Pacific Continental Corp Sample Contracts

PACIFIC CONTINENTAL CORPORATION STOCK OPTION FORM OF AWARD AGREEMENT
Stock Option Agreement • June 2nd, 2006 • Pacific Continental Corp • National commercial banks • Oregon
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AWARD AGREEMENT
Restricted Stock Award Agreement • June 2nd, 2006 • Pacific Continental Corp • National commercial banks
RECITALS
Non-Competition Agreement • October 12th, 2005 • Pacific Continental Corp • National commercial banks • Oregon
RECITAL
Voting Agreement • October 12th, 2005 • Pacific Continental Corp • National commercial banks • Oregon
FORM OF AWARD AGREEMENT
Restricted Stock Unit Award Agreement • June 2nd, 2006 • Pacific Continental Corp • National commercial banks • Oregon
AGREEMENT ---------
Employment Agreement • August 3rd, 2001 • Pacific Continental Corp • Blank checks • Oregon
RECITALS
Employment Agreement • October 12th, 2005 • Pacific Continental Corp • National commercial banks • Washington
RECITALS
Employment Agreement • October 12th, 2005 • Pacific Continental Corp • National commercial banks • Washington
AGREEMENT AND PLAN OF MERGER by and between COLUMBIA BANKING SYSTEM, INC. AND PACIFIC CONTINENTAL CORPORATION Dated as of January 9, 2017
Merger Agreement • January 10th, 2017 • Pacific Continental Corp • National commercial banks • Oregon

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 9, 2017 (this “Agreement”), is by and among Columbia Banking System, Inc., a Washington corporation (“Parent”), Pacific Continental Corporation, an Oregon corporation (the “Company”), and, from and after its accession to this Agreement in accordance with Section 6.18, Coast Merger Sub, an Oregon corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

Pacific Continental Corporation Underwriting Agreement
Underwriting Agreement • June 27th, 2016 • Pacific Continental Corp • National commercial banks • New York

Pacific Continental Corporation, an Oregon corporation (the “Company”), confirms its agreement with Sandler O’Neill + Partners, L.P. (the “Underwriter”), subject to the terms and conditions stated herein, with respect to the issuance and sale by the Company and the purchase by the Underwriter of $35,000,000 in aggregate principal amount of the Company’s 5.875% Fixed-to-Floating Rate Subordinated Debentures due June 30, 2026 (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of June 27, 2016 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture thereto, to be dated as of June 27, 2016, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

4,800,000 Shares of Common Stock Pacific Continental Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • October 15th, 2009 • Pacific Continental Corp • National commercial banks • New York
FORM OF AWARD AGREEMENT
Stock Appreciation Right Award Agreement • June 2nd, 2006 • Pacific Continental Corp • National commercial banks • Oregon
RECITAL
Director Resignation Agreement • October 12th, 2005 • Pacific Continental Corp • National commercial banks • Oregon
EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2015 • Pacific Continental Corp • National commercial banks • Oregon

EMPLOYMENT AGREEMENT (“Agreement”), dated and signed as of November 18, 2014, among PACIFIC CONTINENTAL BANK (“Bank”), PACIFIC CONTINENTAL CORPORATION (“Corporation”) and CASEY HOGAN (“Executive”), subject to approval of the Board of Directors of the Corporation, effective January 1, 2015 (the “Effective Date”).

PACIFIC CONTINENTAL CORPORATION/PACIFIC CONTINENTAL BANK CHANGE IN CONTROL SEVERANCE/SALARY CONTINUATION AGREEMENT
Severance/Salary Continuation Agreement • April 27th, 2005 • Pacific Continental Corp • National commercial banks • Oregon

THIS SEVERANCE/SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into by and between PACIFIC CONTINENTAL CORPORATION, an Oregon corporation (the “Company”), its wholly owned subsidiary PACIFIC CONTINENTAL BANK, an Oregon state-chartered bank (the “Bank”), and Mitchell Hagstrom the Executive Vice President Bank (“Executive”), effective as of April 15, 2005.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • January 8th, 2009 • Pacific Continental Corp • National commercial banks • Oregon

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of January 6, 2009, between Pacific Continental Corporation, an Oregon corporation (the “Company”), on the one hand, and the Purchaser(s) named on the signature page hereto (the “Purchaser”), on the other hand. The Company and the Purchaser may hereinafter be referred to collectively as the “Parties” or individually as a “Party.” Except as otherwise indicated herein, capitalized terms used herein shall have the meaning as defined in Exhibit A attached hereto.

PACIFIC CONTINENTAL EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2008 • Pacific Continental Corp • National commercial banks • Oregon

THIS EMPLOYMENT AGREEMENT (“Agreement”), dated and signed as of November 9, 2007, is entered into between PACIFIC CONTINENTAL BANK (“Bank”), PACIFIC CONTINENTAL CORPORATION (“Corporation”) and HAL M. BROWN (“Executive”).

PACIFIC CONTINENTAL BANK EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2002 • Pacific Continental Corp • Blank checks • Oregon

THIS EMPLOYMENT AGREEMENT (“Agreement”), signed as of May 23, 2002 (the “Effective Date”), is entered into between PACIFIC CONTINENTAL BANK (“Bank”), PACIFIC CONTINENTAL CORPORATION (“Corporation”) and DANIEL J. HEMPY (“Executive”).

