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