RECITALSIndemnification Agreement • May 15th, 2000 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
RECITALSChange in Control Agreement • February 26th, 2004 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
RECITALSMerger Agreement • November 13th, 1998 • West Coast Bancorp /New/Or/ • State commercial banks
1 EXHIBIT 10 2 STOCK OPTION AGREEMENTStock Option Agreement • February 22nd, 1996 • West Coast Bancorp /New/Or/ • State commercial banks • Washington
RESTRICTED STOCK AWARD AGREEMENT UNDER THE WEST COAST BANCORP 2002 STOCK INCENTIVE PLANRestricted Stock Award Agreement • August 14th, 2002 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
RECITALSSalary Continuation Agreement • March 1st, 2002 • West Coast Bancorp /New/Or/ • State commercial banks
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT AGREEMENT by and among West Coast Bancorp, an Oregon corporation (the "Bancorp"), West Coast Bank ("Bank") and Robert D. Sznewajs (the "Executive") dated as of January 1, 2000. The Boards of Directors of Bancorp and...Employment Agreement • January 7th, 2000 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
CONFIDENTIAL EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is dated as of July 16, 1999 (the "Effective Date"). The parties to the Agreement ("Parties"') are WEST COAST BANCORP, an Oregon corporation ("Bancorp" or "Company"), and RONALD...Employment Agreement • November 12th, 1999 • West Coast Bancorp /New/Or/ • State commercial banks
1 EXHIBIT 99.2 WEST COAST BANCORP EMPLOYEE STOCK OPTION AGREEMENT This Employee Stock Option Agreement ("Agreement") dated ___________________ is entered into by and between West Coast Bancorp ("Bancorp") and the optionee ("Optionee") designated in...Employee Stock Option Agreement • August 30th, 1999 • West Coast Bancorp /New/Or/ • State commercial banks
3 4 annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized...Change of Control Employment Agreement • March 1st, 2001 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
1 EXHIBIT 10.2 SEPARATION AND RELEASE AGREEMENT 1. PARTIES. The parties to this Separation and Release Agreement (the "Agreement") are West Coast Bancorp ("Bancorp") and Victor L. Bartruff ("Bartruff"). 2. RECITALS. a. Bartruff was employed by Bancorp...Separation and Release Agreement • November 12th, 1999 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
1 EXHIBIT 2 2 ================================================================Merger Agreement • February 22nd, 1996 • West Coast Bancorp /New/Or/ • State commercial banks • Washington
RECITALSConsultant Services Agreement • March 23rd, 2000 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
1 EXHIBIT 10.12 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (this "Agreement") is made as of this January 29, 1998 by and between West Coast Bancorp, a California corporation (the "Borrower") and Pacific Advisors, Inc. ("Lender")....Loan and Security Agreement • March 30th, 2000 • West Coast Bancorp /New/Or/ • State commercial banks • California
West Coast Bancorp Common Stock no par value per share Sales Agency AgreementSales Agency Agreement • June 24th, 2010 • West Coast Bancorp /New/Or/ • State commercial banks • New York
West Coast Bancorp, an Oregon corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent (the “Agent”), shares of the common stock, no par value per share (“Common Stock”) of the Company, having an aggregate gross sales price of up to $30,000,000 (the “Shares”) on the terms set forth in Section 2 of this agreement (this “Agreement”). The Company agrees that whenever it determines to sell the Common Stock directly to the Agent, as principal or otherwise other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”). Notwithstanding the foregoing, in no event shall the aggregate gross sales price of the Shares sold pursuant to this Agreement and
RECITALSChange in Control Agreement • February 26th, 2004 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
INVESTMENT AGREEMENT dated as of October 23, 2009 between WEST COAST BANCORP and [ ]Investment Agreement • October 28th, 2009 • West Coast Bancorp /New/Or/ • State commercial banks • New York
INVESTMENT AGREEMENT, dated as of October 23, 2009 (this “Agreement”), between West Coast Bancorp, an Oregon corporation (the “Company”) and [ ], a [Delaware limited partnership], (the “Investor”).
1 EXHIBIT 10.1 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between West Coast Bancorp, an Oregon corporation (the "Company") and Robert D. Sznewajs (the "Executive"), dated as of January 1, 2000. The Board of Directors of the Company (the...Change of Control Employment Agreement • January 7th, 2000 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
RECITALSDirector Noncompetition Agreement • December 23rd, 1997 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
CHANGE IN CONTROL AGREEMENT 2008 Restatement Effective Date: January 1, 2004, As Amended and Restated December 30, 2008, For Compliance with Code § 409AChange in Control Agreement • February 24th, 2009 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made by WEST COAST BANCORP (“Bancorp”) and WEST COAST BANK (“Bank”) (collectively “Company”) and XANDRA McKEOWN (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among COLUMBIA BANKING SYSTEM, INC. WEST COAST BANCORP and SUB (as defined herein) Dated as of September 25, 2012Merger Agreement • October 1st, 2012 • West Coast Bancorp /New/Or/ • State commercial banks • Washington
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 25, 2012 (this “Agreement”), is by and among Columbia Banking System, Inc., a Washington corporation (“Purchaser”), West Coast Bancorp, an Oregon corporation (“Company”), and, from and after its accession to this Agreement in accordance with Section 6.16, Sub, an Oregon corporation (as defined herein).
