<PAGE> 1
As Filed with the Securities and Exchange Commission on June 15, 1995
Registration No. 33-
================================================================================
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)
<TABLE>
<S> <C>
OREGON 93-0810577
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
</TABLE>
5335 S.W. MEADOWS ROAD, SUITE 201
LAKE OSWEGO, OREGON 97035
(Address of principal executive offices)
WEST COAST BANCORP DIRECTOR STOCK OPTION PLAN
WEST COAST BANCORP INCENTIVE STOCK OPTION PLAN
WEST COAST BANCORP NONQUALIFIED STOCK OPTION PLAN
(Full title of the plans)
Please send copies of all communications to:
<TABLE>
<S> <C>
CORA A. HALLAUER STEPHEN M. KLEIN, ESQ.
Senior Vice President and Secretary
West Coast Bancorp
c/o Commercial Bank Graham & Dunn
301 Church Street 1420 Fifth Avenue
P.O. Box 428 33rd Floor
Salem, Oregon 97308 Seattle, Washington 98101
(503) 399-2909 (206) 624-8300
</TABLE>
(Name, address including zip code, telephone number
including area code, of agent for service)
<PAGE> 2
Calculation of Registration Fee
<TABLE>
<CAPTION>
=============================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
=============================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
No par value 331,619 shares(2) $14.375 $4,767,023.10 $1,643.80
=============================================================================================================
</TABLE>
(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 (the "Securities Act"), the price
per share is estimated to be $14.375, based upon the average of the
high ($14.75) and low ($14.00) trading prices of the common stock, no
par value per share (the "Common Stock"), of West Coast Bancorp (the
"Registrant"), as reported on the Nasdaq National Market on June 13,
1995.
(2) Of this number, 200,000 shares are being registered for issuance under
the Director Stock Option Plan, 89,539 shares are options outstanding
pursuant to the Incentive Stock Option Plan and are being registered
for issuance thereunder, and 42,080 shares are options outstanding
pursuant to the Nonqualified Stock Option Plan and are being
registered for issuance thereunder (all three stock option plans being
referred to collectively, hereinafter, as the "Plans"); together with
an indeterminate number of additional shares which may be necessary to
adjust the number of shares reserved for issuance pursuant to the
Plans as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock.
===============================================================================
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (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 by the Registrant 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 Stock contained in the
Registrant's Prospectus/Proxy Statement dated January 27, 1995 (the
"Prospectus"), included in the Registrant's Registration Statement on Form S-4
(Registration No. 33-88656), including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities covered
hereby then remaining unsold, shall also be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Articles of Incorporation (the "Articles")
provide that the Registrant must indemnify each of its directors to the fullest
extent permitted under the Oregon Business Corporation Act (the "OBCA") against
all liabilities incurred by the director because the director is or was a
director of the Registrant, or is or was serving at the request of the
Registrant 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. To the fullest extent permitted by
OBCA, the Registrant's Restated Bylaws (the "Bylaws") also require the
indemnification of a director or officer and
3
<PAGE> 4
permit the indemnification of an employee or agent of the Registrant made or
threatened to be made a party to a proceeding because such person is or was a
director, officer, employee, or agent of the Registrant, including any
predecessor to the Registrant which ceased to exist in a merger or other
transaction, against all liabilities (including amounts paid in settlement)
incurred in the proceeding and against expenses with respect to the proceeding
(including attorney fees) if: (a) the conduct of the director, officer,
employee, or agent was in good faith; (b) the director, officer, employee, or
agent reasonably believed the conduct was in the best interest of the
corporation, or at least not opposed to its best interest; and (c) in the case
of a criminal proceeding, the director, officer, employee, or agent is likewise
entitled to indemnification, except that no indemnification shall be made,
unless deemed proper by the court in which the matter is pending, if: (i) the
act of omission of the director, officer, employee, or agent was not in good
faith, involved intentional misconduct or knowing violation of law; (ii) the
director, officer, employee, or agent received an improper personal benefit;
(iii) the director, officer, employee, or agent breached a duty of loyalty to
the Registrant; or (iv) the director or officer received a distribution that is
unlawful under Oregon law. Indemnification is made pursuant to these
provisions upon a finding that the indemnitee has met the applicable standard
of conduct, which finding must be made by a majority vote of the Board of
Directors, or, in certain circumstances, by a duly designated committee of the
Board of Directors, by special legal counsel, or by the shareholders of the
Registrant.
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
<PAGE> 5
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
*4.1 Restated Articles of Incorporation of the Registrant
*4.2 Restated Bylaws of the Registrant
5.1 Opinion of Counsel regarding legality of the Common Stock being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (see Signature Page and certified resolutions of the Registrant's board of directors)
99.1 West Coast Bancorp Director Stock Option Plan
99.2 Form of Director Stock Option Agreement
99.3 West Coast Bancorp Incentive Stock Option Plan
99.4 Form of Incentive Stock Option Agreement
99.5 West Coast Bancorp Nonqualified Stock Option Plan
99.6 Form of Nonqualified Stock Option Agreement
</TABLE>
_______________________________
* Incorporated by reference to Annexes 2 and 3, respectively, to
Appendix 1 of the Prospectus.
5
<PAGE> 6
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;
(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) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 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 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
6
<PAGE> 7
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.
7
<PAGE> 8
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 Salem, State of Oregon, on the 25th day of May,
1995.
WEST COAST BANCORP
By: /s/ Cora A. Hallauer
-----------------------------------
Cora A. Hallauer
Senior Vice President and Secretary
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Victor L. Bartruff, Rodney B. Tibbatts, Cora A. Hallauer and
Donald A. Kalkofen, and each of them, with full power of substitution and full
power to act without the other, as his true and lawful attorney-in-fact and
agent to act in his 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 Power of
Attorney has been signed by the following persons in the capacities indicated,
on the 25th day of May, 1995.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Victor L. Bartruff Co-President and Co-Chief Executive Officer
- ------------------------------ and Director (Co-Principal Executive Officer)
Victor L. Bartruff
/s/ Rodney B. Tibbatts Co-President and Co-Chief Executive Officer
- ------------------------------ and Director (Co-Principal Executive Officer)
Rodney B. Tibbatts
/s/ Donald A. Kalkofen Treasurer and Chief Financial Officer
- ------------------------------ (Principal Financial and Accounting Officer)
Donald A. Kalkofen
/s/ Lester D. Green Chairman of the Board
- ------------------------------
Lester D. Green
</TABLE>
8
<PAGE> 9
<TABLE>
<S> <C>
/s/ Gary D. Putnam Vice Chairman of the Board
- ------------------------------
Gary D. Putnam
/s/ Lloyd D. Ankeny Director
- ------------------------------
Lloyd D. Ankeny
/s/ Iral D. Barrett Director
- ------------------------------
Iral D. Barrett
/s/ Phillip G. Bateman Director
- ------------------------------
Phillip G. Bateman
/s/ Chester C. Clark Director
- ------------------------------
Chester C. Clark
/s/ Stanley M. Green Director
- ------------------------------
Stanley M. Green
/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/ Robert D. Morrison Director
- ------------------------------
Robert D. Morrison
/s/ J. F. Ouderkirk Director
- ------------------------------
J. F. Ouderkirk
</TABLE>
9
<PAGE> 10
SECRETARY'S CERTIFICATE
1. I hereby certify that I am the Secretary of West Coast
Bancorp, Inc., an Oregon corporation ("Bancorp"), and that I have been duly
appointed and am presently serving in that capacity in accordance with the
Bylaws of said Bancorp.
2. I further certify that attached as Exhibit A is a full, true
and correct copy of resolutions adopted by the Board of Directors of Bancorp on
the 25th day of May, 1995.
I further certify that said resolutions are still in full force and
effect and have not been revoked or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary of
the Corporation, this 13th day of June, 1995.
/s/ Cora A. Hallauer
-----------------------------------
Cora A. Hallauer
Secretary, West Coast Bancorp, Inc.
<PAGE> 11
RESOLUTION
OF THE BOARD OF DIRECTORS
OF
WEST COAST BANCORP
RECITALS
--------
The Transition Compensation Committee (the "Committee"), and the Board
of Directors (the "Board") of West Coast Bancorp ("Bancorp") have reviewed and
discussed a draft of a proposed Director Stock Option Plan (the "Plan").
The Committee, with the advice and input of Bancorp's independent
compensation consultants, The Wyatt Company, recommend that the Board adopt the
Plan and related grant schedule.
The Board believes it is appropriate and in the best interests of
Bancorp and its shareholders to adopt the Plan and to present the Plan to
shareholders for their approval at the 1995 Annual Meeting.
RESOLUTIONS
-----------
RESOLVED, that the proposed Plan and related grant schedule,
substantially in the form presented and with such changes discussed at this
meeting, is hereby adopted, subject to shareholders approval of the Plan at
Bancorp's 1995 Annual Meeting of Shareholders; and be it further
RESOLVED, that, subject to adjustments for stock dividends, splits,
etc., as provided in the Plan, 200,000 shares of Bancorp's common stock are
authorized for issuance under the Plan; and be it further
RESOLVED, that the proper officers of Bancorp, with the assistance of
counsel, are hereby authorized to prepare and file with the Securities and
Exchange Commission and any applicable state securities authorities,
registration statements and/or notices, and any necessary amendments thereto,
to register the shares of Bancorp's Common Stock which may be issued under the
Plan; and be it further
RESOLVED, that the proper officers of Bancorp are authorized and
directed to do or cause to be done any and all such further acts and things,
pay such filing fees, and execute and deliver any and all such further
documents and papers (including appropriate stock option agreements) as, with
the advice of counsel, they deem necessary and appropriate to carry out the
full intent and purpose of the foregoing resolutions and to comply with all
applicable provisions of law; and be it futher
RESOLVED, that for purposes of these resolutions, the proper officers
of Bancorp are Victor L. Bartruff, Rodney B. Tibbatts, Donald A. Kalkofen, and
Cora Hallauer, with full power to act alone.
