-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pa28waYXMdY5vixmdJiFaBA8Q+rMozH7vNzBZFSmoOPfIvSnAidwPjQiHx6o8Pe6 6cJBEDjhrIn4Ia2W1c00jA== 0000891020-99-001490.txt : 19990831 0000891020-99-001490.hdr.sgml : 19990831 ACCESSION NUMBER: 0000891020-99-001490 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990830 EFFECTIVENESS DATE: 19990830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST COAST BANCORP /NEW/OR/ CENTRAL INDEX KEY: 0000717059 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 930810577 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-86113 FILM NUMBER: 99702108 BUSINESS ADDRESS: STREET 1: 5335 SW MEADOWS RD STREET 2: SUITE 201 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 5036840884 MAIL ADDRESS: STREET 1: 5335 SW MEADOWS RD STREET 2: SUITE 201 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL BANCORP DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 REGISTRATION STATEMENT 1 As Filed with the Securities and Exchange Commission on August 27, 1999 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------------------- WEST COAST BANCORP (Exact name of issuer as specified on its charter) OREGON 93-0810577 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 5335 MEADOWS ROAD, SUITE 201 LAKE OSWEGO, OREGON 97035 (Address of principal executive offices) 1999 STOCK OPTION PLAN (Full title of each plan) Please send copies of all communications to: DONALD A. KALKOFEN STEPHEN M. KLEIN, ESQ. Executive President and Chief Financial Officer Graham & Dunn, P.C. West Coast Bancorp 1420 Fifth Avenue 5335 Meadows Road, Suite 201 33rd Floor Lake Oswego, Oregon 97035 Seattle, Washington 98101 (503) 684-0884 (206) 340-9648 (Name, address including zip code, telephone number including area code, of agent for service) 1 2 CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------ Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be to be price offering registration registered registered per share (1) price (1) fee - ---------- ----------- ------------- --------- --- Common shares, 1,500,000(2) $31.34 $47,010,000 $13,093.00 no par value ------------------------------------------------------------------------------
Notes: 1. Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933, as amended ("Securities Act"), the price per share is estimated to be $31.34 based upon the average of the high ($31.44) and the low ($31.25) trading prices of the common stock, no par value per share ("Common Stock") of West Coast Bancorp (the "Registrant") as reported on the Nasdaq Stock Market on August 25, 1999. 2. Shares of Registrant's Common Stock issuable upon exercise of option outstanding under the 1999 Stock Option Plan (the "Plan"), together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance under the Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock, as provided in Rule 416(a) under the Securities Act. 2 3 PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed below are incorporated by reference in the Registration Statement. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") prior to Registrant's filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed pursuant to Section 13(a) or 15(d) of the Exchange Act, which contains audited financial statements for the most recent fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above. (c) The description of the Common Shares contained in the Registrant's Prospectus/Joint Proxy Statement dated January 12, 1998 and included in the Registrant's Registration Statement on Form S-4 (Registration No. 333-43083), including any amendments or reports filed for the purpose of updating such description. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares offered pursuant to the Plan will be passed upon by Graham & Dunn, PC, 1420 Fifth Avenue, 33rd Floor, Seattle, Washington 98101. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Articles of Incorporation provide for indemnification, to the fullest extent permissible under the Oregon Business Corporation Act (the "OBCA"), of its directors against all expense, liability, and loss (including attorneys' fees) incurred by him or her by reason of or arising from the fact that he or she is or was a director of the Registrant or is or was serving at Registrant's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, and these indemnification rights continue as to a person who has ceased to be a director, officer, partner, trustee, employee, or agent and inure to the benefit of his or her heirs, executors, and administrators. Registrant's Articles of Incorporation authorize Registrant, through its Bylaws, and the Registrant's Board to provide indemnification to Registrant's officers, employees, and agents, to the extent 3 4 permitted by law. Registrant's Bylaws provide that Registrant will indemnify its directors and officers to the full extent permitted by the OBCA. However, Registrant will not provide indemnification when (1) a director or officer commits intentional misconduct or knowingly violates the law; (2) a director or officer is adjudged liable to Registrant in a proceeding by or in the right of Registrant; or (3) a director or officer is adjudged liable in any proceeding charging improper personal benefit on the basis that the director or officer improperly received a personal benefit. Indemnification rights and procedures, including entitlements to advanced expenses, are set forth in more detail in Registrant's Bylaws. The Articles permit the Registrant to provide further indemnification rights to its directors, officers, employees, and agents as permitted by law. The Registrant has provided such additional indemnification rights to its directors, officers, employees, and agents in the Bylaws, and in indemnification agreements entered into with certain of its directors and officers. The effect of these provisions is potentially to indemnify the Registrant's directors from all costs and expenses of liability incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with the Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 4 5 ITEM 8. EXHIBITS.
