EXHIBIT 99.5
PACIFIC CONTINENTAL CORPORATION
STOCK APPRECIATION RIGHT
FORM OF
AWARD AGREEMENT
THIS AWARD AGREEMENT ("Agreement") is entered into by and between Pacific
Continental Corporation ("Company") and _______________ ("Grantee").
1. Basic Terms of Award
Number of Stock Appreciation Rights: ____________________________
Fair Market Value of Common
Stock (per share) on Date of Award ____________________________
Amount required to be paid
for Stock Appreciation Rights: $0.00
Date of Award: ____________________________
Upon exercise, Award shall be
settled (check appropriate box): [ ] in cash
[ ] by issuing Common Stock
[ ] in cash or by issuing Common
Stock, as determined by
Company at the time of exercise
2. Company hereby grants to Grantee the number of Stock Appreciation Rights
described above ("Award"). The Award entitles Grantee to receive a payment
in cash or Common Stock, as indicated above, of an amount equal to the
excess of (i) the Fair Market Value, on the date of exercise of the right,
of one share of Common Stock per Stock Appreciation Right, over (ii) the
Fair Market Value, on the Date of Award, of such share of Common Stock.
Such Fair Market Value shall not be increased or otherwise adjusted
because of dividends or other distributions paid at any time on or with
respect to shares of stock of Company.
3. The Award is made under the Pacific Continental Corporation 2006 Stock
Option and Equity Compensation Plan (the "Plan"), a copy of which has been
provided to Grantee. The terms and conditions of the Plan are hereby
incorporated herein and made a part hereof. In the event of a conflict
between the terms and conditions of the Plan and the terms and conditions
of this Agreement, the former shall govern. Capitalized terms used in this
Agreement that are not defined herein shall have the meaning given to such
terms in the Plan.
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4. Stock Appreciation Rights shall Vest in accordance with the vesting
scheduled set forth below. Immediately after Grantee first ceases to be an
Employee or Director, Stock Appreciation Rights that have not Vested on or
prior to such time may no longer Vest and shall be forfeited for no
consideration, except as otherwise provided in the Plan.
If Grantee is an Employee or Director, Then the Option shall Vest with respect
without interruption, from the Date of to the following percent of the number
Award until the following anniversary of shares of Common Stock subject to
date of the Date of Award the Award *
________________
* Rounded up in each case to the nearest whole number; provided, however, that
in no event shall Grantee have the right to acquire hereunder, over the entire
vesting period, more than the total number of shares of Common Stock subject to
the Award.
5. Grantee shall have no rights as a shareholder with respect to any Stock
Appreciation Rights or any shares of Common Stock subject to this Award,
unless and until such shares are actually issued to him.
6. Grantee shall exercise his right to receive payment with respect to that
portion of the Stock Appreciation Right that has Vested by giving a
written notice of exercise to Company. The date on which such notice is
given shall be deemed to be the date of exercise. As soon as practicable
thereafter, Company shall settle the payment and may elect to do so using
cash, shares of Common Stock or a combination of both.
7. No rights under the Stock Appreciation Right may be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner, other
than by will or by the laws of descent or distribution.
8. No shares of Common Stock shall be issued with respect to a Stock
Appreciation Right, unless the issuance and delivery of such shares shall
comply with all relevant provisions of law, including, without limitation,
all securities laws, rules and regulations, and the requirements of any
stock exchange upon which the shares may then be listed. Issuance of such
shares is further subject to the approval of counsel for Company with
respect to such compliance.
9. Company, in its sole discretion, may take any actions reasonably believed
by it to be required to comply with any local, state, or federal tax laws
relating to the reporting or withholding of taxes attributable to the
Stock Appreciation Right, including, but not limited to, (i) withholding,
or causing to be withheld, from any form of compensation or
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other amount due Grantee any amount required to be withheld under
applicable tax laws, or (ii) as a condition to recognizing any rights of
Grantee under the Award, requiring Grantee to make arrangements
satisfactory to Company (including, without limitation, paying amounts) to
satisfy any tax obligations.
10. Miscellaneous.
a. All pronouns shall be deemed to include the masculine, feminine,
neuter, singular or plural forms thereof, as the context may
require. All references to "paragraph" shall be deemed to refer to
paragraphs of this Agreement, unless otherwise specifically stated.
b. All notices and other writings of any kind that a party to this
Agreement may or is required to give hereunder to any other party
hereto shall be in writing and may be delivered by personal service
or overnight courier, facsimile, or registered or certified mail,
return receipt requested, deposited in the United States mail with
postage thereon fully prepaid, addressed (i) if to Company, to its
home office, marked to the attention of the corporate secretary of
Company; or (ii) if to Grantee, to his address set forth on the
signature page hereof. Any notice or other writings so delivered
shall be deemed given, if by mail, on the second (2nd) business day
after mailing and, if by other means, on the date of actual receipt
by the party to whom it is addressed. Any party hereto may from time
to time by notice in writing served upon the other as provided
herein, designate a different mailing address or a different person
to which such notices or other writings are thereafter to be
addressed or delivered.
c. In any action at law or in equity to enforce any of the provisions
or rights under this Agreement, the unsuccessful party to such
litigation, as determined by the court in a final judgment or
decree, shall pay the successful party all costs, expenses and
reasonable attorneys' fees incurred by the successful party
(including, without limitation, costs, expenses and fees on any
appeal).
d. No waiver of any term, provision or condition of this Agreement,
whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or be construed as, a further or continuing waiver
of any such term, provision or condition or as a waiver of any other
term, provision or condition of this Agreement.
e. It is the intention of the parties that the internal laws of the
State of Oregon (irrespective of any choice of law principles) shall
govern the validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties.
f. The terms, conditions and covenants of this Agreement are intended
to be fully effective and binding, to the extent permitted by law,
on the heirs, executors, administrators, successors and permitted
assigns of the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first indicated above.
COMPANY PACIFIC CONTINENTAL CORPORATION,
an Oregon corporation
By ____________________________________
Print name: ___________________________
Title: ________________________________
GRANTEE
_______________________________________
Print Name: ___________________________
Address: ______________________________
______________________________
______________________________
Social Security No. ___________________
ACKNOWLEDGEMENT
Grantee hereby acknowledges that he has received a copy of the Plan.
_______________________________________
Print Name: ___________________________
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