- ---------------------------------- -----------------------------------
Date Cora Hallauer, Secretary
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
*4.1 Restated Articles of Incorporation of the Registrant
*4.2 Restated Bylaws of the Registrant
5.1 Opinion of Counsel regarding legality of the Common Stock being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (see Signature Page and certified resolutions of the Registrant's board of directors)
99.1 West Coast Bancorp Director Stock Option Plan
99.2 Form of Director Stock Option Agreement
99.3 West Coast Bancorp Incentive Stock Option Plan
99.4 Form of Incentive Stock Option Agreement
99.5 West Coast Bancorp Nonqualified Stock Option Plan
99.6 Form of Nonqualified Stock Option Agreement
</TABLE>
_______________________________
* Incorporated by reference to Annexes 2 and 3, respectively, to
Appendix 1 of the Prospectus.
<PAGE> 1
EXHIBIT 5.1
FOUNTAIN
RHOADES
________________________
Professional Corporation
________________________
June 12, 1995
Board of Directors
West Coast Bancorp
5335 S.W. Meadows Road, Suite 201
Lake Oswego, Oregon 97035
Re: West Coast Bancorp Director Stock Option Plan Incentive Stock
Option Plan; Non-Qualified Stock Option Plan -- Legal Opinion
Concerning the Validity of Securities Offered
Ladies and Gentlemen:
We have acted as Oregon counsel to you in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
331,619 shares of common stock, no par value per share (the "Shares"),
200,000 of which are to be issued pursuant to the West Coast Bancorp Director
Stock Option Plan, 89,539 of which are options outstanding pursuant to an
Incentive Stock Option Plan and to be issued thereunder, and 42,080 of which
are options outstanding pursuant to a Non-Qualified Stock Option Plan and to be
issued hereunder (all three stock option plans hereinafter referred to,
collectively, as the "Plans"). A Registration Statement on Form S-8 (the
"Registration Statement") is being filed under the Act with respect to the
offering of the Shares.
In connection with the offering of the Shares, we have examined and
rely on only the following, having undertaken no further investigation:
(i) the West Coast Bancorp Non-Qualified Stock Option Plan, with
an effective date of July 18, 1985, and originally covering
100,000 shares of common stock;
(ii) the West Coast Bancorp Incentive Stock Option Plan, with an
effective date of July 18, 1985, and originally covering
100,000 shares of common stock;
(iii) the West Coast Bancorp Director Stock option Plan adopted by
the shareholders of West Coast Bancorp on May 12, 1995, and
covering 200,000 shares of common stock;
1100 Commonwealth Building 421 S.W. Sixth Avenue Portland, Oregon 97204
Telephone 503-223-6113 Facsimile 503-274-7718 Voice mail 503-294-6092
<PAGE> 2
Board of Director
June 12, 1995
Page 2
(iv) the West Coast Bancorp Form 10-Q filed with the
Securities and Exchange Commission on May 12, 1995, reflecting that
4,365,171 shares of the common stock of West Coast Bancorp were
outstanding on April 30, 1995;
(v) the Restated Articles of Incorporation of West Coast
Bancorp as set out in the February 1, 1995 Notice of Special Meeting of
Shareholders of Commercial Bancorp pertaining to a proposed plan of
merger with West Coast Bancorp and authorizing 15,000,000 shares of
common stock;
(vi) the Minutes of the West Coast Bancorp Board of Directors
Meeting of July 18, 1985, approving items (i) and (ii) above;
(vii) the Minutes of the Special Meeting of West Coast Bancorp
of August 15, 1985, approving items (i) and (ii) above;
(viii) the Resolutions of the Board of Directors of West Coast
Bancorp of March 28, 1995, approving item (iii) above;
(ix) the Minutes of the Annual Meeting of West Coast Bancorp
of May 12, 1995, approving item (iii) above;
(x) The Certificate of the Secretary of West Coast Bancorp
dated June 12, 1995, to the effect that the foregoing meetings were
duly called and held, that the Plans were duly adopted therein and
thereat, that the same have not been materially restricted or modified,
or terminated, and that the number of outstanding shares of the common
stock of West Coast Bancorp has not changed material to this opinion.
Our opinion assumes that: (a) the Shares to be issued will be validly
authorized on the date of issuance, with full consideration paid at or before
issuance; (b) the pertinent provisions of such "blue sky" and securities laws
as may be applicable have been complied with; (c) the pertinent provisions of
such state and federal tax and banking laws and regulations as may be
applicable have been complied with; (d) the Shares are issued in accordance
with the terms of each of the respective Plans; and (e) there has been no
material change in the number of outstanding shares of the common stock of West
Coast Bancorp from that disclosed in item (iv) above.
Based and relying solely upon the foregoing, we advise you that, in our
opinion, the Shares, or any portion thereof, to the extent such Shares
represent original issuances by the Company, when issued and
<PAGE> 3
Board of Directors
June 12, 1995
Page 3
paid for pursuant to the Plans after the Registration Statement has become
effective under the Act will be validly issued, fully paid, and nonassessable.
In rendering our opinions set forth herein, we have examined only the
corporate laws of the State of Oregon. We assume other counsel have been
consulted with respect to all other state and federal statutes, laws and
regulations that may bear on the Plans and issuance of Shares thereunder, and
express no opinion thereon.
We hereby 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 Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ FOUNTAIN RHOADES P.C.
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in the Form S-8 registration statement of West Coast Bancorp
pertaining to the West Coast Bancorp Director Stock Option Plan of our reports
dated January 30, 1995 incorporated by reference in West Coast Bancorp's Form
10-K for the year ended December 31, 1994 and to all references to our firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Portland, Oregon,
June 13, 1995
<PAGE> 1
EXHIBIT 99.1
WEST COAST BANCORP
DIRECTOR STOCK OPTION PLAN
1. PURPOSE OF THE PLAN. The purpose of this Plan is to provide
additional incentives to directors of West Coast Bancorp (and its subsidiaries)
("Bancorp"), thereby helping to attract and retain the best available personnel
for positions as directors of those corporations and otherwise promoting the
success of the business activities of such corporations. It is intended that
Options issued pursuant to this Plan shall constitute nonqualified stock
options.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "Board" shall mean the Board of Directors of West Coast
Bancorp.
(b) "Common Stock" shall mean Bancorp's no par value common
stock.
(c) "Committee" shall mean the Board or the Committee
appointed by the Board in accordance with Section 4(a) of the Plan.
(d) "Continuous Status as a Director" shall mean the absence
of any interruption or termination of service as a Director.
(e) "Director" shall mean any person serving as a member of
the Board of Bancorp or its subsidiaries.
(f) "Bancorp" shall mean West Coast Bancorp, an Oregon
corporation.
(g) "Option" shall mean a stock option granted pursuant to
the Plan, which shall constitute a Nonqualified Stock Option.
(h) "Optioned Stock" shall mean the Common Stock subject to
an Option.
(i) "Optionee" shall mean a Director who receives an Option.
(j) "Plan" shall mean this Director Stock Option Plan.
(k) "Subsidiary" shall mean any bank or other corporation of
which not less than 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 pursuant to the Plan
<PAGE> 2
shall be 200,000 shares of the Common Stock of Bancorp (subject to
adjustment as provided in subparagraph 6(i) of the 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 the 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 shall again become available for other Options.
4. ADMINISTRATION OF THE PLAN.
(a) THE COMMITTEE. The Plan shall be administered by the
Board 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. All
references in the Plan to the "Committee" shall refer to such separate
Committee, if any is established, or if none is then in existence,
shall refer to the Board as a whole. Once appointed, any such
Committee shall 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 thereof, remove members (with
or without cause), appoint new members in substitution therefor, and
fill vacancies however caused. The Committee shall select one of its
members as chairman, and shall hold meetings at such times and places
as the chairman or a majority of the Committee may determine.
Members of the Committee who are either eligible for Options
or who have been granted Options shall be counted for all purposes in
determining the existence of a quorum at any meetings of the Committee
and shall be eligible to vote on all matters before the Committee
respecting the granting of Options or administration of the Plan.
At least annually, the Committee shall present a written
report to the Board indicating the Directors to whom Options have been
granted since the date of the last such report, and in each case the
date or dates of Options granted, the number of shares optioned, and
the Option price per share.
At all times, the Board shall have the power to remove all
members of the Committee and thereafter to directly administer the
Plan as a Committee of the whole.
(b) POWERS OF THE COMMITTEE. Subject to all provisions and
limitations of the Plan and consistent with any requirements of Rule
16b-3 of the Securities and Exchange Commission, the Committee shall
have the authority and discretion:
(1) to determine the Directors to whom Options are
to be granted, the times of grant, and the number of shares to
be represented by each Option;
<PAGE> 3
(2) to determine the Option price for the shares of
Common Stock to be issued pursuant to each Option, subject to
the provisions of subparagraph 6(b) of the Plan;
(3) to determine all other terms and conditions of
each Option granted under the Plan (including specifying the
dates upon which Options become exercisable), which need not
be identical;
(4) to modify or amend the terms of any Option
previously granted, subject to the provisions of subparagraphs
6(l) and 6(m) of the Plan;
(5) to interpret the Plan;
(6) 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
effectuate the grant of Options by the Committee;
(7) to make all other determinations and take all
other actions which the Committee deems necessary or
appropriate to administer the Plan in accordance with its
terms and conditions.
All actions of the Committee shall be either by (i) 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 thereof.
All decisions, determinations and interpretations of the Committee
shall be final and binding upon 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 shall be liable for any action or determination made
in good faith with respect to the Plan or any Option.