Exhibit Number Description ------- ----------- 5.1 Opinion of Graham & Dunn, P.C., Registrant's legal counsel, regarding legality of the Common Stock being registered. 23.1 Consent of Graham & Dunn (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Dwyer Pemberton LLP 24.1 Powers of Attorney (see the Signature Page ) 99.1 1999 Stock Option Plan. 99.2 Form of Stock Option Agreement
ITEM 9. UNDERTAKINGS. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 5 6 Section 15(d) of the Securities Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 7 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Oswego, State of Oregon, on the 25th day of August, 1999. WEST COAST BANCORP By: /s/ Donald A. Kalkofen ----------------------------------------------- Donald A. Kalkofen Executive Vice President and Chief Financial Officer POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Ronald T. DeLude and Shauna L. Vernal, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead, and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post-effective amendments. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated, on the 25th day of August, 1999.
Signature Title --------- ----- /s/ Ronald A. DeLude Acting President and Chief Executive Officer - ------------------------------ (Principal Executive Officer) Ronald A. DeLude /s/ Donald A. Kalkofen Executive Vice President and Chief Financial - ------------------------------ Officer Donald A. Kalkofen (Principal Financial Officer) /s/ Kevin M. McClung Vice President and Controller - ------------------------------ (Principal Accounting Officer) Kevin M. McClung
7 8
/s/ Lloyd D. Ankeny Director - ------------------------------ Lloyd D. Ankeny /s/ Phillip G. Bateman Director - ------------------------------ Phillip G. Bateman /s/ Michael J. Bragg Director - ------------------------------ Michael J. Bragg /s/ William B. Loch Director - ------------------------------ William B. Loch /s/ Jack E. Long Director - ------------------------------ Jack E. Long /s/ C. Douglas McGregor Director - ------------------------------ C. Douglas McGregor /s/ J. F. Ouderkirk Director - ------------------------------ J. F. Ouderkirk /s/ James J. Pomajevich Director - ------------------------------ James J. Pomajevich
8 9 INDEX OF EXHIBITS
Exhibit Number Description - ------- ----------- 5.1 Opinion of Graham & Dunn, P.C., Registrant's legal counsel, regarding legality of the Common Stock being registered. 23.1 Consent of Graham & Dunn (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Dwyer, Pemberton 24.1 Powers of Attorney (see the Signature Page) 99.1 1999 Stock Option Plan. 99.2 Form of Stock Option Agreement
9 EX-5.1 2 OPINION OF GRAHAM & DUNN, P.C. 1 EXHIBIT 5.1 August 26, 1999 The Board of Directors West Coast Bancorp 5335 Meadows Road, Suite 201 Lake Oswego, Oregon 97035 RE: LEGAL OPINION REGARDING VALIDITY OF SECURITIES OFFERED Dear Ladies and Gentlemen: We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), which you are filing with the Securities and Exchange Commission (the "Commission") with respect to 1,500,000 shares of common stock, no par value per share (the "Shares"), of West Coast Bancorp, an Oregon corporation ("Bancorp") authorized for issuance under the 1999 Stock Option Plan (the "Plan"). In connection with the offering of the Shares, we have examined the following: (i) the Plan, which is filed as Exhibit 99.1 to the Registration Statement; (ii) the Registration Statement, including the remainder of the exhibits; and (iii) such other documents as we have deemed necessary to form the opinions hereinafter expressed. As to various questions of fact material to such opinions, where relevant facts were not independently established, we have relied upon statements of officers of Bancorp. Our opinion assumes that the Shares are issued in accordance with the terms of the Plan after the Registration Statement has become effective under the Act. Based and relying solely upon the foregoing, we advise you that in our opinion, the Shares, or any portion thereof, when issued pursuant to the Plan, after the Registration Statement has become effective under the Act, will be validly issued under the laws of the State of Oregon and will be fully paid and nonassessable. 