OPTION GRANT UNDER WEST COAST BANCORP COMBINED 1991 INCENTIVE STOCK OPTION PLAN AND NONQUALIFIED STOCK OPTION PLANOption Grant • March 12th, 1996 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
RECITALSChange in Control Agreement • February 26th, 2004 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
CHANGE IN CONTROL AGREEMENT 2008 Restatement Effective Date: January 1, 2004, As Amended and Restated December 30, 2008, For Compliance with Code § 409AChange in Control Agreement • February 24th, 2009 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made by WEST COAST BANCORP (“Bancorp”) and WEST COAST BANK (“Bank”) (collectively “Company”) and ROBERT D. SZNEWAJS (“Executive”).
OPTION AGREEMENT FOR INCENTIVE STOCK OPTION (EMPLOYEE)Incentive Stock Option Agreement • August 8th, 2006 • West Coast Bancorp /New/Or/ • State commercial banks
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").
West Coast Bancorp and Wells Fargo Bank, National Association Tax Benefit Preservation Plan Dated as of October 23, 2009Tax Benefit Preservation Plan • October 28th, 2009 • West Coast Bancorp /New/Or/ • State commercial banks • Delaware
Tax Benefit Preservation Plan, dated as October 23, 2009 (“Plan”) between West Coast Bancorp, an Oregon corporation (the “Company”) and Wells Fargo Bank, National Association, as rights agent (the “Rights Agent”).
RESTRICTED STOCK AWARD AGREEMENT (DIRECTOR)Restricted Stock Award Agreement • November 7th, 2006 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
This Restricted Stock Award Agreement ("Agreement"), together with the Notice of Grant of Award (the "Award Notice"), evidences the grant of Restricted Stock to Participant under the West Coast Bancorp 2002 Stock Incentive Plan (the "Plan").
OPTION AGREEMENT FOR NONQUALIFIED STOCK OPTION (EMPLOYEE)Option Agreement for Nonqualified Stock Option • November 7th, 2006 • West Coast Bancorp /New/Or/ • State commercial banks
This Option Agreement, together with the Notice of Grant of Stock Options (the "Notice"), evidences the grant of a Nonqualified Stock Option (the "Option") to Participant under the West Coast Bancorp 2002 Stock Incentive Plan (the "Plan").
OPTION AGREEMENT FOR NONQUALIFIED STOCK OPTION (DIRECTOR)Option Agreement for Nonqualified Stock Option • November 7th, 2006 • West Coast Bancorp /New/Or/ • State commercial banks
This Option Agreement, together with the Notice of Grant of Stock Options (the "Notice") evidences the grant of a Nonqualified 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 are defined in the Plan.
VOTING AND OPTION AGREEMENTVoting and Option Agreement • March 23rd, 2006 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
This VOTING AND OPTION AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2006, by and between WEST COAST BANCORP, an Oregon corporation (“Bancorp”), and the undersigned shareholder (“Shareholder”) of Mid-Valley Bank, an Oregon state-chartered bank (“Mid-Valley”).
RESTRICTED STOCK AWARD AGREEMENT (EMPLOYEE)Restricted Stock Award Agreement • November 7th, 2006 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
This Restricted Stock Award Agreement ("Agreement"), together with the Notice of Grant of Award (the "Notice"), evidences the grant of Restricted Stock to Participant under the West Coast Bancorp 2002 Stock Incentive Plan (the "Plan").
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...Option Agreement for Incentive Stock Option • August 14th, 2002 • West Coast Bancorp /New/Or/ • State commercial banks
OPTION AGREEMENT FOR INCENTIVE STOCK OPTION (EMPLOYEE)Incentive Stock Option Agreement • November 7th, 2006 • West Coast Bancorp /New/Or/ • State commercial banks
This Option Agreement, together with the Notice of Grant of Stock Options (the "Notice"), evidences the grant of an Incentive Stock Option (the "Option") to Participant under the West Coast Bancorp 2002 Stock Incentive Plan (the "Plan").
AMENDMENT NO. 1 TO BULK PURCHASE AND SALE AGREEMENTBulk Purchase and Sale Agreement • January 6th, 2010 • West Coast Bancorp /New/Or/ • State commercial banks • Oregon
This Amendment No. 1 to Bulk Purchase and Sale Agreement (this "Amendment"), dated December 30, 2009, is between West Coast Bank, an Oregon bank ("Seller"), and S-CAP 09-5080, LLC, a Delaware limited liability company ("Purchaser"), and amends the Bulk Purchase and Sale Agreement, made as of December 30, 2009, between Seller and Purchaser (the "Agreement"). Seller and Purchaser agree as follows:
EXHIBIT 10.6Salary Continuation Agreement • March 31st, 1995 • West Coast Bancorp /New/Or/ • State commercial banks