5. ELIGIBILITY. Options may be granted only to Directors.
Granting of Options pursuant to the Plan shall be pursuant to Appendix
A referenced below and attached to the Plan, and shall further be entirely
dependent upon the requirements and continuation of the Plan, and the adoption
of this Plan shall not confer upon any Director any right to receive any Option
or Options pursuant to the Plan unless and until said Options are granted
pursuant to the Plan. Neither the adoption of the Plan nor the granting of any
Options pursuant to the Plan shall confer upon any Director or Optionee any
right with respect to continuation of status as a Director, nor shall the same
interfere in any way with his right or with the right of the shareholders of
Bancorp or any Subsidiary to terminate his status as a Director at any time.
6. TERMS AND CONDITIONS OF OPTIONS. All Options granted pursuant to
the Plan must be documented in written agreements in
<PAGE> 4
such form as the Committee shall approve, which agreements shall comply with
and be subject to all of the following terms and conditions:
(a) NUMBER OF SHARES. Each Option agreement shall state the
number of shares subject to Option. The number of Options to be
granted to eligible Directors is set forth in Appendix A to this Plan
and is incorporated by this reference.
(b) OPTION PRICE AND CONSIDERATION. The Option price for the
shares of Common Stock to be issued pursuant to the Option shall be
the greater of net book value or fair market value, as is determined
by the Committee.
The Option 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, or other property.
(c) TERM OF OPTION. Subject to other applicable provisions
of the Plan including but not limited to Section 6(e) herein, the term
of each Option shall be as set forth in A.
(d) MANNER OF EXERCISE; RIGHTS AS SHAREHOLDER. An Option
shall 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.
(e) DEATH OF OPTIONEE. In the event of the death of an
Optionee who at the time of his death was a Director and who had been
in Continuous Status as an Director since the date of grant of the
Option, the Option shall terminate on 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 should occur during the 90-day period immediately
following the Optionee's death, such Option shall terminate at the end
of such 90-day period. The Option shall be exercisable at any time
prior to such termination 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.
(f) DISABILITY OF OPTIONEE. If an Optionee's status as a
Director is terminated at any time during the Option period by reason
of a disability (within the meaning of Section 22(e)(3) of the
Internal Revenue Code) and if said Optionee had been in Continuous
Status as a Director at all times between the date of grant of the
Option and the termination of his status as a Director, his Option
shall terminate on the earlier of (i) one year after the date of
termination of his status as a Director, or (ii) the expiration date
otherwise provided in his Option agreement.
<PAGE> 5
(g) TERMINATION OF STATUS AS A DIRECTOR.
(1) If an Optionee's status as a Director is
terminated at any time after the grant of his Option for any
reason other than death or disability, as provided in
subparagraphs (e) and (f) above, and excepting if the Director
is removed for cause, as provided in (2) below, his Option
shall terminate on the earlier of (i) the same day of the
third month after the date of termination of his status as a
Director, or (ii) the expiration date otherwise provided in
his Option agreement.
(2) If an Optionee is removed as a Director for
cause at any time after the grant of his Option, then his
Option shall terminate on the date of termination of his
status as an Director. For this purpose, cause shall be
deemed to exist only if the Board has reasonable grounds to
believe that Bancorp has suffered or will suffer substantial
injury as a result of the gross negligence or dishonesty of
the Director whose removal is proposed.
(h) NON-TRANSFERABILITY OF OPTIONS. No Option granted
pursuant to the Plan 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.
(i) 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 price per share of Common Stock specified in each outstanding
Option, shall 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 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
shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.
Except as otherwise expressly provided in this subparagraph
6(i), no Optionee shall 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. Except as otherwise
expressly provided in this subparagraph 6(i), any issue by Bancorp of
shares of stock of any class, or securities convertible into shares of
stock of any class, shall not affect the number of shares or price of
Common Stock subject to any Options, and no adjustments in Options
shall be made by reason thereof. The grant of an
<PAGE> 6
Option pursuant to the Plan shall not affect in any way the right or
power of Bancorp to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure.
(j) DATE OF GRANT OF OPTION. The date of grant of an Option
shall, for all purposes, be the date set forth in A. Said date of
grant shall be specified in the Option agreement.
(k) CONDITIONS UPON ISSUANCE OF SHARES. Shares of Common
Stock shall not be issued with respect to an Option granted under the
Plan unless the exercise of such Option and the issuance and delivery
of such shares pursuant thereto shall 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) MERGER, SALE OF ASSETS, ETC. In the event of the merger
or reorganization of Bancorp with or into any other corporation, or in
the event of a proposed sale of substantially all of the assets of
Bancorp, or in the event of a proposed dissolution or liquidation of
Bancorp (collectively, "sale transaction"): (1) 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; and (2) the Committee may, in the exercise
of its sole discretion, terminate all outstanding Options as of a date
fixed by the Committee. In such event, however, the Committee shall
notify each Optionee of such action in writing not less than sixty
(60) days prior to the termination date fixed by the Committee, and
each Optionee shall have the right to exercise his Option prior to
said termination date.
(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 directors 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 option.
(n) TAX COMPLIANCE. Bancorp, 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 grant or exercise of any
Option or the disposition of any
<PAGE> 7
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 Bank 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 Bank under
applicable tax laws. Withholding or reporting shall be considered
required for purposes of this subparagraph if any tax deduction or
other favorable tax treatment available to Bank is conditioned upon
such reporting or withholding.
(o) OTHER PROVISIONS. Option agreements executed pursuant
to the Plan may contain such other provisions as the Committee shall
deem advisable.
7. TERM OF THE PLAN. The Plan shall become effective on the date of
shareholder approval of the Plan as provided in paragraph 9 of the Plan.
Unless sooner terminated as provided in subparagraph 8(a) of the Plan, the Plan
shall terminate on the TENTH ANNIVERSARY of its effective date. Options may be
granted at any time after the effective date and prior to the date of
termination of the Plan.
8. AMENDMENT OR EARLY TERMINATION OF THE PLAN.
(a) AMENDMENT OR EARLY TERMINATION. The Board may terminate
the Plan at any time. The Board may amend the Plan at any time and
from time to time in such respects as the Board may deem advisable,
except that, without approval of the shareholders, no such revision or
amendment shall increase the number of shares of Common Stock
subject to the Plan other than in connection with an adjustment under
subparagraph 6(i) of the Plan.
(b) EFFECT OF AMENDMENT OR TERMINATION. No amendment or
termination of the Plan shall affect Options granted prior to such
amendment or termination, and all such Options shall remain in full
force and effect notwithstanding such amendment or termination.
9. SHAREHOLDER APPROVAL. Effectiveness of the Plan shall be subject
to approval of the Plan by affirmative vote of the shareholders of Bancorp at
a duly convened meeting.
CERTIFICATE OF ADOPTION
I certify that the foregoing Director Stock Option Plan was approved
by the Board of Directors of West Coast Bancorp on March 28, 1995, and by its
shareholders on May 12, 1995.
____________________________
Secretary
<PAGE> 8
APPENDIX A
WEST COAST BANCORP
DIRECTOR STOCK OPTION PLAN
OPTION SCHEDULE
<TABLE>
<CAPTION>
OPTION SCHEDULE
--------------------
ANNUAL
INITIAL OPTION
BOARD POSITION AWARD AWARD
----- -------- ------- ------
<S> <C> <C> <C>
WCB Exec. Committee Chair 2,800 1,400
Board Chair 2,800 1,400
Committee Chair 2,800 1,400
Director 2,800 1,400
CB Board Chair 1,400 700
Committee Chair 1,400 700
Director 1,400 700
BN Board Chair 1,260 630
Committee Chair 1,260 630
Director 1,260 630
VB Board Chair 560 280
Committee Chair 560 280
Director 560 280
</TABLE>
FIVE-YEAR TOTAL STOCK OPTIONS: 148,260 SHARES
WCB = West Coast Bancorp
CB = The Commercial Bank
BN = The Bank of Newport
VB = Valley Commercial Bank
<PAGE> 1
EXHIBIT 99.2
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into by and between West Coast Bancorp
("Bancorp") and _________________________ ("Director"). The parties hereto do
hereby agree as follows:
Pursuant to Bancorp's Director Stock Option Plan as presently in
effect (the "Plan"), Bancorp hereby grants to Director an irrevocable
nonqualified stock option to purchase ______ shares of the common stock, no par
value per share, of Bancorp ("Common Stock") at an option price of $14.25 per
share, payable in cash or, if approved by Bancorp's board of directors, in
Common Stock, services or other property.
The date of grant of this option is May 12, 1995. This option shall
terminate on May 12, 2005, unless sooner terminated by reason of death,
disability or other termination of status as a director, as provided in the
Plan.
This option shall be exercisable, in whole or in part (but not for any
fractional shares), at any time and from time to time between the date of grant
and the date of termination of this option. Exercise must be by actual
delivery to Bancorp of a written notice of exercise signed by Director
specifying the number of shares and option price and accompanied by payment of
the full amount of the option price.
In the event of the merger or reorganization of Bancorp with or into
any other corporation, or in the event of a proposed dissolution, liquidation
or sale of substantially all of the assets of Bancorp (collectively, "sale
transaction"), any outstanding options that are not then fully exercisable will
become exercisable on the closing date of such sale transaction or any earlier
date that the Plan administrator determines, and the Plan administrator, by at
least 60 days' prior written notice, may terminate all outstanding options.
Any option not exercised prior to such termination date will terminate.
All of the terms and conditions of the Plan are hereby incorporated by
this reference as a part of this Director Stock Option Agreement as if said
terms and conditions had been included in this instrument.
EXECUTED this ____ day of _______________, 1995.
DIRECTOR: COMPANY:
__________________________ WEST COAST BANCORP
(Name)
__________________________ By: ____________________________
(Signature) Title: _________________________
<PAGE> 2
ACCEPTANCE AND ACKNOWLEDGMENT
I, a resident of the State of __________________, accept the
nonqualified stock option described above and in West Coast Bancorp's Director
Stock Option Plan (the "Plan"), and acknowledge receipt of a copy each of this
Agreement, the Plan and the Plan Summary. I have read and understand the Plan.