2 West Coast Bancorp August 26, 1999 Page 2 We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. This consent shall not be construed to cause us to be in the category of persons whose consent is required to be filed pursuant to Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, GRAHAM & DUNN /s/ Graham & Dunn EX-23.2 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 26, 1999 included ( or incorporated by reference) in West Coast Bancorp's Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP San Francisco, California August 26, 1999 EX-23.3 4 CONSENT OF DWYER, PEMBERTON 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 26, 1999 included ( or incorporated by reference) in West Coast Bancorp's Form10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ DWYER, PEMBERTON & COULSON Tacoma, Washington August 26, 1999 EX-99.1 5 1999 STOCK OPTION PLAN 1 EXHIBIT 99.1 WEST COAST BANCORP 1999 STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. The purpose of this 1999 Stock Option Plan ("Plan") is to provide additional incentives to key employees and service providers of West Coast Bancorp ("Bancorp") and any of its existing or future Subsidiaries, thereby helping to attract and retain the best available personnel for positions of responsibility with said corporations and otherwise promoting the success of the business activities of Bancorp. Bancorp intends that Options issued under this Plan will constitute either Incentive Stock Options within the meaning of Section 422 of the Code or Nonqualified Stock Options. 2. DEFINITIONS. As used in this Plan, the following definitions apply: a. "1934 Act" means the Securities Exchange Act of 1934, as amended. b. "Bancorp" has the meaning set forth in paragraph 1 of this Plan. c. "Board" means the Board of Directors of Bancorp. d. "Code" means the Internal Revenue Code of 1986, as amended. e. "Common Stock" means Bancorp's common stock, currently with no par value. f. "Committee" has the meaning set forth in subparagraph 4(a) of this Plan. g. "Continuous Status as Employee" means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave or any other approved leave of absence. h. "Date of Grant" of an Option means the date on which the Committee makes the determination granting such Option, or such later date as the Committee may designate. The Date of Grant shall be specified in the Option agreement. i. "Employee" means any person employed by Bancorp, or a Subsidiary of Bancorp which is currently in existence or is hereafter organized or is acquired by Bancorp. j. "Exercise Price" has the meaning set forth in subparagraph 4(b)(2) of this Plan. k. "Option" means a stock option granted under this Plan. Options shall include both Incentive Stock Options as defined under Section 422 of the Code and Nonqualified Stock Options, which refer to all stock options other than Incentive Stock Options. l. "Optionee" means an Employee or Service Provider who receives an Option. m. "Plan" has the meaning set forth in paragraph 1 of this Plan. n. "Service Provider" means any person who provides services to Bancorp, or a Subsidiary of Bancorp which is currently in existence or is hereafter organized or is acquired by Bancorp, under contract or other agreement with Bancorp or a Subsidiary. o. "Shareholder-Employee" means an Employee who owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of Bancorp or 1 2 of any Subsidiary or parent company. For this purpose, the attribution of stock ownership rules provided in Section 424(d) of the Code shall apply. p. "Subsidiary" means any corporation of which not less than fifty percent (50%) of the voting shares are held by Bancorp or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by Bancorp or a Subsidiary. 3. STOCK SUBJECT TO OPTIONS. a. Number of Shares Reserved. The maximum number of shares which may be optioned and sold under this Plan is 1,500,000 shares of the Common Stock of Bancorp (subject to adjustment as provided in subparagraph 6(j) of this Plan). During the term of this Plan, Bancorp will at all times reserve and keep available a sufficient number of shares of its Common Stock to satisfy the requirements of this Plan. b. Expired Options. If any outstanding Option expires or becomes unexercisable for any reason without having been exercised in full, the shares of Common Stock allocable to the unexercised portion of such Option will again become available for other Options. 4. ADMINISTRATION OF THE PLAN. a. The Committee. The Board will administer this Plan directly, acting as a Committee of the whole, or if the Board elects, by a separate Committee appointed by the Board for that purpose and consisting of at least three Board members. If a separate Committee is appointed, the chairman of the Board will appoint one of the Committee members as the chairman of the Committee. All references in the Plan to the "Committee" refers to this separate Committee, if any is established, or if none is then in existence, refers to the Board as a whole. Once appointed, any Committee will continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause), appoint new members in substitution, and fill vacancies however caused. The Committee will hold meetings at such times and places as the chairman or a majority of the Committee may determine. At all times, the Board will have the power to remove all members of the Committee and thereafter to directly administer this Plan as a Committee of the whole. (1) Members of the Committee who are eligible for