0000896595-14-000008 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT [Section 162(m) Performance-Based Grant]
Restricted Stock Award Agreement • January 31st, 2014 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon

This Restricted Stock Award Agreement (the “Agreement”) is made and entered into pursuant to the terms of the Umpqua Holdings Corporation 2013 Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Umpqua Holdings Corporation, an Oregon corporation (the “Company”). Unless otherwise defined herein, capitalized terms defined in this Restricted Stock Award Agreement shall have the meanings as defined in the Plan.

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RESTRICTED STOCK AWARD AGREEMENT [Three-Year Level Vesting Grant]
Restricted Stock Award Agreement • January 31st, 2014 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon

This Restricted Stock Award Agreement (the “Agreement”) is made and entered into pursuant to the terms of the Umpqua Holdings Corporation 2013 Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Umpqua Holdings Corporation, an Oregon corporation (the “Company”). Unless otherwise defined herein, capitalized terms defined in this Restricted Stock Award Agreement shall have the meanings as defined in the Plan.

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