EMPLOYMENT AGREEMENT FOR ROBERT D. SZNEWAJS

SECTION 1

THE PARTIES

1

SECTION 2

TERM

1

SECTION 3

POSITION

1

SECTION 4

DUTIES

1

SECTION 5

TIME COMMITMENT; OUTSIDE ACTIVITIES

2

SECTION 6

COMPENSATION

2

SECTION 7

GROUNDS FOR TERMINATION OF EMPLOYMENT

4

SECTION 8

PAYMENTS UPON TERMINATION

7

SECTION 9

SEVERANCE BENEFITS

7

SECTION 10

TERMINATION UPON CHANGE IN CONTROL

11

SECTION 11

EFFECT OF TERMINATION ON OTHER POSITIONS

12

SECTION 12

NO MITIGATION OR OFFSET

12

SECTION 13

CONFIDENTIALITY

12

SECTION 14

ASSISTANCE WITH CLAIMS

13

SECTION 15

GENERAL PROVISIONS

14

SIGNATURES

16

1.

THE PARTIES. This Employment Agreement (the “Agreement”) is made by and among:

(a)

WEST COAST BANCORP (“Bancorp”) and WEST COAST BANK (the ”Bank”), (collectively the “Company”); and

(b)

ROBERT D. SZNEWAJS (the “Executive”).

2.

TERM. The Company employs the Executive for a three-year term beginning effective as of January 1, 2008, and expiring on December 31, 2010, subject to earlier termination under the terms and conditions of this Agreement.

3.

POSITION .

(a)

CEO and President. The Executive’s title will be Chief Executive Officer and President of Bancorp. At the discretion of the Board of Directors of Bancorp, the Executive shall also be the Chief Executive Officer and/or President of the Bank.

(b)

Directorship. Subject to shareholder approval as required, the Executive will serve as a director of:

(1)

Bancorp and the Bank; and

(2)

Such of their subsidiaries and affiliated companies as the Company may designate from time to time.

4 .

DUTIES . The Executive shall:

(a)

Use his best efforts to faithfully and efficiently perform—

(1)

Those duties that are specified for the Executive’s position in the Company’s bylaws and other governing documents; and

(2)

Any additional duties consistent with the Executive’s position as may be reasonably designated from time to time by the Company’s Board of Directors, either with or without additional compensation;

(b)

Report directly to the Board of Directors of Bancorp and the Bank, as applicable; and

(c)

Comply with the Company’s employment policies, procedures and practices that apply to other senior executives. However, if there is a conflict between those policies, procedures and practices and the terms and conditions of this Agreement, this Agreement shall control.

5 .

TIME COMMITMENT; OUTSIDE ACTIVITIES.

(a)

Except as provided in subsection (b) below, the Executive shall devote his full working time, attention and talents to performing his duties under Section 4.

(b)

The Executive may engage in civic, community, investment and outside business activities provided they:

(1)

Do not interfere with his duties under Section 4; and

(2)

Are either:

(A)

Allowed under the Company’s Governance Policy as in effect at the time; or

(B)

Expressly approved in advance by Bancorp’s or the Bank’s Board of Directors, as applicable.

6 .

COMPENSATION.

(a)

Salary. The Executive will receive an annual salary of $360,000, payable in accordance with the Company’s regular payroll schedule and practices. Bancorp’s Compensation and Personnel Committee (the “Committee”) will review the Executive’s salary annually under subsection (l) below and may, at its discretion, increase, but not decrease, the Executive’s salary.

(b)

Bonus. The Executive’s targeted annual bonus will be 100 percent of his annual salary. The actual bonus amount for any year will be determined by the Committee in its discretion under subsection (l) below.

(c)

SERP. The Executive shall receive retirement benefits under the terms and conditions of the Supplemental Executive Retirement Plan dated August 1, 2003, between the Executive and the Company, as amended.

(d)

Incentive Awards. The Executive shall receive such awards of stock options or restricted stock as may be determined annually by the Committee under subsection (l) below.

(e)

Deferred Compensation. The Executive shall be entitled to participate in any deferred compensation plan or program available to the Company’s senior executives.

(f)

Employee Benefits. To the extent allowed by law and regulations, the Executive shall participate in all pension benefit plans, welfare benefit plans, insurance plans or programs and other fringe benefit plans or programs the Company has in effect for its employees and other senior executives.

(g)

Vacation.

(1)

The Executive shall be entitled to four weeks of paid vacation each calendar year in addition to all holidays observed by the Company.

(2)

The Executive’s ability to carry over unused vacation time to a subsequent year and the minimum amount of vacation the Executive is required to take each year shall be determined under the Company’s policies and practices as then in effect for its senior executives.

(h)

Fringe Benefits. The Executive shall receive such other fringe benefits and perquisites as are provided to the Company’s senior executives.

(i)

Retiree Medical Benefits. The Committee will consider providing the Executive with retiree medical benefits as part of its annual review of the Executive’s compensation under subsection (l) below but is not obligated to provide this benefit. If this benefit is provided, it may not be later reduced or terminated without the Executive’s consent.

(j)

Business Expenses. The Company shall reimburse the Executive, in accordance with the Company’s policies and procedures applicable to senior executives, for all reasonable expenses incurred by him in the performance of his duties.

(k)

No Board Fees. The Executive shall not receive any additional compensation for serving on the Board of Directors of Bancorp, the Bank or any of their subsidiaries or affiliated companies.