Dated: ________________
______________________________ ______________________________
Taxpayer I.D. Number (Optionee Name)
By his or her signature below, the spouse of the Optionee, if such
Optionee is legally married as of the date of his or her execution of this
Agreement, acknowledges that he or she has read this Agreement and the Plan and
is familiar with the terms and provisions thereof, and agrees to be bound by
all the terms and conditions of this Agreement and the Plan.
Dated: ________________
______________________________
Spouse's Signature
______________________________
Printed Name
By his or her signature below, the Optionee represents that he or she
is not legally married as of the date of execution of this Agreement.
Dated: ________________
______________________________
Optionee's Signature
<PAGE> 3
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
To: West Coast Bancorp ("Bancorp")
I, a resident of the State of _______________, hereby exercise my
stock option granted by Bancorp on May 12, 1995, subject to all the terms and
provisions thereof and of Bancorp's Director Stock Option Plan referred to
therein, and notify Bancorp of my desire to purchase _________ shares of the
common stock, no par value per share, of Bancorp ("Common Stock") at the
exercise price of $14.25 per share which were offered to me pursuant to said
option.
I hereby represent and warrant that (1) I have been furnished with a
copy of the Plan, the Plan Summary and all information which I deem necessary
to evaluate the merits and risks of the purchase of the Common Stock; and (2) I
have been given the opportunity to obtain any additional information I deem
necessary to verify the accuracy of any information obtained concerning the
Common Stock and Bancorp.
Dated: ________________
______________________________ ______________________________
Taxpayer I.D. Number Optionee Name
Address_______________________
______________________________
______________________________
<PAGE> 4
RECEIPT
_________________________ hereby acknowledges receipt from
____________________ ("Optionee") in payment for __________ shares of common
stock, no par value ("Common Stock"), of West Coast Bancorp, an Oregon
corporation ("Bancorp"), of $ _________ in the form of:
[ ] Cash
[ ] Check (personal, cashier's or bank certified)
[ ] _______ shares of Bancorp's Common Stock, fair market
value $_____ per share held by the Optionee for a
period of at least six months
[ ] Copy of irrevocable instructions to Broker
Date: ________________ ______________________________
For: West Coast Bancorp
<PAGE> 1
EXHIBIT 99.3
WEST COAST BANCORP
INCENTIVE STOCK OPTION PLAN
1. PURPOSE: The purpose of this Incentive Stock Option Plan
(hereinafter sometimes referred to as the "PLAN") is to strengthen WEST COAST
BANCORP, an Oregon state banking corporation (hereinafter sometimes referred to
as the "CORPORATION") and any corporations which are, or may hereafter become
parent or subsidiary corporations of the CORPORATION, by providing to
participating employees (hereinafter sometimes referred to as "Optionees") as
an incentive for high levels of performance and for unusual efforts to increase
the earnings of the CORPORATION and its parent or subsidiary corporations. The
PLAN seeks to accomplish these purposes and results by providing a means
whereby such Optionees may purchase shares of common stock of the CORPORATION
pursuant to options granted under the PLAN.
2. ADMINISTRATION: This PLAN shall be administered by a Stock
Option Committee consisting of those persons, not eligible under this PLAN
pursuant to paragraph 3 herein, who from time to time shall be selected by the
Board of Directors of the CORPORATION. Any action of the Stock Option
Committee with respect to administration of the PLAN shall be taken pursuant to
a majority vote or by the unanimous written consent of its members.
PAGE 1--INCENTIVE STOCK OPTION PLAN
<PAGE> 2
Subject to the express provisions of the PLAN, the Stock Option
Committee shall have the authority to construe and interpret the PLAN, and to
prescribe, amend and rescind rules and regulations relating to administration
of the PLAN, to determine the duration and purposes of leaves of absence which
may be granted to participants without constituting a termination of their
employment for purposes of the PLAN, and to make all other determinations
necessary or advisable for administration of the PLAN. Determinations of the
Stock Option Committee on matters referred to in this section shall be final
and conclusive.
3. PARTICIPATION: All salaried officers and employees of the
CORPORATION and its parent or subsidiary corporations shall be eligible for
selection to participate in the PLAN. Notwithstanding any other provisions of
the PLAN to the contrary, no director nor officer of the CORPORATION or a
parent or subsidiary corporation who is not an employee of the CORPORATION or a
parent or subsidiary corporation may be granted options under the PLAN.
Subject to the express provisions and limitations of the PLAN, the Stock Option
Committee shall select from the eligible class and make recommendations to the
Board of Directors concerning the individuals to whom options shall be granted,
the terms and provisions of the respective Incentive Stock Option Agreements
(which need not be identical), the times at which such
PAGE 2--INCENTIVE STOCK OPTION PLAN
<PAGE> 3
options shall be granted, and the number of shares subject to each option.
The Board of Directors of the CORPORATION shall determine the
individuals who shall receive options and the terms and provisions of the
options, and shall direct the officers of the CORPORATION to grant such options
to such individuals. An individual who has been granted an option, or
otherwise eligible and subject to the limitations contained in the PLAN, may be
granted additional options if the Board of Directors of the CORPORATION shall
so determine.
Any options granted under this PLAN shall be granted within ten (10)
years from the date of adoption of this PLAN by the Board of Directors, said
adoption date being earlier than the date upon which such PLAN obtained
shareholder approval.
4. AGGREGATE AMOUNT OF STOCK: The aggregate amount of stock
which may be purchased pursuant to options granted under this PLAN shall be One
Hundred Thousand (100,000) shares of the CORPORATION's common stock.
5. ANNUAL LIMITATION: The amount of aggregate fair market value
of the stock (determined at the time of the grant of the option) for which any
Optionee may be granted options hereunder in any calendar year shall not exceed
the sum of (i) $100,000 plus (ii) a carry-over amount for any year after 1980,
but prior to the calendar year under consideration, which is determined as
one-half of the amount
PAGE 3--INCENTIVE STOCK OPTION PLAN
<PAGE> 4
by which $100,000 exceeds the aggregate fair market value (at the time the
option is granted) of the stock for which an employee was granted employee
stock option in any calendar year after 1980 (under all incentive stock option
plans of the Corporations and its parent and subsidiary corporation), but
carried over for not more than three (3) years. For this purpose, options
granted in any year shall be deemed to first use up the $100,000 current year
limitation, and then the carry-over amount from the earliest available year.
6. OPTION PERIOD: Each option, and all rights or obligations
thereunder, shall expire by its terms on such date as the Board of Directors of
the CORPORATION may determine; provided, however, that in no event shall any
option granted to a person owning more than ten percent (10%) of the voting
power of all classes of the CORPORATION's stock immediately prior to the grant
of such option be exercisable by its terms after the expiration of five (5)
years from the date of the grant thereof; and provided, further, that in no
event shall any other option granted hereunder be exercisable by its terms
after the expiration of ten (10) years from the date of the grant thereof.
7. EXERCISE OF OPTIONS: Each option shall be exercisable in such
installments, which need not be equal, and upon such conditions as the Board of
Directors of the CORPORATION shall determine. No option or installment thereof
shall be
PAGE 4--INCENTIVE STOCK OPTION PLAN
<PAGE> 5
exercisable except in respect of whole shares, and fractional share interests
shall be disregarded except that they may be accumulated. In any given
installment period, if an Optionee does not purchase all the shares which he is
entitled to purchase in such installment period or a fractional share interest
remains, the Optionee's right to purchase the remaining shares or fractional
shares continue until expiration of the final installment period permitted
pursuant to such option. Not less than Ten (10) shares may be purchased at one
time unless the number purchased is the total number which may be purchased
under the option.
Each option shall provide, by its terms, that such option is not
exercisable while there is outstanding, as hereinafter defined, any incentive
stock option which was granted, before the granting of such option, to such
individual to purchase stock in the CORPORATION or in a corporation which (at
the time of the granting of such option) is a parent or subsidiary corporation
of the CORPORATION, or in a predecessor corporation of any of such
corporations. An incentive stock option shall be treated as outstanding until
such option is exercised in full or expires by reason of lapse of time.
8. PURCHASE PRICE OF STOCK: The purchase price of a share of
stock subject to any option granted hereunder shall be determined by the Board
of Directors of the CORPORATION at the time of grant of such option; provided,
however, that
PAGE 5--INCENTIVE STOCK OPTION PLAN
<PAGE> 6
in all events the purchase price for the share of the stock subject to any
option granted hereunder shall be at least equal to the greatest of the
following: the fair market value of the stock on the date of grant of the
option, the par value of the CORPORATION'S common stock at the time the
employee became eligible under the Plan, or 90% of the book value of the
CORPORATION at the time when the employee became eligible under the Plan. The
fair market value shall be determined in good faith at the time of grant of
such option by decision of the Board of Directions of the CORPORATION and
provided, further that in the case of an option granted to an Optionee owning
more than ten percent (10%) of the voting power of all classes of the
CORPORATION's stock immediately prior to the grant of such option, the purchase
price per share of the stock subject to option shall be not less than one
hundred ten percent (110%) of the fair market value of the stock on the date of
grant of the option, determined in good faith as aforesaid. Fair market value
is defined for purposes of this Agreement as the value of the stock determined
without regard to any restriction other than restrictions which, by their
terms, will never lapse.
9. TERMINATION OF EMPLOYMENT RELATIONSHIP:
(a) Upon termination of the employment relationship
between any Optionee and the CORPORATION or a parent or
PAGE 6--INCENTIVE STOCK OPTION PLAN
<PAGE> 7
subsidiary thereof employing such Optionee, should Optionee be terminated by
employer for reasons other than cause, death or permanent and total disability,
the terminated or retired Optionee shall retain the right to exercise any then
unexercised portion of the options which have accrued, provided that such
terminated or retired Optionee exercises such right within sixty (60) days of
termination or retirement. If such terminated or retired Optionee does not
exercise such accrued options, if any, within a period of sixty (60) days
following such termination, such options shall be null and void.
