EXHIBIT 99.2
PACIFIC CONTINENTAL CORPORATION
RESTRICTED STOCK
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 Shares of Restricted
Stock Subject to the Award: ________________________
Fair Market Value (per share) on
Date of Award of Shares of Restricted Stock ________________________
Amount Required to be Paid for Shares of
Restricted Stock: $0.00 ________________________
Date of Award: ________________________
2. Company hereby awards to Grantee the number of shares of Restricted Stock
described above ("Award").
3. The Award is made under the Pacific Continental Corporation 2006 Stock
Option and Equity Compensation Plan of (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.
4. Except as otherwise provided in the Plan, shares of Restricted Stock
subject to this Award shall be forfeited to Company for no consideration,
immediately after Grantee first ceases to be an Employee or Director, to
the extent such shares have not Vested on or before such time in
accordance with the following vesting scheduled:
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If Grantee is an Employee or Then the following
Director, without interruption, percent of the number
from the Date of Award until of shares of Restricted
the following anniversary date Stock subject to the
of the Date of Award Award shall Vest * Performance Targets
* 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 Restricted Stock subject
to the Award.
5. Grantee shall have all of the rights of a shareholder with respect to
shares of Restricted Stock subject to this Award, until such shares are
forfeited as provided herein or in the Plan.
6. Shares of Restricted Stock subject to this Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner, until
and unless such shares Vest.
7. Shares of Restricted Stock subject to this Award shall not be issued,
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 Restricted Stock may then be listed. Issuance of shares of
Restricted Stock is further subject to the approval of counsel for Company
with respect to such compliance.
8. 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
issuance of Restricted Stock subject to this Award, including, but not
limited to, (i) withholding, or causing to be withheld, from any form of
compensation or 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, as a condition to
recognizing any rights of Grantee under the Award.
9. Grantee acknowledges that he understands the following:
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a. Under Section 83(a) of the U.S. Internal Revenue Code of 1986, as
amended (the "Code"), the excess of the fair market value on the
date of Vesting of the shares of Restricted Stock over the fair
market value on the Date of Award of such shares will be taxed at
the time of Vesting as ordinary income and subject to payroll and
withholding taxes and to tax reporting, as applicable.
b. Grantee may elect under Section 83(b) of the Code to be taxed at
ordinary income rates based on the fair market value of the shares
of Restricted Stock at the time such shares are awarded, rather than
at the time and as the shares of Restricted Stock Vest. Such
election (an "83(b) Election") must be filed with the Internal
Revenue Service within thirty (30) days from the Date of Award.
Grantee (a) will not be entitled to a deduction for any ordinary
income previously recognized as a result of the 83(b) Election if
shares of Restricted Stock are subsequently forfeited to the
Company, and (b) the 83(b) Election may cause Grantee to recognize
more compensation income than he would have otherwise recognized if
the value of the shares of Restricted Stock subsequently declines.
The form for making an 83(b) Election is attached hereto as Exhibit
A. FAILURE TO FILE SUCH ELECTION WITHIN THE REQUIRED THIRTY (30) DAY
PERIOD AND AS OTHERWISE DESCRIBED IN THE FORM MAY RESULT IN THE
RECOGNITION OF ORDINARY INCOME BY GRANTEE AS SHARES OF RESTRICTED
STOCK VEST.
c. The foregoing is only a summary of the federal income tax laws that
apply to the shares of Restricted Stock and does not purport to be
complete. GRANTEE IS DIRECTED TO SEEK INDEPENDENT ADVICE REGARDING
THE APPLICABLE PROVISIONS OF THE CODE ANY OTHER APPLICABLE TAX LAWS,
AND THE TAX CONSEQUENCES OF HIS DEATH.