(l)

Annual Review. The Committee shall review the Executive’s compensation annually as follows:

(1)

The review shall determine:

(A)

Whether any increase to the Executive’s salary is warranted;

(B)

The amount of the annual bonus, if any, for the previous year;

(C)

The amount of any incentive awards to be granted under subsection (d) above, if any;

(D)

Whether a retiree medical benefit should be provided; and

(E)

Whether any other benefit increases or additional benefits are warranted.

(2)

In making its determinations under paragraph (1) above, the Committee shall take into account the reasonableness of the Executive’s overall compensation package (for example, determining whether providing an additional benefit should offset increases in other types of compensation); and

(3)

The Executive will have the opportunity to meet with the Chair of the Committee reasonably in advance of each of the Committee’s annual meetings under this subsection.

7 .

GROUNDS FOR TERMINATION OF EMPLOYMENT. The Executive’s employment may be terminated for any of the following reasons:

(a)

Termination by the Company for Cause. The Company may terminate the Executive’s employment for cause as follows—

(1)

“Cause” means any of the following circumstances:

(A)

Embezzlement, dishonesty or other fraudulent acts involving the Company or the Company’s business operations;

(B)

Material breach of Section 13 of this Agreement;

(C)

Conviction (whether entered upon a verdict or a plea, including a plea of no contest) on any felony charge or on a misdemeanor reflecting upon the Executive’s honesty;

(D)

An act or omission that materially injures the Company’s reputation, business affairs or financial condition, if that injury could have been reasonably avoided by the Executive; or

(E)

Failure or refusal of the Executive to substantially perform his duties to the Company (except during a period of disability that does not exceed the maximum allowable under subsection (f)(1) below), including willful misfeasance or gross negligence in the performance of those duties or willful disregard of the lawful directives of the Board; provided, however, that the Executive is first given—

(i)

Written notice by the Committee specifying in detail the performance issues; and

(ii)

A reasonable opportunity to cure the issues specified in the notice.

(2)

Limitations. The Company may not terminate the Executive’s employment for cause unless:

(A)

Two-thirds of Bancorp’s Board of Directors determine that cause exists based upon substantial evidence (that is, proof by a preponderance of the evidence, clear and convincing evidence or beyond a reasonable doubt is not required);

(B)

The Executive is given reasonable notice of the Board meeting called to make that determination; and

(C)

The Executive and the Executive’s legal counsel are given the opportunity to address that meeting.

(b)

Termination by the Company without Cause. The Company may terminate the Executive’s employment without cause for any reason or for no reason.

(c)

Termination by the Executive for Good Reason. Subject to the limitations in paragraph (2) below, the Executive may terminate his employment for good reason as follows—

(1)

“Good Reason” means any one or more of the following conditions that occur without the Executive’s express written consent:

(A)

A material reduction in the Executive’s salary;

(B)

A material diminution in the Executive’s authority, duties or responsibilities (including requiring the Executive to report to a corporate officer instead of Bancorp’s Board of Directors);

(C)

A material diminution of the budget over which the Executive retains authority;

(D)

A relocation or transfer of the Executive’s place of employment to an office or location that is more than 35 miles from the Executive’s then current place of employment; or

(E)

Any other action or inaction that constitutes a material breach of this Agreement by the Company.

(2)

Limitations. Generally, the Executive may not terminate his employment for Good Reason unless:

(A)

The termination occurs within two years of the date of the initial existence of the condition constituting Good Reason;

(B)

The Executive gives the Company notice of the existence of the Good Reason condition within 90 days of its initial existence; and

(C)

The Company has a reasonable opportunity of at least 30 days in which to cure the condition. The Company is not required to pay severance benefits under Section 9 during this correction period.

(d)

Termination by the Executive without Good Reason. The Executive may voluntarily terminate employment without good reason upon at least 60 days’ prior written notice to the Company.

(e)

Death. This Agreement will terminate immediately upon the Executive’s death.

(f)

Disability. The Company may terminate this Agreement upon the Executive’s disability as follows:

(1)

The disability must continue for either:

(A)

90 consecutive calendar days; or

(B)

180 calendar days in any 12 consecutive month period.

(2)

Disability will be determined by a physician selected by the Company with the Executive’s consent, which consent cannot be unreasonably withheld.

(3)

For purposes of paragraphs (1) and (2) above, “disability” means any physical or mental condition which renders the Executive unable to perform, with reasonable accommodations that do not cause an undue hardship to the Company, his essential job functions under this Agreement.

(4)

If the Company terminates this Agreement for disability under facts and circumstances that do not satisfy the requirement of paragraphs (1), (2) and (3) above, the termination shall be treated as a termination without cause.

(g)

Separation from Service. For purposes of this Agreement, the Executive will have a termination of employment only if either:

(1)

The Company and the Executive reasonably anticipate that the Executive will not render any services to the Company after the date of termination under this Agreement; or

(2)

The Company and the Executive agree that the Executive will continue to provide bona fide services to the Company (either as an employee or an independent contractor) after the date of termination of employment under this Agreement, but only if those services do not rise to such a level that the termination of the Executive’s employment under this Agreement would no longer qualify as a “separation from service” for purposes of Internal Revenue Code § 409A.

8 .

PAYMENTS UPON TERMINATION. Regardless of the reason for the termination, compensation and benefits earned or accrued through the date of the termination of the Executive’s employment will be paid as follows:

(a)

The following amounts will be paid within the time required by the Oregon wage and hour laws:

(1)

Salary earned through the date of termination; and

(2)

The bonus for the year before the year in which th