(b) In the event that the employment relationship as set
forth above shall be terminated for cause or that the Optionee shall terminate
said relationship then any accrued portions of the options which have not been
exercised on the date of cessation of employment shall be null and void on such
date of cessation or such other date as the Board of Directors deems
appropriate if after the date of cessation of employment. Termination for
cause shall include termination for malfeasance or gross misfeasance in the
performance of duties or conviction of illegal activity in connection therewith
or any conduct detrimental to the interests of the CORPORATION or a subsidiary
or a parent corporation, and in any event, the determination of the Board of
Directors of the two shall be final and conclusive.
PAGE 7--INCENTIVE STOCK OPTION PLAN
<PAGE> 8
(c) In the event that the employment relationship between
any Optionee and the CORPORATION or a parent or a subsidiary thereof employing
such Optionee should be terminated by reason of the Optionee's permanent and
total disability, the disabled Optionee shall retain the right to exercise any
then unexercised portion of the options which have been accrued, provided that
such disabled Optionee exercises such right within twelve (12) months of
termination. If such disabled Optionee does not exercise such accrued options,
if any, within a period of twelve (12) months following such termination, such
options shall be, null and void.
(d) In the event of the death of an Optionee, any accrued
but unexercised options shall be exercisable by the intestate successor or
devisee thereof for the period ending twelve (12) months after the date of
termination of employment of the deceased Optionee. Thereafter any such
options shall be null and void.
10. REPURCHASE OF SHARES:
In the event that the employment relationship between the CORPORATION
or a parent or subsidiary thereof, and any Optionee who was at any time granted
an option pursuant to this PLAN shall terminate for any reason, any shares of
stock acquired by the terminated Optionee by or through the exercise of any
such option which the terminated
PAGE 8--INCENTIVE STOCK OPTION PLAN
<PAGE> 9
Optionee at any time desires to transfer to any person, shall first be offered
to the CORPORATION. The terminated Optionee shall deliver written notice of
intention to transfer shares to the CORPORATION, which notice shall state the
number of shares to be transferred and the purchase price therefor. Upon
receipt of such written notice, the CORPORATION shall have the exclusive right
to purchase those shares described in such notice for a period of thirty (30)
days following the CORPORATION's receipt of such notice. Such right shall be
exercisable by tender by the CORPORATION to the terminated Optionee of cash in
the amount of the then fair market value of one such share (but not less than
price per share of the most recent sale of record) multiplied by the number of
shares to be transferred.
After the expiration of such thirty (30) day period, in the event that
the CORPORATION shall not have exercised the foregoing right, the terminated
Optionee shall have the right to transfer the shares specified in such notice
to any person.
11. TERMINATION: Unless previously terminated by the Board of
Directors of the CORPORATION, the PLAN shall terminate ten (10) years from July
18, 1985, the effective date of this PLAN, and no options shall be granted
under it thereafter, but such termination shall not affect any option
theretofore granted.
PAGE 9--INCENTIVE STOCK OPTION PLAN
<PAGE> 10
12. NONTRANSFERABILITY OF OPTIONS: The terms of any option
granted under this PLAN shall include a provision making such option
nontransferable by the Optionee, except upon death by will or intestate
succession, and exercisable during the Optionee's lifetime only by the
Optionee.
13. OPTION AGREEMENT: Each option shall be evidenced by a written
Incentive Stock Option Agreement executed by the CORPORATION and the Optionee
and shall contain each of the provisions and agreements herein specifically
required to be contained therein, and such other terms and conditions as are
deemed desirable and are not inconsistent with the PLAN.
14. STOCKHOLDER APPROVAL; EFFECTIVE DATE: At the next regular
meeting of the stockholders of the CORPORATION, which has been scheduled and
will occur within the period of twelve (12) months following July 18, 1985,
being the date of adoption of this PLAN by the CORPORATION's Board of
Directors, this PLAN will be presented for consideration and approval by the
stockholders. The effective date of this Plan is July 18, 1985.
15. AMENDMENT AND TERMINATION BY BOARD OF DIRECTORS: The Board of
Directors of the CORPORATION may at any time suspend, amend or terminate the
PLAN and may, with the consent of the Optionee, make such modification of the
terms and conditions of his option as it shall deem advisable;
PAGE 10--INCENTIVE STOCK OPTION PLAN
<PAGE> 11
provided that any amendment or modification which would: (a) increase the
aggregate maximum number of shares which may be purchased pursuant to options
granted under the PLAN; (b) change the minimum option price; (c) increase the
maximum term of options provided for herein; or (d) permit options to be
granted to anyone other than a salaried employee of the CORPORATION or parent
or subsidiary corporation, shall be subject to approval thereof by shareholders
of the CORPORATION holding not less than a majority of the voting power of the
CORPORATION voting in person or by proxy at a duly held stockholders' meeting.
16. STOCK RESERVE: The CORPORATION shall at all times during the
term of this PLAN reserve and keep available such number of shares of its
common stock as will be sufficient to satisfy the requirements of this PLAN,
and shall pay all fees and expenses necessarily incurred by the CORPORATION in
connection with the exercise of options granted hereunder.
17. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE;
NOTICE OF SALE: No Optionee shall be entitled to the privileges of stock
ownership as to any shares of stock not actually issued and delivered to him.
No shares shall be purchased upon the exercise of any option unless and until
any then applicable requirements of any regulatory agencies having jurisdiction
and of any exchanges upon which stock of the CORPORATION may be listed shall
have been fully
PAGE 11--INCENTIVE STOCK OPTION PLAN
<PAGE> 12
complied with. The CORPORATION will diligently endeavor to comply with all
applicable securities laws before any options are granted under the PLAN and
before any stock is issued pursuant to options.
Except as otherwise provided herein to the contrary, the Optionee
shall give the CORPORATION notice of any sale or other disposition of any such
shares not less than thirty (30) days before such sale or other disposition.
18. DISCLOSURE OF FINANCIAL INFORMATION: Not more than thirty
(30) days prior to Optionee's exercise of options, accrued and vested pursuant
to the terms and conditions of this PLAN and upon written request by Optionee,
the CORPORATION shall provide to such Optionee the most recent financial
statement of the CORPORATION which has been provided or made available to the
shareholders of the CORPORATION.
19. RECLASSIFICATION, CONSOLIDATION OR MERGER: If and to the
extent that the number of issued shares of common stock of the CORPORATION
shall be increased or reduced by change in par value, split up,
reclassification, distribution or a dividend payable in stock or the like, the
number of shares subject to option and the option price per share shall be
proportionately adjusted. If the CORPORATION is reorganized or consolidated or
merged with another corporation, any and all Optionees shall be entitled to
PAGE 12--INCENTIVE STOCK OPTION PLAN
<PAGE> 13
receive options covering shares of such reorganized, consolidated or merged
company in the same proportion, at an equivalent price, and subject to the same
conditions. In the event of a merger in which the CORPORATION is not the
resulting bank, as that term is defined in ORS Section 711.005(5), the
resulting bank shall assume the outstanding options of the CORPORATION. For
purposes of the preceding sentences, the excess of the aggregate fair market
value of the shares subject to the option immediately after the reorganization,
consolidation or merger over the aggregate option price of such shares shall
not be more than the excess of the aggregate fair market value of all shares
subject to the option immediately before such reorganization, consolidation or
merger over the aggregate option price of such shares, and the new option or
assumption of the old option shall not give any Optionee additional benefits
which such Optionee did not have under the old option or deprive such Optionee
of benefits which such Optionee had under the old option.
20. CONTINUATION OF EMPLOYMENT: Nothing contained in the PLAN or
in the Incentive Stock Option Agreement shall obligate the CORPORATION or any
of its subsidiary or parent corporations to employ any Optionee for any period
or interfere in any way with the right of the CORPORATION or its subsidiary or
parent corporation to reduce the Optionee's compensation.
PAGE 13--INCENTIVE STOCK OPTION PLAN
<PAGE> 14
21. OTHER TERMS: Any option granted hereunder shall contain such
other and additional terms, not inconsistent with the terms of this PLAN, which
are deemed necessary or desirable by the Board of Directors of the CORPORATION
or by the legal counsel to the CORPORATION and such other terms shall include
those which, together with the terms of this PLAN, shall constitute such option
as an "Incentive Stock Option" within the meaning of Section 422A of the
Internal Revenue Code of 1954, as amended.
22. EXCULPATION AND INDEMNIFICATION: To the extent permitted by
applicable law in effect from time to time, no member of the Board of Directors
of the CORPORATION or Stock Option Committee shall be liable for any action or
omission of any other member of the Board of Directors of the CORPORATION or
Stock Option Committee nor for any act or omission on his own part, excepting
only his own willful misconduct or gross negligence. The CORPORATION and its
subsidiary or parent corporations shall pay expenses incurred by, and satisfy a
judgment or fine rendered or levied against a present or former director or
member of the Stock Option Committee in an action brought by a third party
against such person (whether or not the CORPORATION is joined as a party
defendant) to impose a liability or penalty on such person for an act alleged
to have been committed by such person while a director or member of the Stock
Option Committee
PAGE 14--INCENTIVE STOCK OPTION PLAN
<PAGE> 15
arising with respect to the PLAN or administration thereof or out of the
membership on the Stock Option Committee or by the CORPORATION, or all or any
combination of the preceding; provided, the Board of Directors of the
CORPORATION determines in good faith, that such director or member was acting
in good faith, within the reasonably believed to be scope of his employment or
authority and for a purpose which he reasonably believed to be in the best
interests of the CORPORATION or its shareholders. Payments authorized
hereunder include amounts paid and expenses incurred in settling any such
action or threatened action. This option does not apply to any action
instituted or maintained in the right of the CORPORATION by a shareholder or
holder of a voting trust certificate representing shares of the CORPORATION or
any subsidiary corporation thereof. Tile provisions of this section shall
apply to the estate, executor, administrator, heirs, legatees or devisees of a
director or member of the Stock Option Committee, and the term "person" as used
in this section shall include the estate, executor, administrator, heirs,
legatees or devisees of such person.