Options or who have been granted Options will be counted for all purposes in determining the existence of a quorum at any meeting of the Committee and will be eligible to vote on all matters before the Committee respecting the granting of Options or administration of this Plan. (2) At least annually, the Committee must present a written report to the Board indicating the persons to whom Options have been granted since the date of the last such report, and in each case the Date of Grant, the number of shares optioned, and the per-share Exercise Price. b. Powers of the Committee. All actions of the Committee must be either (i) by a majority vote of the members of the full Committee at a meeting of the Committee, or (ii) by unanimous written consent of all members of the full Committee without a meeting. All decisions, determinations and interpretations of the Committee will be final and binding on all persons, including all Optionees and any other holders or persons interested in any Options, unless otherwise expressly determined by a vote of the majority of the entire Board. No member of the Committee or of the Board will be liable for any action or determination made in good faith with respect to the Plan or any Option. Subject to all 2 EX-99.2 6 FORM OF STOCK OPTION AGREEMENT 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 the attached Notice of Grant of Stock Options ("Notice"). 1. Under Bancorp's 1999 Stock Option Plan (the "Plan") and subject to the terms of this Agreement and the attached Notice, Bancorp hereby grants to the Optionee an option to purchase the number of shares of Bancorp's common stock specified in the Notice ("Option Shares") at the exercise price per share specified in the Notice ("Exercise Price"). 2. This Option is granted as of the effective date specified in the Notice, and shall terminate on the expiration date specified in the Notice unless sooner terminated by reason of death, disability or other termination of status as an employee as provided in the Plan. 3. Any part of the Option designated by the Notice as an "incentive stock option" is intended to be an Incentive Stock Option as defined in the Plan. Any part of the Option not so designated is a Nonqualified Stock Option as defined in the Plan. 4. This Option may be subject to a vesting schedule, described in the Notice, setting the timing and conditions under which the Option becomes exercisable. Option Shares as to which this Option becomes exercisable are called "Vested Shares". This Option will be exercisable as to Vested Shares in whole or in part at any time on or after the later of the date of grant and the vesting date, until the Option terminates under the Plan. If the Optionee's status as an employee with Bancorp terminates, then this Option will cease to vest and will not become exercisable as to any additional shares, as of the date on which the Optionee's employment terminates. In that case, this Option will be limited to the Vested Shares as of such date of the termination of employment. 5. In order to exercise this Option, the Optionee must deliver to Bancorp a written notice of exercise signed by Optionee specifying (i) the number of shares with respect to which this Option is being exercised and (ii) the per-share Exercise Price. This written notice of exercise must be accompanied by payment of the full amount of the Exercise Price for the number of Option Shares being purchased. 6. OPTIONEE IS SOLELY RESPONSIBLE FOR KNOWING WHEN HIS OR HER OPTION WILL EXPIRE OR TERMINATE, INCLUDING ANY TERMINATION WHICH MAY OCCUR BY REASON OF HIS OR HER DEATH, DISABILITY OR OTHER TERMINATION OF STATUS AS AN EMPLOYEE AS PROVIDED IN THE PLAN. EXCEPT AS PROVIDED IN SECTION 6(L) OF THE PLAN, BANCORP IS NOT OBLIGATED TO NOTIFY OPTIONEE OF ANY TERMINATION OR IMPENDING TERMINATION OF THE OPTION. 7. All terms and conditions of the Plan and Notice are hereby incorporated by this reference as a part of this Agreement, including but not limited to the "Terms and Conditions of Options" provided in the Plan. Bancorp reserves the right, without the consent of Optionee, to amend the Plan and/or this Agreement at any time before exercise of the Option granted hereunder to cause any part of this Option designated to be an Incentive Stock Option, to qualify as an Incentive Stock Option within the scope and meaning of Section 422 of the Internal Revenue Code ("Code"), or any successor provision of the Code. --- 2 EMPLOYEE: WEST COAST BANCORP, an Oregon corporation ____________________________________ By:____________________________ Print Name:_________________________ Title:_________________________ I hereby acknowledge that I have received a copy of the Plan, incorporated by reference above. - ---------------------------------------- Employee 3 provisions and limitations of the Plan, the Committee will have the authority and discretion: (1) to determine the persons to whom Options are to be granted, the Dates of Grant, and the number of shares to be represented by each Option; (2) to determine the price at which shares of Common Stock are to be issued under an Option, subject to subparagraph 6(b) of this Plan ("Exercise Price"); (3) to determine all other terms and conditions of each Option granted under this Plan (including specification of the dates upon which Options become exercisable, and whether conditioned on performance standards, periods of service or otherwise), which terms and conditions can vary between Options; (4) to modify or amend the terms of any Option previously granted, or to grant substitute Options, subject to subparagraphs 6(l) and 6(m) of this Plan and approval of the Optionee when required; (5) to authorize any person or persons to execute and deliver Option agreements or to take any other actions deemed by the Committee to be necessary or appropriate to effect the grant of Options by the Committee; (6) to interpret this Plan and to make all other determinations and take all other actions which the Committee deems necessary or appropriate to administer this Plan in accordance with its terms and conditions. 5. ELIGIBILITY. Options may be granted to Employees and Service Providers, except that Incentive Stock Options may be granted only to Employees. Granting of Options under this Plan will be entirely discretionary with the Committee. Adoption of this Plan will not confer on any Employee or Service Provider any right to receive any Option or Options under this Plan unless and until said Options are granted by the Committee in its sole discretion. Neither the adoption of this Plan nor the granting of any Options under this Plan will confer upon any Employee any right with respect to continuation of employment, nor will the same interfere in any way with his or her right or with the right of Bancorp or any Subsidiary to terminate his or her employment at any time. Neither the adoption of this Plan nor the granting of any Options under this Plan will confer upon any Service Provider any right with respect to continuation of engagement for services, nor will the same interfere in any way with the terms of engagement of such Service Provider. 6. TERMS AND CONDITIONS OF OPTIONS. All Options granted under this Plan must be authorized by the Committee, and must be documented in written Option agreements in such form as the Committee will approve from time to time, which agreements must comply with and be subject to all of the following terms and conditions: a. Number of Shares; Annual Limitation. Each Option agreement must state whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option and the number of shares subject to Option. Any number of Options may be granted to an Optionee at any time; except that, in the case of Incentive Stock Options, the aggregate fair market value (determined as of each Date of Grant) of all shares of Common Stock with respect to which Incentive Stock Options become exercisable for the first time by such Employee during any one calendar year (under all incentive stock option plans of the Company and all of its Subsidiaries taken together) shall not exceed $100,000. Any portion of an Option in excess of the $100,000 limitation shall be treated as a Nonqualified Stock Option. 3 4 b. Exercise Price and Consideration. Each option agreement must state the Exercise Price for the shares of Common Stock to be issued under the Option. The Exercise Price shall be the price determined by the Committee, subject to subparagraphs (1) and (2) below. (1) In the case of Incentive Stock Options, the Exercise Price shall in no event be less than the fair market value of the Common Stock on the Date of Grant. In the case of an Incentive Stock Option granted to a Employee who, immediately before the grant of such Incentive Stock Option, is a Shareholder-Employee, the Exercise Price shall be at least 110% of the fair market value of the Common Stock on the Date of Grant. (2) In all cases, the Exercise Price shall be no less than the greater of (i) the fair market value of the Common Stock or (ii) the net book value of the Common Stock, each as determined by the Committee at the time of grant. (3) In all cases, the Exercise Price shall be payable either (i) in United States dollars upon exercise of the Option, or (ii) if approved by the Board, other consideration including without limitation Common Stock of Bancorp, services, debt instruments or other property. c. Term of Option. No Option shall in any event be exercisable after the expiration of ten (10) years from the Date of Grant. Further, no Incentive Stock Option granted to a Employee who, immediately before such Incentive Stock Option is granted, is a Shareholder-Employee shall be exercisable after the expiration of five (5) years from the Date of