RESTRICTED STOCK AGREEMENT

Exhibit 10.12

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement is made and entered into as of the Date of the Award indicated below pursuant to the terms of the 2003 Stock Incentive Plan of Cowlitz Bancorporation (the “Company”) dated March 26, 2003 (the “Plan”) by and between the Company and the person named below as the Recipient.

The Company hereby awards to the Recipient and the Recipient hereby accepts a Restricted Stock Grant of the number of shares of Common Stock of the Company specified above as the Award Shares. This Restricted Stock Grant is being made as part of the Recipient’s compensation package without the payment of any consideration other than the Recipient’s services.

The terms and conditions of this Restricted Stock Grant are set forth on the following pages of this Restricted Stock Agreement (including all addendums that may be attached hereto) and are, in each instance, subject to the terms and conditions of the Plan. Unless otherwise defined herein, capitalized terms used in this Restricted Stock Agreement shall have the meanings as defined in the Plan.

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Restricted Stock Agreement

Terms and Conditions

1.1. Issuance of Share Certificate Representing Award Shares . As soon as is practicable after the Date of the Award, the Company will issue one or more stock certificates representing the Award Shares covered by this Restricted Stock Agreement. This stock certificate will be issued either in the name of the Recipient or in the name of a party acting as administrator for the Plan and noted that the certificate is for the benefit of the Recipient. However, if any law or regulation requires the Company to take any action with respect to the issuance of the Award Shares, including, without limitation, actions that may be required for compliance with federal and state securities laws or the listing requirements of any stock exchange upon which the Company’s Common Stock is then listed, then the date of delivery of the Award Shares may be extended for the period necessary to take such action. The Recipient shall only become the holder of the Award Shares when the issuance of the Award Shares is reflected on the Company’s stock transfer record.

1.2. Legends on Share Certificates and Escrow of Award Shares . The Company may place a restrictive legend on any share certificate representing some or all of the Award Shares, may give stop transfer instructions to the Company’s transfer agent and may place such stock certificates in escrow with the Company or an agent of the Company. Only at such time and to the extent that Award Shares have become vested in accordance with the vesting schedule set forth in the Vesting Schedule Addendum attached to this Restricted Stock Agreement and all Tax Withholding with respect to such Award Shares has been paid, or adequate provision has been made for such payment, will the Company have any obligation to remove such legends, terminate such stop transfer instructions or release such Award Shares from escrow.

1.3. Rights as a Shareholder in Escrowed Award Shares Generally . Except for the restrictions on the Recipient’s right to transfer unvested Award Shares, as set forth in Section 1.4 below, and subject to the Company’s right to repurchase unvested Award Shares under certain circumstances, as provided by Section 3 below, the Recipient shall have all rights as a shareholder of the Company with respect to the Award Shares (including unvested Award Shares) from such time as the issuance of such shares is reflected on the Company’s stock transfer record until such time as the Company has a right to repurchase unvested Award Shares pursuant to Section 3 below, including the right to receive distributions with respect to the Award Shares and the right to vote the Award Shares. Notwithstanding the foregoing, instead of making payment to the Recipient, the Company shall have the right to distribute into escrow or to hold for the benefit of the Recipient any distribution (whether made in cash, securities of the Company or other property) made with respect to unvested Award Shares. Any such distributions that are not paid to the Recipient shall be subject to the same right to repurchase as provided by Section 3 with respect to the Award Shares to which they relate or are subject to the provisions of Section 1.5 after such Award Shares become vested.

1.4. Restrictions on Rights to Transfer Unvested Award Shares . The Recipient agrees for himself or herself, his or her executors, administrators and other successors in interest that none of the unvested Award Shares, nor any interest therein, may be voluntarily or involuntarily sold, transferred, assigned, donated, pledged, hypothecated or otherwise disposed of, gratuitously or for consideration prior to their vesting in accordance with the Vesting Schedule Addendum attached to this Restricted Stock Agreement without the prior written consent of the Committee, except by will or by the laws of descent and distribution upon the death of the Recipient. The Committee shall have sole discretion in determining whether or not the Award Shares are transferable within the limitations set forth above and may exercise that discretion with respect to other Awards made under the Plan to other persons without being bound to exercise that discretion in the same manner with respect to other requested transfers by the Recipient. Any purported assignment, transfer or encumbrance that does not comply with the requirements of this

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Section 1.4 shall be void and unenforceable against the Company. The Company shall not be required (i) to transfer on its books any Award Shares which have been sold or transferred in violation of the provisions of this Section 1.4 or (ii) to treat as the owner of the Award Shares, or otherwise to accord voting, dividend or any other rights to, any person or entity to whom Recipient transferred or attempted to transfer the Award Shares in contravention of this Restricted Stock Agreement.

1.5. Delivery of Certificate Representing Vested Award Shares . Upon the vesting of Award Shares, the Recipient may request that a stock certificate covering such vested Award Shares be issued in the name of the Recipient and delivered in accordance with such instructions as the Recipient may reasonably request. Any such request must be in writing in such form as the Company may from time-to-time reasonably require and must be delivered to the Company’s executive offices directed to the attention of the Company’s Corporate Secretary (or such other person as the Company may designate). The Recipient hereby authorizes and irrevocably appoints the Company’s Corporate Secretary (with full power of substitution) to act as the Recipient’s attorney-in-fact to cause any certificate representing Award Shares to be split into two or more certificates all issued in the name of the Recipient for purposes of separating out vested Award Shares from those that remain unvested. The Company shall deliver such stock certificate covering such vested Award Shares as soon as is practicable following the Company’s receipt of such request, provided that the Company has received payment or provision for payment satisfactory to the Company of all Tax Withholding applicable to such vested Award Shares in accordance with Section 4 below. The Company shall not have any liability to the Recipient for any loss which the Recipient may sustain as a result of any delay in delivering shares, whether such delay is as a result of processing certificates for delivery in accordance with the Recipient’s request, any dispute as to whether or not the Award Shares requested to be delivered have indeed become vested, or any dispute as to whether or not all applicable Tax Withholding has been paid or satisfactorily provided for with respect to vested Award Shares.

2.1. Vesting Schedule . The Award Shares represented by this Restricted Stock Agreement shall become “vested” in the Recipient in accordance with the vesting terms, conditions and schedule set forth in the “Vesting Schedule Addendum” attached to this Restricted Stock Agreement. Once “vested,” Award Shares will no longer be subject to the right of repurchase set forth in Section 3 of this Restricted Stock Agreement.

2.2. Effect of Unpaid Leaves of Absence . If at any time prior to all Award Shares becoming vested, the Recipient is on unpaid leave from the Company or any Subsidiary of the Company, no additional Award Shares shall vest during such unpaid leave (notwithstanding any terms to the contrary that may be contained in the Vesting Schedule Addendum) and the dates contained in the vesting schedule set forth in the Vesting Schedule Addendum (other than dates referring to fiscal years of the Company) shall be extended by the length of such unpaid leave.

2.3. Effect of Events Giving Rise to Right to Repurchase . Notwithstanding the terms of the Vesting Schedule Addendum attached to this Restricted Stock Agreement, no additional Award Shares shall vest after the date on which the Company