WEST COAST BANCORP,
an Oregon state banking corporation
BY: /s/ M. VERNON
--------------------------------
President
BY: /s/ ESTHER L. WELCH
--------------------------------
Secretary
PAGE 15--INCENTIVE STOCK OPTION PLAN
<PAGE> 1
EXHIBIT 99.4
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT dated as of 1~, is entered into
by and between WEST COAST BANCORP, an Oregon corporation (the "Corporation"),
and 2~ ("Optionee").
WHEREAS, Optionee is a valued and trusted employee of the
Corporation's subsidiary, The Bank of Newport (the "Bank"), and Corporation
considers it desirable and in its best interest that Optionee be given an
inducement to acquire a further proprietary interest in the Corporation, and an
added incentive to advance the interest of the Corporation, by possessing
options to purchase common shares of the Corporation, in accordance with the
Incentive Stock Option Plan (the "Plan") adopted by the Directors of the
Corporation on August 15, 1985.
NOW, THEREFORE, in consideration of the foregoing premises, it is
agreed by and between the parties as follows:
1. Grant of Options. Effective 1~ (the "Grant Date"), the
Corporation granted Optionee the right, privilege and option to purchase a
total of 3~ shares of its common stock at the option price of $4~ per share
(the "Options"), exercisable as set forth in paragraph 3 below.
2. Incentive Stock Options. The Options are incentive stock
options and are granted pursuant to and subject to all of the provisions of the
Plan applicable to incentive stock options, which provisions are by reference
made a part hereof to the same extent as if set forth in their entirety herein,
and to such other terms and conditions as are hereinafter stated, all
determinations necessary or appropriate to the grant hereof having been made.
3. Rights to Exercise of Options. The rights to exercise the
Options shall accrue, arise and be non-forfeitable at the rate of two percent
(2%) of the shares per month beginning 5~, and ending on the earlier of (a) the
6~ forty-ninth (49th) month thereafter, or (b) the date Optionee's employment
with the Bank is terminated. However, all Options will become exercisable
immediately, notwithstanding the foregoing, if: (i) the Optionee's employment
with the Bank is terminated by reason of Optionee's Permanent and Total
Disability (as defined in paragraph 10); (ii) the Optionee dies; or (iii) the
Optionee's employment is terminated with the Bank upon a Change of Control (as
defined in paragraph 10). Each of the foregoing rights to exercise the Options
shall be cumulative and exercisable at any time after such right accrues, in
the manner and subject to the conditions hereinafter provided.
4. Method of Exercise. The Options shall be exercised by written
notice directed to the Stock Option Committee of the Corporation, at the
Corporation's principal place of business, accompanied by check payable to the
Corporation in an amount equal to the product of the option price per share and
the number of shares with respect to which such Option is being exercised. The
Corporation shall make delivery of such shares within thirty (30) business days
of receipt of such notice and payment therefor, provided that if any law or
regulation requires the Corporation to take any action with respect to the
shares specified in
INCENTIVE STOCK OPTION PLAN
<PAGE> 2
such notice before the issuance thereof, then the date of delivery of such
shares shall be extended for the period reasonably necessary to take such
action.
5. Expiration of Options. The options shall expire upon the
first to occur of the following dates:
(a) Upon the date of termination of the employment
relationship between the Bank and Optionee if such employment relationship is
terminated by the Bank for cause as that term is defined pursuant to the Plan,
or is terminated by the Optionee for reasons other than retirement.
(b) The expiration of sixty (60) days from the date of
termination of the employment relationship between the Bank and Optionee if
such employment relationship is terminated by the Bank for any reason other
than for cause, as that term is defined pursuant to the Plan, or if such
employment relationship is terminated by Optionee because of retirement;
(c) The expiration of twelve (12) months after the date
on which Optionee's employment by the Bank is terminated, if such termination
be by reason of permanent and total disability;
(d) The expiration of twelve (12) months after the date
of Optionee's death while in the employ of the Bank.
(e) The expiration of ten (10) years from the Grant Date.
6. Adjustments to Reflect Changes in Capital Structure. If and
to the extent that the number of shares of common stock of the Corporation
shall be increased or reduced by change in par value, split up,
reclassification, distribution of a dividend payable in stock, or any other
change which would dilute the number and kind of shares under the Options, then
the number of shares subject to the Options and the option price per share
shall be proportionately adjusted. If the Corporation is reorganized,
consolidated or merged with another corporation, Optionee shall be entitled to
receive Options covering shares of such reorganized, consolidated or merged
company in the same proportion, at an equivalent price, and subject to the same
conditions. For purposes of the preceding sentence, the excess of the
aggregate fair market value of the shares subject to the Options immediately
after the reorganization, consolidation or merger over the aggregate option
price for such shares shall not be more than the excess of the aggregate fair
market value of all shares subject to the Options immediately before such
reorganization, consolidation or merger over the aggregate Option price of such
shares, and the new Options or assumption of the old Options shall not give
Optionee additional benefits which he did not have under the old Options or
deprive Optionee of benefits which he had under the old Options.
7. Non-Transferability of Options. The Options are
non-transferable by Optionee, except in the event of his death by will or
intestate succession, in which case the Options are exercisable by the
Optionee's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, and legatees; and during Optionee's
lifetime, the Options are exercisable only by Optionee.
INCENTIVE STOCK OPTION PLAN
<PAGE> 3
Optionee shall have no rights as a stockholder with respect to the shares to
which the Options relate until payment of the Option price and delivery to
Optionee of such shares as herein provided.
8. Restrictions on Dispositions. All shares acquired by the
Optionee pursuant to this Incentive Stock Option Agreement shall be subject to
the restrictions on sale, encumbrance and other disposition contained in the
Plan.
The Options are not exercisable while there are outstanding, as
hereinafter defined, any incentive stock options which were granted, before the
granting of the Options, to Optionee to purchase stock in the Corporation or in
a corporation which (at the time of the granting of such options) was a parent
or subsidiary corporation of the Corporation, or in a predecessor corporation
of any of such corporations. Any such incentive stock options shall be treated
as outstanding until such options are exercised in full or expire by reason of
lapse of time.
In the event that the employment relationship between the Bank, or a
parent or subsidiary thereof, and the Optionee shall terminate for any reasons,
any shares of stock acquired by the terminated Optionee by or through the
exercise of the Options which the terminated Optionee at any time desires to
transfer to any person, shall first be offered to the Corporation. The
terminated Optionee shall deliver written notice of intention to transfer such
shares to the Corporation, which notice shall state the number of shares to be
transferred and the purchase price therefor. Upon receipt of such written
notice, the Corporation shall have the exclusive right to purchase those shares
described in such notice for a period of thirty (30) days following the
Corporation's receipt of such notice. Such right shall be exercisable by
tender by the Corporation to the terminated Optionee of cash in the amount of
the then fair market value of one such share (but not less than the price per
share of the most recent sale of record) multiplied by the number of shares to
be transferred.
After the expiration of such thirty (30)-day period, in the event that
the Corporation shall not have exercised the foregoing right, the terminated
Optionee shall have the right to transfer the shares specified in such notice
to any person.
9. Binding Effect. This Incentive Stock Option Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
10. Definitions. For purposes of this Incentive Stock Option
Agreement, the following definitions shall apply:
(a) The term "Permanent and Total Disability" shall mean
a condition of mind or body that prevents Optionee from continuing to perform
the executive officer duties previously performed for the Bank. The existence
of Permanent and Total Disability shall be determined as follows:
INCENTIVE STOCK OPTION PLAN
<PAGE> 4
(1) The Directors shall make an initial
determination and may have the Optionee examined by and rely upon the opinion
of a physician selected by the Directors at the Corporation's expense for this
purpose. If the Optionee claims Permanent and Total Disability and the
Directors disagree, then the provisions in (2) shall apply.
(2) In the event of disagreement, each party
shall select a physician at the party's expense, and the two physicians shall
select a third to serve at the expense of the Corporation. The three
physicians shall proceed as promptly as possible to determine whether Permanent
and Total Disability exists. The agreement of any two of the three physicians
will control and will be binding upon all parties. In making their
determination, all of the physicians shall have access to all relevant medical
records and information, and the Optionee shall submit to examination by any of
the physicians who so request.
(b) The term "Change of Control" means (A) a
consolidation, merger or exchange of shares whereby either the Corporation or
The Bank of Newport is not a surviving entity; (b) any sale of substantially
all of the assets of either the Corporation or The Bank of Newport; (c) a sale
of more than fifty percent (50%) of the shares holding voting power of any
class of voting securities of either the corporation or The Bank of Newport; or
(d) the Corporation or The Bank of Newport is in bankruptcy, conservatorship or
receivership.
IN WITNESS WHEREOF, the parties hereto have caused this Incentive
Stock Option Agreement to be executed as of the date and year first above
written.
WEST COAST BANCORP, an Oregon
corporation ("Corporation")
<TABLE>
<S> <C>
_________________________ By:________________________________
2~ VICTOR L. BARTRUFF, President
</TABLE>
By:________________________________
JANE A. MCKERN, Secretary
INCENTIVE STOCK OPTION PLAN
<PAGE> 1
EXHIBIT 99.5
WEST COAST BANCORP
NON-QUALIFIED STOCK OPTION PLAN
1. PURPOSE: The purpose of this Nonqualified Stock Option Plan
(hereinafter sometimes referred to as the "PLAN") is to strengthen WEST COAST
BANCORP, an Oregon state banking corporation (hereinafter sometimes referred to
as the "CORPORATION") and any corporations which are, or may hereafter become
parent or subsidiary corporations of the CORPORATION, by providing to
participating directors, officers and other key management employees or
independent contractors (hereinafter sometimes referred to as "Optionees") as
an incentive for high levels of performance and for unusual efforts to increase
the earnings of the CORPORATION and its subsidiary corporations: The PLAN seeks
to accomplish these purposes and results by providing a means whereby such
Optionees may purchase shares of common stock of the CORPORATION pursuant to
options granted under the PLAN.