Grant. Subject to the foregoing and other applicable provisions of the Plan including but not limited to subparagraphs 6(g), 6(h) and 6(i), the term of each Option will be determined by the Committee in its discretion. (1) Vesting. The Committee shall provide in the option agreement if, at its discretion, the Option is subject to a vesting schedule specifying the date or dates upon which the Option becomes exercisable and/or is subject to vesting conditions specifying performance standards, periods of service or other conditions which must be met before the Option becomes exercisable. If an Option is subject to a vesting schedule or vesting condition, then unless the option agreement states otherwise, and except as provided in subparagraph 6(l)(2), the Option will cease to vest and will not become exercisable as to any additional shares, as of the date on which the Optionee's status as Employee or Service Provider terminates. d. Non-transferability of Options. (1) Except as otherwise provided in this subparagraph 6(d) or by applicable law, no Option 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 and may be exercised, during the lifetime of the Optionee, only by the Optionee. (2) The Board (in its sole discretion) may permit Nonqualified Stock Options to be exercised by certain persons or entities approved by the Board, subject to any conditions and procedures that the Board (in its sole discretion) may establish. Any permitted transfer is subject to the further condition that the Board must receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration). (3) The transfer restrictions in this subparagraph 6(d) do not apply to transfers to Bancorp or authorization by the Board of "cashless exercise" procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) 4 5 the exercise of an Option consistent with the express authorization of the Board and applicable laws. e. Manner of Exercise. An Option will be deemed to be exercised when written notice of exercise has been given to Bancorp in accordance with the terms of the Option by the person entitled to exercise the Option, together with full payment for the shares of Common Stock subject to said notice. f. Rights as Shareholder. An Optionee shall have none of the rights of a shareholder with respect to any shares covered by his or her Option unless and until the Optionee has exercised such Option and submitted full payment for the shares. g. Death of Optionee. An Option shall be exercisable at any time prior to termination under subparagraphs (1) or (2), below, by the Optionee's estate or by such person or persons who have acquired the right to exercise the Option by bequest or by inheritance or by reason of the death of the Optionee. In the event of the death of an Optionee, (1) an Incentive Stock Option shall terminate no later than the earliest of (i) one year after the date of death of the Optionee if the Optionee had been in Continuous Status as an Employee since the Date of Grant of the Option, or (ii) the date specified under subparagraph 6(i) of this Plan if the Optionee's status as an Employee was terminated prior to his or her death, or (iii) the expiration date otherwise provided in the applicable Option agreement; and (2) a Nonqualified Stock Option shall terminate no later than the earlier of (i) one year after the date of death of the Optionee, or (ii) the expiration date otherwise provided in the Option agreement, except that if the expiration date of a Nonqualified Stock Option should occur during the 180-day period immediately following the Optionee's death, such Option shall terminate at the end of such 180-day period. h. Disability of Optionee. If an Employee-Optionee's status as an Employee is terminated at any time during the Option period by reason of a disability (within the meaning of Section 22(e)(3) of the Code) and if said Optionee had been in Continuous Status as an Employee at all times between the Date of Grant of the Option and the termination of his or her status as an Employee, his or her Option shall terminate no later than the earlier of (i) one year after the date of termination of his or her status as an Employee, or (ii) the expiration date otherwise provided in his or her Option agreement. i. Termination of Status as an Employee or Service Provider. Unless otherwise provided in the Option agreement, if an Optionee's status as an Employee or Service Provider is terminated at any time after the grant of an Option to such Optionee for any reason other than death or, in the case of an Employee-Optionee, disability (as described in subparagraphs 6(g) and 6(h) above), then subject to subparagraph 6(l)(2), such Option shall terminate no later than the earlier of (i) the expiration date otherwise provided in his or her Option agreement, or (ii) in the case of an Incentive Stock Option, the same day of the third month after the date of termination of his or her status as an Employee, or in the case a Nonqualified Stock Option, the same day of the sixth month after the date of termination of his or her status as an Employee or Service Provider. j. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of Bancorp, the number of shares of Common Stock covered by each outstanding Option, the number of shares of Common Stock available for grant of additional Options, and the per-share Exercise Price in each outstanding Option, will be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split or other subdivision or consolidation of 5 6 shares, the payment of any stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by Bancorp; provided, however, that conversion of any convertible securities of Bancorp will not be deemed to have been "effected without receipt of consideration." Such adjustment will be made by the Committee, whose determination in that respect will be final, binding and conclusive. (1) Except as otherwise expressly provided in this subparagraph 6(j), no Optionee will have any rights by reason of any stock split or the payment of any stock dividend or any other increase or decrease in the number of shares of Common Stock, and no issuance by Bancorp of shares of stock of any class, or securities convertible into shares of stock of any class, will affect the number of shares or Exercise Price subject to any Options, and no adjustments in Options will be made by reason thereof. The grant of an Option under this Plan will not affect in any way the right or power of Bancorp to make adjustments, reclassifications, reorganizations or changes of its capital or business structure. k. Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an Option granted under this Plan unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, including applicable federal and state securities laws. As a condition to the exercise of an Option, Bancorp may require the person exercising such Option to represent and warrant at the time of exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such Common Stock if, in the opinion of counsel for Bancorp, such a representation is required by any of the aforementioned relevant provisions of law. l. Corporate Sale Transactions. In the event of a merger or reorganization of Bancorp with or into any other corporation that results in a "Change of Control of Bancorp" as defined below, or a proposed sale of substantially all of the assets of Bancorp, or a proposed dissolution or liquidation of Bancorp (collectively, "Sale Transaction"), all outstanding Options that are not then fully exercisable shall become exercisable upon the date of closing of any Sale Transaction or such earlier date as the Committee may fix. The Committee may, in the exercise of its sole discretion, terminate all outstanding Options as of a date fixed by the Committee; provided that (i) the Committee shall notify each Optionee of such action in writing not less -------- than ninety (90) days prior to the termination date fixed by the Committee and (ii) all outstanding Options that are not the fully exercisable shall become exercisable upon the date of the 90-day notice. (1) For purposes of this subparagraph, a "Change of Control of Bancorp" occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of Bancorp that, together with stock held by such person or group, possess more than 50% of the total fair market value or total voting power of Bancorp stock. However, if any one person, or more than one person acting as a group, is considered to own more that 50% of the total fair market value or total voting power of stock of Bancorp, the acquisition of additional stock by the same person or persons is not considered to cause a Change of Control of Bancorp. An increase in the percentage of stock owned by any one person, or more than one person acting as a group, as a result of a transaction in which Bancorp acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subparagraph. For purposes of this definition, persons will not be considered to be "acting as a group" merely because they happen to purchase or own stock of Bancorp at the same time, or as the result of some pubic offering. However, persons will be considered to be "acting as a group" if they are owners of an entity that enters into 6 7 a merger, consolidation, purchase or acquisition of stock or similar business transaction with Bancorp. (2) If an Employee-Optionee's status as an Employee is terminated at any time after the grant of an Option to such Employee and after Bancorp executes an agreement for a Change of Control of Bancorp but before the closing of such Change of Control of Bancorp, then all outstanding Options that are not then fully exercisable shall become exercisable upon the date of termination. m. Substitute Stock Options. In connection with the acquisition or proposed acquisition