law, have the
right to deduct from any payment of any kind otherwise due to Participant,
federal, state and local taxes of any kind
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required by law to be withheld upon the exercise of such Option, as provided in
Section 3.4 of the Plan.
4. CONFLICTS AND INTERPRETATION
The Option is subject to the provisions of the Plan, which are
hereby incorporated by reference. In the event of any conflict between this
Agreement and the Plan, the Plan shall control. In the event of any ambiguity in
this Agreement, any term which is not defined in this Agreement, or any matters
as to which this Agreement is silent, the Plan shall govern including, without
limitation, the provisions thereof pursuant to which the Committee has the
power, among others, to (i) interpret the Plan, (ii) prescribe, amend and
rescind the rules and regulations relating to the Plan and (iii) make all other
determinations deemed necessary or advisable for the administration of the Plan.
5. SUCCESSORSHIP
Subject to restrictions on transferability set forth in Section
3, this Agreement will be binding upon and benefit the parties, their successors
and assigns.
6. NOTICES
Any notices under this Option 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 set forth in the Company's
records or to such other address as a party may certify by notice to the other
party.
7. 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 such arbitration may be entered in any court having jurisdiction
thereof.
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