2. ADMINISTRATION: This PLAN shall be administered by a Stock
Option Committee consisting of those persons, not eligible under this PLAN
pursuant to paragraph 3 herein, who from time to time shall be selected by the
Board of Directors of the CORPORATION. Any action of the Stock Option
Committee with respect to administration of the PLAN shall
PAGE 1--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 2
be taken pursuant to a majority vote or by the unanimous written consent of its
members.
Subject to the express provisions of the PLAN, the Stock Option
Committee shall have the authority to construe and interpret the PLAN, and to
prescribe, amend and rescind rules and regulations relating to administration
of the PLAN, to determine the duration and purposes of leaves of absence which
may be granted to participants without constituting a termination of their
employment or contract for purposes of the PLAN, and to make all other
determinations necessary or advisable for administration of the PLAN.
Determinations of the Stock Option Committee on matters referred to in this
section shall be final and conclusive.
3. PARTICIPATION: All directors who are not also employees or
officers of the CORPORATION or its parent or subsidiary corporations shall be
eligible for selection to participate in the PLAN. Subject to the express
provisions and limitations of the PLAN, the Stock Option Committee shall select
from the eligible class and make recommendations to the Board of Directors
concerning the individuals to whom options shall be granted, the terms and
provisions of the respective Non-qualified Stock Option Agreements (which need
not be identical), the times at which such options shall be granted, and the
number of shares subject to each option.
PAGE 2--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 3
The Board of Directors of the Corporation shall determine the
individuals who shall receive options and the terms and provisions of the
options, and shall direct the officers of the CORPORATION to grant such options
to such individuals. An individual who has been granted an option, if
otherwise eligible and subject to the limitations contained in the PLAN, may be
granted additional options if the Board of Directors of the CORPORATION shall
so determine.
Any options granted under this PLAN shall be granted within ten (10)
years from the date of adoption of this PLAN by the Board of Directors.
4. AGGREGATE AMOUNT OF STOCK: The aggregate amount of stock
which may be purchased pursuant to options granted under this PLAN shall be
100,000 (___________) shares of the CORPORATION's common stock.
5. OPTION PERIOD: Each option, and all rights or obligations
hereunder, shall expire by its terms on such date as the Board of Directors of
the CORPORATION may determine, but not later than ten (10) years from the date
of grant, and shall be subject to earlier termination as provided elsewhere in
the PLAN.
6. EXERCISE OF OPTIONS: Each option shall be exercisable in such
installments, which need not be equal, and upon such conditions as the Board of
Directors of the CORPORATION shall determine. No option or installment thereof
shall be exercisable except in respect of whole shares, and
PAGE 3--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 4
fractional share interests shall be disregarded except that they may be
accumulated. In any given installment period, if any Optionee does not
purchase all the shares which he is entitled to purchase in such installment
period or a fractional share interest remains, the Optionee's right to purchase
the remaining shares or fractional shares continue until expiration of the
final installment period permitted pursuant to such option. No less than ten
(10) shares may be purchased at one time unless the number purchased is the
total number which may be purchased under the option.
7. PURCHASE PRICE OF STOCK: The purchase price for a share of
stock subject to any option granted hereunder shall be determined by the Board
of Directors of the CORPORATION at the time of grant of such option; provided,
however, that in all events the purchase price for the share of the stock
subject to any option granted hereunder shall be at least equal to the greatest
of the following: the fair market value of the stock on the date of grant of
the option, the par value of the CORPORATION'S common stock at the time the
employee became eligible under the Plan, or 90% of the book value of the
CORPORATION at the time when the employee became eligible under the Plan. The
fair market value shall be determined in good faith at the time of grant of
such option by decision of the Board of Directors of the CORPORATION. Fair
market value is defined for purposes of this Agreement as the value of the
stock determined without regard to any
PAGE 4--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 5
restrictions other than restrictions which, by their terms, will never lapse.
8. TERMINATION OF RELATIONSHIP:
(a) In the event that the relationship between any
Optionee and the CORPORATION or a parent or subsidiary thereof, should be
terminated by CORPORATION for reasons other than cause, death or permanent and
total disability, the terminated or retired Optionee shall retain the right to
exercise any then unexercised portion of the options which have accrued,
provided that such terminated or retired Optionee exercises such right within
sixty (60) days of termination or retirement. If such terminated or retired
Optionee does not exercise such accrued options, if any, within a period of
sixty (60) days following such termination, such options shall be null and
void.
(b) In the event that the relationship between any
Optionee and the CORPORATION or a parent or subsidiary thereof should be
terminated for cause or that the Optionee shall terminate said relationship
then any accrued portions of the options which have not been exercised on the
date of cessation of the relationship shall be null and void on such date of
cessation or such other date as the Board of Directors deems appropriate if
after the date of cessation of the relationship. Termination for cause shall
include termination for malfeasance or gross misfeasance in the
PAGE 5--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 6
performance of duties or conviction of illegal activity in connection therewith
or any conduct detrimental to the interests of the CORPORATION or a subsidiary
or a parent corporation, and in any event, the determination of the Board of
Directors of the two shall be final and conclusive.
(c) In the event that the relationship between any
Optionee and the CORPORATION or a parent or a subsidiary thereof should be
terminated by reason of the Optionee's permanent and total disability, the
disabled Optionee shall retain the right to exercise any then unexercised
portion of the options which have been accrued, provided that such disabled
Optionee exercises such right within twelve (12) months of termination. If
such disabled Optionee does not exercise such accrued options, if any, within a
period of twelve (12) months following such termination, such options shall be
null and void.
(d) In the event of the death of Optionee (or the sole
shareholder of such Optionee if such Optionee is a corporation), while in the
service of the CORPORATION or any parent or subsidiary thereof, any accrued but
unexercised options shall be exercisable by the intestate successor or devisee
thereof for the period ending twelve (12) months after the date of death of the
deceased Optionee. Thereafter any such options shall be null and void.
9. REPURCHASE OF SHARES:
In the event that the relationship between any
PAGE 6--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 7
Optionee and the CORPORATION or a parent or a subsidiary thereof, and any
Optionee who was at any time granted an option pursuant to this PLAN shall
terminate for any reason, any shares of stock acquired by the terminated
Optionee by or through the exercise of any such option which the terminated
Optionee at any time desires to transfer, to any person shall first be offered
to the CORPORATION. The terminated Optionee shall deliver written notice of
intention to transfer shares to the CORPORATION, which notice shall state the
number of shares to be transferred and the purchase pride therefor. Upon
receipt of such written notice, the CORPORATION shall have the exclusive right
to purchase those shares described in such notice for a period of thirty (30)
days following the CORPORATION's receipt of such notice. Such right shall be
exercisable by tender by the CORPORATION to the terminated Optionee of cash in
the amount of the then fair market value of one such share (but not less than
price per share of the most recent sale of record) multiplied by the number of
shares to be transferred.
After the expiration of such thirty (30) day period, in the event that
the CORPORATION shall not have exercised the foregoing right, the terminated
Optionee shall have the right to transfer the shares specified in such notice
to any person.
PAGE 7--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 8
10. TERMINATION: Unless previously terminated by the Board of
Directors of the CORPORATION, the PLAN shall terminate ten (10) years from July
18, 1985, the effective date of this PLAN, and no options shall be granted
under it thereafter, but such termination shall not affect any option
theretofore granted.
11. NONTRANSFERABILITY OF OPTIONS: The terms of any option
granted under this PLAN shall include a provision making such option
nontransferable by the Optionee, except upon death (or upon the complete
liquidation of the Optionee following the death of such Optionee's sole
shareholder if such Optionee is a corporation) by will or intestate succession,
and exercisable during the individual Optionee's lifetime only by the
individual Optionee.
12. OPTION AGREEMENT: Each option shall be evidenced by a written
Nonqualified Stock Option Agreement executed by the CORPORATION and the
Optionee and shall contain each of the provisions and agreements herein
specifically required to be contained therein, and such other terms and
conditions as are deemed desirable and are not inconsistent with the PLAN.
13. STOCKHOLDER APPROVAL; EFFECTIVE DATE: At the next regular
meeting of the stockholders of the CORPORATION, this PLAN will be presented for
consideration and approval by the stockholders. The effective date of this
PLAN is July 18,
PAGE 8--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 9
1985, that being the date of approval of this PLAN by the Board of Directors of
the CORPORATION.
14. AMENDMENT AND TERMINATION BY BOARD OF DIRECTORS: The Board of
Directors of the CORPORATION may at any time suspend, amend or terminate the
PLAN and may, with the consent of an Optionee, make such modification of the
terms and conditions of his option as it shall deem advisable; provided that
any amendment or modification which would: (a) increase the aggregate maximum
number of shares which may be purchased pursuant to options granted under the
PLAN; (b) change the minimum option price; (c) increase the maximum term of
options provided for herein; or (d) permit options to be granted to anyone
other than a director, who is not also an employee or officer of the
CORPORATION or parent or subsidiary corporation, shall be subject to approval
thereof by shareholders of the CORPORATION holding not less than a majority of
the voting power of the CORPORATION voting in person or by proxy at a duly held
stockholders' meeting.
15. STOCK RESERVE: The CORPORATION shall at all times during the
term of this PLAN reserve and keep available such number of shares of its
common stock as will be sufficient to satisfy the requirements of this PLAN,
and shall pay all fees and expenses necessarily incurred by the CORPORATION in
connection with the exercise of options granted hereunder.
PAGE 9--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 10
16. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE;
NOTICE OF SALE: No Optionee shall be entitled to the privileges of stock
ownership as to any shares of stock not actually issued and delivered to him.