by Bancorp or any Subsidiary, whether by merger, acquisition of stock or assets, or other reorganization transaction, of a business any employees of which have been granted stock options, the Committee is authorized to issue, in substitution of any such unexercised stock option, a new Option under this Plan which confers upon the Optionee substantially the same benefits as the old stock option. n. Tax Compliance. Bancorp, in its sole discretion, may take 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 grant or exercise of any Option or the disposition of any shares of Common Stock issued upon exercise of an Option, including, but not limited to (i) withholding from any Optionee exercising an Option a number of shares of Common Stock having a fair market value equal to the amount required to be withheld by Bancorp under applicable tax laws, and (ii) withholding from any form of compensation or other amount due an Optionee, or holder, of shares of Common Stock issued upon exercise of an Option any amount required to be withheld by Bancorp under applicable tax laws. Withholding or reporting will be considered required for purposes of this subparagraph if the Committee, in its sole discretion, so determines. o. Holding Period (1) Incentive Stock Options. With regard to shares of Common Stock issued pursuant to an Incentive Stock Option granted under the Plan, if the Optionee (or such other person who may exercise the Option pursuant to subparagraph 6(g) of this Plan) makes a disposition of such shares within two years from the Date of Grant of such Option, or within one year from the date of issuance of such shares to the Optionee upon the exercise of such Option, then the Optionee must notify the Company in writing of such disposition and must cooperate with the Company in any tax compliance relating to such disposition. (2) Section 16 Affiliates. With regard to shares of Common Stock issued pursuant to any Option granted under this Plan, if the Optionee is subject to Section 16 of the 1934 Act, such shares may not be sold or otherwise transferred by the Optionee until six months have elapsed from the date the Option was granted. p. Other Provisions. Option agreements executed under this Plan may contain such other provisions as the Committee will deem advisable. 7. TERM OF THE PLAN. This Plan will become effective and Options may be granted upon the Plan's approval by the Board, subject to shareholder approval. Unless sooner terminated as provided in subparagraph 7(a) of this Plan, this Plan will terminate on the tenth (10th) anniversary of its effective date. Options may be granted at any time after the effective date and prior to the date of termination of this Plan. a. Amendment or Early Termination of the Plan. The Board may terminate this Plan at any time. The Board may amend this Plan at any time and from time to time in such respects as the Board may deem advisable, except that shareholder approval shall be obtained for 7 8 any amendments whenever required under any applicable law, including but not limited to any increase in the number of shares of Common Stock subject to this Plan other than in connection with an adjustment under subparagraph 6(j) of this Plan. b. Effect of Amendment or Termination. No amendment or termination of this Plan will affect Options granted prior to such amendment or termination, and all such Options will remain in full force and effect notwithstanding such amendment or termination. Notwithstanding the foregoing, the Board may amend the Plan and Incentive Stock Options previously granted hereunder, to the extent permitted under the Code without causing a regrant of such Options, to comply with the requirements of "incentive stock options" within the scope and meaning of Section 422 of the Code, or any successor provision. 8. SHAREHOLDER APPROVAL. Adoption of this Plan will be subject to ratification by affirmative vote of shareholders owning at least a majority of the outstanding Common Stock of Bancorp at a duly convened meeting. If such shareholder approval is not obtained within twelve (12) months after the date of the Board's adoption of this Plan, then this Plan shall terminate subject to subparagraph 7(b) of the Plan except that any Incentive Stock Options previously granted under the Plan shall become Nonqualified Stock Options, and no further Options shall be granted under the Plan. * * * * * 8 9 CERTIFICATE OF ADOPTION I certify that the foregoing 1999 Stock Option Plan was approved by the Board of Directors of West Coast Bancorp on [date] _______________________. --------------------------- ________________, Secretary I certify that the foregoing 1999 Stock Option Plan was approved by the shareholders of West Coast Bancorp on [date] _______________________. --------------------------- ________________, Secretary 9 -----END PRIVACY-ENHANCED MESSAGE-----