10. Grantee agrees to deliver a Stock Power and Assignment Separate from
Certificate in the form attached as Exhibit B (with the name of the
transferee, number of shares, certificate number and date left blank),
executed by Grantee and his spouse, if any, along with any certificate(s)
evidencing shares of Restricted Stock issued to him, to the Secretary of
the Company or its designee ("Escrow Holder"). GRANTEE HEREBY APPOINTS THE
ESCROW HOLDER TO HOLD SUCH STOCK POWER AND ANY SUCH CERTIFICATE(S) IN
ESCROW AND TO TAKE ALL SUCH ACTIONS, AND TO EFFECTUATE ALL SUCH TRANSFERS
AND/OR RELEASES OF SUCH SHARES, AS ARE REQUIRED TO EFFECTUATE THE TERMS OF
THIS AWARD. The foregoing appointment is a power coupled with an interest
and may not be revoked by Grantee. Grantee and the Company agree that any
Escrow Holder will not be liable to any party to any person for any
actions or omissions, unless Escrow Holder is grossly negligent relative
thereto. Escrow Holder may rely on any letter, notice or other document
executed by any signature purported to be genuine and may rely on advice
of counsel and obey any order of any court with respect to the
transactions by this Agreement. Shares of Restricted Stock subject to this
Award shall be released to Grantee from escrow as they Vest.
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11. Grantee agrees that shares of Restricted Stock subject to this Award may
be forfeited as described herein and that the certificate(s) representing
such shares will bear a legend in substantially the following form:
"The securities represented by this certificate are subject to
certain transfer and forfeiture restrictions and may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any
manner. A copy of the agreement and plan may be obtained at the
principal office of the issuer. Such transfer and forfeiture
restrictions are binding on transferees of these shares."
12. 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
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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.
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. __________________
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ACKNOWLEDGEMENT
GRANTEE HEREBY ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THE PLAN.
______________________________________
Print Name:___________________________
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EXHIBIT A
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year the amount of any compensation taxable to taxpayer
in connection with taxpayer's receipt of the property described below:
1. The name, address, taxpayer identification number and taxable year of
the undersigned are as follows:
NAME OF TAXPAYER: ________________________________________________________
NAME OF SPOUSE: __________________________________________________________
ADDRESS: _________________________________________________________________
SOCIAL SECURITY NO. OF TAXPAYER: _________________________________________
SOCIAL SECURITY NO. OF SPOUSE: ___________________________________________
2. The property with respect to which the election is made is described as
follows: _______________ shares of the common stock of Pacific Continental
Corporation, an Oregon corporation (the "Company").
3. The date on which the property was transferred is:_____________________
4. The property is subject to the following restrictions:
The property will be forfeited to the Company taxpayer's services with the
Company are terminated. The foregoing restrictions lapse in a series of
installments over a 4-year period ending on ______________________.
5. The aggregate fair market value at the time of transfer of such
property (determined without regard to any restriction other than a restriction
that by its terms will never lapse) is: $____________
6. The amount (if any) paid for such property is: $0.00
The undersigned has submitted a copy of this statement to the person for
whom the services were performed in connection with the undersigned's receipt of
the above-described property. The undersigned is the person performing the
services in connection with the transfer of said property.
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The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner of Internal Revenue.
Dated: _____________________
Taxpayer ______________________________________
Print Name: __________________________
Spouse ______________________________________
Print Name: __________________________
IF YOU DECIDE TO MAKE AN 83(b) ELECTION, YOU MUST FILE THIS FORM WITHIN THIRTY
(30) DAYS OF THE DATE OF AWARD AND AS OTHERWISE DESCRIBED BELOW.
DISTRIBUTION OF COPIES
1. The original is to be filed with the Internal Revenue Service Center
where the taxpayer's income tax return will be filed. Filing must be made by no
later than thirty (30) days after the date the property was transferred.
2. Attach one copy to the taxpayer's income tax return for the taxable
year in which the property was transferred.
3. Provide a copy to the Company.
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EXHIBIT B
STOCK POWER AND ASSIGNMENT
SEPARATE FROM CERTIFICATE *
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _____________________, _________ shares of the common stock of Pacific
Continental Corporation, an Oregon corporation, standing in the undersigned's
name on the books of said corporation represented by Certificate(s)
No._______________________________ delivered herewith, and does hereby
irrevocably constitute the Secretary of said corporation as attorney-in-fact,
with full power of substitution, to transfer said stock on the books of said
corporation.
Dated: _____________________
Taxpayer ______________________________________
Print Name: __________________________
Spouse ______________________________________
Print Name: __________________________
*GRANTEE AND HIS SPOUSE SHOULD SIGN THIS STOCK POWER AND ASSIGNMENT SEPARATE
FROM CERTIFICATE, BUT LEAVE BLANK THE NAME OF THE TRANSFEREE, NUMBER OF SHARES,
CERTIFICATE NUMBER AND DATE.
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