PACIFIC CONTINENTAL CORPORATION RESTRICTED STOCK UNITS AWARD AGREEMENT
Restricted Stock Units Award Agreement • August 5th, 2011 • Pacific Continental Corp • National commercial banks • Oregon

THIS AWARD AGREEMENT (“Agreement”) is entered into by and between Pacific Continental Corporation (“Company”) and Employee Name (“Grantee”).

PACIFIC CONTINENTAL EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2003 • Pacific Continental Corp • Blank checks • Oregon

THIS EMPLOYMENT AGREEMENT (“Agreement”), dated and signed as of December 10, 2002, is entered into between PACIFIC CONTINENTAL BANK (“Bank”), PACIFIC CONTINENTAL CORPORATION (“Corporation”) and HAL M. BROWN (“Executive”).

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 2nd, 2012 • Pacific Continental Corp • National commercial banks • Oregon

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into by and among PACIFIC CONTINENTAL CORPORATION, an Oregon corporation (the “Company”), its wholly owned subsidiary PACIFIC CONTINENTAL BANK, an Oregon state-chartered bank (the “Bank”), and (“Executive”), effective as of , 2012.

PACIFIC CONTINENTAL CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • June 1st, 2012 • Pacific Continental Corp • National commercial banks • Oregon

THIS STOCK APPRECIATION RIGHTS AGREEMENT (“Agreement”) is entered into by and between Pacific Continental Corporation (“Company”) and (“Grantee”).

FIRST AMENDMENT TO THE AMENDED & RESTATED EMPLOYMENT AGREEMENT OF JANUARY 2012
Employment Agreement • November 8th, 2016 • Pacific Continental Corp • National commercial banks

This First Amendment to the Employment Agreement among Pacific Continental Bank, Pacific Continental Corporation and Roger S. Busse, as amended and restated as of January 31, 2012 (the “Agreement”) is made and entered into this 19th day of July, 2016.

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • April 30th, 2003 • Pacific Continental Corp • Blank checks

This Agreement is made and entered into by and between PACIFIC CONTINENTAL BANK, an Oregon banking corporation (hereinafter called the “Bank”) and Roger S. Busse (hereinafter called the “Executive”).

PACIFIC CONTINENTAL CORPORATION RESTRICTED STOCK UNITS EXECUTIVE AWARD AGREEMENT
Restricted Stock Units Agreement • June 1st, 2012 • Pacific Continental Corp • National commercial banks • Oregon
PACIFIC CONTINENTAL CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 1st, 2012 • Pacific Continental Corp • National commercial banks • Oregon

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is entered into by and between Pacific Continental Corporation (“Company”) and (“Grantee”).

PACIFIC CONTINENTAL CORPORATION RESTRICTED STOCK UNITS EXECUTIVE AWARD AGREEMENT
Restricted Stock Units Agreement • August 5th, 2011 • Pacific Continental Corp • National commercial banks • Oregon

THIS AWARD AGREEMENT (“Agreement”) is entered into by and between Pacific Continental Corporation (“Company”) and Employee Name (“Grantee”).

AGREEMENT AND PLAN OF MERGER by and among PACIFIC CONTINENTAL CORPORATION, PACIFIC CONTINENTAL BANK, FOUNDATION BANCORP and FOUNDATION BANK Dated as of April 26, 2016
Merger Agreement • April 28th, 2016 • Pacific Continental Corp • National commercial banks • Oregon

This Agreement and Plan of Merger is entered into effective as of the 26th day of April, 2016 (this “Agreement”), by and among Pacific Continental Corporation (“PCC”), Pacific Continental Bank (“PCB”), Foundation Bancorp (“Foundation Bancorp”), and Foundation Bank (the “Bank”).

PACIFIC CONTINENTAL CORPORATION RESTRICTED STOCK UNITS AWARD AGREEMENT
Restricted Stock Units Award Agreement • June 1st, 2012 • Pacific Continental Corp • National commercial banks • Oregon
FIRST AMENDMENT TO THE AMENDED & RESTATED EMPLOYMENT AGREEMENT OF JANUARY 2012
Employment Agreement • November 8th, 2016 • Pacific Continental Corp • National commercial banks

This First Amendment to the Employment Agreement among Pacific Continental Bank, Pacific Continental Corporation and Casey Hogan, as amended and restated as of January 31, 2012 (the “Agreement”) is made and entered into this 19th day of July, 2016.

PACIFIC CONTINENTAL CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • June 1st, 2012 • Pacific Continental Corp • National commercial banks • Oregon

THIS STOCK OPTION AGREEMENT (“Agreement”) is entered into by and between Pacific Continental Corporation (“Company”) and (“Grantee”).

SEPARATION AND RELEASE AGREEMENT
Separation Agreement • August 2nd, 2002 • Pacific Continental Corp • Blank checks • Oregon

THIS SEPARATION AGREEMENT (“Agreement”), dated as of July 15, 2002, is by and between J. Bruce Riddle (“Riddle”), and Pacific Continental Bank, an Oregon state-chartered bank (the “Bank”), and Pacific Continental Corporation (the “Corporation”).

FORM OF VOTING AND NON-COMPETITION AGREEMENT
Voting and Non-Competition Agreement • January 10th, 2017 • Pacific Continental Corp • National commercial banks • Washington

This Voting and Non-Competition Agreement (the “Agreement”), dated as of January 9, 2017, is entered into by and among Coast, a Washington corporation (“Parent”), Pool, an Oregon corporation (the “Company”), and the member of the board of directors of the Company (the “Company Board”) whose name appears on the signature page hereto (the “Director”).

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