No shares shall be purchased upon the exercise of any option unless and until
any then applicable requirements of any regulatory agencies having jurisdiction
and of any exchanges upon which stock of the CORPORATION may be listed shall
have been fully complied with. The CORPORATION will diligently endeavor to
comply with all applicable securities laws before any options are granted
under the PLAN and before any stock is issued pursuant to options.
Except as otherwise provided herein to the contrary, the Optionee
shall give the CORPORATION notice of any sale or other disposition of any such
shares not less than thirty (30) days before such sale or other disposition.
17. DISCLOSURE OF FINANCIAL INFORMATION: Not more than thirty
(30) days prior to Optionee's exercise of options, accrued and vested pursuant
to the terms and conditions of this PLAN and upon written request by Optionee,
the CORPORATION shall provide to such Optionee the most recent financial
statement of the CORPORATION which has been provided or made available to the
shareholders of the CORPORATION.
18. RECLASSIFICATION, CONSOLIDATION OR MERGER: If and to the
extent that the number of issued shares of common
PAGE 10--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 11
stock of the CORPORATION shall be increased or reduced by change in par value,
split up, reclassification, distribution of a dividend payable in stock or the
like, the number of shares subject to option and the option price per share
shall be proportionately adjusted. If the CORPORATION is reorganized or
consolidated or merged with another corporation, any and all Optionees shall be
entitled to receive options covering shares of such reorganized, consolidated
or merged company in the same proportion at an equivalent price, and subject to
the same conditions. In the event of a merger in which the CORPORATION is not
the resulting bank, as that term defined in ORS Section 711.005(5), the
resulting bank shall assume the outstanding options of the CORPORATION. For
purposes of the preceding sentences, the excess of the aggregate fair market
value of the shares subject to the option immediately after the reorganization,
consolidation or merger over the aggregate option price of such shares shall
not be more than the excess of the aggregate fair market value of all shares
subject to the option immediately before such reorganization, consolidation or
merger over the aggregate option price of such shares, and the new option or
assumption of the old option shall not give any Optionee additional benefits
which such Optionee did not have under the old option or deprive such Optionee
of benefits which such Optionee had under the old option.
PAGE 11--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 12
19. CONTINUATION OF RELATIONSHIP: Nothing contained in the PLAN
or in the Non-Qualified Stock Option Agreement shall obligate the CORPORATION
or any of its subsidiary or parent corporations to continue its present
relationship with any Optionee for any period or interfere in any way with the
right of the CORPORATION or its subsidiary or parent corporation to reduce the
Optionee's compensation.
20. OTHER TERMS: Any option granted hereunder shall contain such
other and additional terms, not inconsistent with the terms of this PLAN, which
are deemed necessary or desirable by the Board of Directors of the CORPORATION
or by legal counsel to the CORPORATION.
21. EXCULPATION AND INDEMNIFICATION: To the extent permitted by
applicable law in effect from time to time, no member of the Board of Directors
of the CORPORATION or Stock Option Committee shall be liable for any action or
omission of any other member of the Board of Directors of the CORPORATION or
Stock Option Committee nor for any act or omission on his own part, excepting
only his own willful misconduct or gross negligence. The CORPORATION and its
subsidiary or parent corporations shall pay expenses incurred by, and satisfy a
judgment or fine rendered or levied against a present or former director or
member of the Stock Option Committee in an action brought by a third party
against such person (whether or not the CORPORATION is joined as a party
PAGE 12--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 13
defendant) to impose a liability or penalty on such person for an act alleged
to have been committed by such person while a director or member of the Stock
Option Committee, arising with respect to the PLAN or administration thereof or
out of the membership on the Stock Option Committee or by the CORPORATION, or
all or any combination of the preceding; provided, the Board of Directors of
the CORPORATION determines in good faith that such director or member was
acting in good faith, within what he reasonably believed to be the scope of his
employment or authority and for a purpose which he reasonably believed to be in
the best interests-of the CORPORATION or its shareholders. Payments authorized
hereunder include amounts paid and expenses incurred in settling any such
action or threatened action. This section does not apply to any action
instituted or maintained in the right of the CORPORATION by a shareholder or
holder of a voting trust certificate representing shares of the CORPORATION or
any subsidiary corporation thereof. The provisions of this section shall apply
to the estate, executor, administrator, heirs, legatees or devisees of such
person.
WEST COAST BANCORP,
an Oregon state banking corporation
BY: _______________________________
BY: _______________________________
PAGE 13--NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 1
EXHIBIT 99.6
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made 1~ between WEST COAST BANCORP, an Oregon state
banking corporation ("Corporation"), and 2~ ("Optionee").
Whereas, Optionee is a valued and trusted director of the Corporation
and the Corporation considers it desirable and in its best interests that
Optionee be given an inducement to acquire a further proprietary interest in
the Corporation, and an added incentive to advance the interests of the
Corporation, by possessing an option to purchase common shares of the
Corporation, in accordance with the Non-qualified Stock Option Plan (the "Plan")
adopted by the Directors of the Corporation on July 18, 1985, and approved by
the stockholders of the Corporation on August 15, 1985. This agreement is
subject to the approval of the stockholders of the Corporation which approval
must be obtained within twelve (12) months from the date of adoption by the
Corporation to be effective.
Now, therefore, in consideration of the foregoing premises, it is
agreed by and between the parties as follows:
1. Grant of Option: The Corporation hereby grants to Optionee the
right, privilege, and option to purchase 3~ shares of its common stock at the
purchase price of 4~ Dollars ($5~) per share; provided, however, that with
respect to such total shares, no rights shall accrue on the date hereof.
Rights can only be exercised over a five (5) year period as hereinafter
defined. The first rights to exercise this option and purchase twenty percent
(20%) of such shares only shall accrue, arise, and be non-forfeitable one (1)
year after the grant of said option. Additional rights to exercise this option
shall accrue, arise, and be non-forfeitable at the rate of twenty percent (20%)
of the shares on the completion of each successive one (1) year period
thereafter until Optionee has accrued the right to exercise this option and
purchase all shares pursuant to this Non-Qualified Stock Option Agreement. Each
of the foregoing rights to exercise this option and purchase the above-
mentioned shares shall be cumulative and exercisable at any time after such
right accrues, in the manner and subject to the conditions hereinafter
provided.
2. Time of Exercise of Option: The aforesaid option may be
exercised at any time after such right to exercise accrues as described in
Paragraph 1 above, and from time to time, in whole or in part, until the
termination thereof as provided in Paragraph 4 below.
3. Method of Exercise: The option shall be exercised by written
notice directed to the Stock Option Committee of the Corporation, at the
Corporation's principal place of business, accompanied by payment in cash or
property to the Corporation in an amount equal to the product of the option
price per share and the number of shares with respect to which such option is
being exercised. The Corporation shall make delivery of such shares within
thirty (30) business days of receipt of such notice and payment therefor, then
the date of delivery of such shares shall be extended for the period reasonably
necessary to take such action.
NON-QUALIFIED STOCK OPTION AGREEMENT
<PAGE> 2
4. Termination: Except as herein otherwise stated, the option to
the extent rights with respect to which have accrued but have not heretofore
been exercised shall terminate upon the first to occur of the following dates:
(a) Upon the date of termination of the relationship
between the Corporation and Optionee if such relationship is terminated by the
Corporation for cause or by Optionee, as that term is defined pursuant to the
Plan;
(b) The expiration of sixty (60) days from the date of
termination of the relationship between the Corporation and Optionee if such
relationship is terminated by the Corporation for any reason other than for
cause, as that term is defined pursuant to the Plan or if such relationship is
terminated by Optionee because of retirement;
(c) The expiration of twelve (12) months after the date
on which Optionee's relationship with the Corporation is terminated, if such
termination be by reason of Optionee's permanent and total disability;
(d) In the event of Optionee's death while in the service
of the Corporation, Optionee's executors or assigned administrators may
exercise, within twelve (12) months following the date of death, the option as
to any of the above-mentioned shares with respect to which rights to exercise
have accrued but such rights were not theretofore exercised during Optionee's
lifetime;
(e) The expiration of ten (10) years.
5. Reclassification, Consolidation or Merger: If and to the
extent that the number of issued shares of common stock of the Corporation
shall be increased or reduced by change in par value, split up,
reclassification, distribution of a dividend payable in stock or the like, the
number of shares subject to option and the option price per share shall be
proportionately adjusted. If the Corporation is reorganized or consolidated or
merged with another corporation, Optionee shall be entitled to receive options
covering shares of such reorganized, consolidated or merged company in the same
proportion, at an equivalent price, and subject to the same conditions. For
purposes of the preceding sentence, the excess of the aggregate fair market
value of the shares subject to the option immediately after the reorganization,
consolidation or merger over the aggregate option price of such shares shall
not be more than the excess of the aggregate fair market value of all shares
subject to the option immediately before such reorganization, consolidation or
merger over the aggregate option price of such shares, and the new option or
assumption of the old option shall not give Optionee additional benefits which
he did not have under the old option or deprive Optionee of benefits which he
had under the old option.
6. Nontransferability: This option is non-transferable by
Optionee, except in the event of his death in which case this option is
exercisable only in accordance with Paragraph 4(d) above, and during Optionee's
lifetime this option is exercisable only by Optionee. Optionee shall have no
rights as a stockholder with respect to the shares to which this option relates
until payment of the option price and delivery to Optionee of such shares as
herein provided. No option exercised pursuant to this agreement shall be
transferred within two years after the date the option is granted, nor within
one year from the date the option is exercised.
NON-QUALIFIED STOCK OPTION AGREEMENT
<PAGE> 3
7. Restrictions and Disposition. All shares acquired by Optionee
pursuant to this Non-Qualified Stock Option Agreement shall be subject to the
restrictions on sale, encumbrance and other disposition contained in the plan.
8. Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date and year first above written.
WEST COAST BANCORP, an
Oregon state banking corporation
BY:________________________________
President
BY:________________________________
Secretary
________________________________
"Optionee"
NON-QUALIFIED STOCK OPTION AGREEMENT
