Exhibit 10.1
WEST COAST BANCORP
2002 STOCK INCENTIVE PLAN
(As amended through April 28, 2009)
SECTION 1. Purpose;
Definitions
The purpose of the Plan is to give the Company a
competitive advantage in attracting, retaining and motivating
officers, employees, directors and/or consultants and to provide
the Company and its Subsidiaries and Affiliates with a stock plan
providing incentives for future performance of services directly
linked to the profitability of the Company's businesses and
increases in Company shareholder value.
For purposes of the Plan, the following terms
are defined as set forth below:
(a) "Affiliate" means a corporation or other entity controlled
by, controlling or under common control with the
Company.
(b) "Award" means a Stock Option, Restricted Stock, or other
stock-based award.
(c) "Board" means the Board of Directors of the
Company.
(d) "Cause" means, unless otherwise provided by the
Committee, (1) "Cause" as defined in any Individual Agreement to
which the participant is a party, or (2) if there is no such
Individual Agreement or if it does not define Cause: (A) conviction
of the participant for committing a felony under federal law or the
law of the state in which such action occurred, (B) willful and
deliberate failure on the part of the participant to perform his or
her employment duties in any material respect, or (C) prior to a
Change in Control, such other events as shall be determined by the
Committee.
(e) "Change in Control" and "Change in Control Price"
have the meanings set forth in
Sections 9(b) and (c), respectively.
(f) "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.
(g) "Commission" means the Securities and Exchange Commission or
any successor agency.
(h) "Committee" means the Committee referred to in Section
2.
(i) "Common Stock" means common stock, no par value per share, of
the Company.
(j) "Company" means West Coast Bancorp, an Oregon
corporation.
(k) "Covered Employee" means a participant designated prior to the
grant of Restricted Stock by the Committee who is or may be a
"covered employee" within the meaning of Section 162(m)(3) of the
Code in the year in which the Company is expected to be entitled to
a federal income tax deduction with respect to the
Award.
(l) "Disability" means, unless otherwise provided by the
Committee, (1) "Disability" as defined in any Individual Agreement
to which the participant is a party, or (2) if there is no such
Individual Agreement or it does not define "Disability," permanent
and total disability as determined under the Company's Long-Term
Disability Plan applicable to the participant.
(m) "Eligible Individuals"
mean directors, officers, employees
and consultants of the Company or any of its Subsidiaries or
Affiliates, and prospective employees and consultants who have
accepted offers of employment or consultancy from the Company or
its Subsidiaries or Affiliates, who are or will be responsible for
or contribute to the management, growth or profitability of the
business of the Company, or its Subsidiaries or
Affiliates.
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(n) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
(o) "Fair Market Value" means, except as otherwise provided by the
Committee, as of any given date, the closing reported sales price
on such date (or, if there are no reported sales on such date, on
the last date prior to such date on which there were sales) of the
Common Stock on the New York Stock Exchange Composite Tape or, if
not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on NASDAQ. If there
is no regular public trading market for such Common Stock, the Fair
Market Value of the Common Stock shall be determined by the
Committee in good faith.
(p) "Incentive Stock Option"
means any Stock Option designated
as, and qualified as, an "incentive stock option" within the
meaning of Section 422 of the Code.
(q) “Individual
Agreement” means an
employment, consulting or similar agreement between a participant
and the Company or one of its Subsidiaries or Affiliates, and,
after a Change in Control, a change in control or salary
continuation agreement between a participant and the Company or one
of its Subsidiaries or Affiliates. If a participant is party to
both an employment agreement and a change in control or salary
continuation agreement, the employment agreement shall be the
relevant "Individual Agreement" prior to a Change in Control, and,
the change in control or salary continuation agreement shall be the
relevant "Individual Agreement" after a Change in
Control.
(r) "NonQualified Stock Option"
means any Stock Option that is not
an Incentive Stock Option.
(s) "Qualified Performance-Based
Award" means an Award of
Restricted Stock designated as such by the Committee at the time of
grant, based upon a determination that (i) the recipient is or may
be a "covered employee" within the meaning of Section 162(m)(3) of
the Code in the year in which the Company would expect to be able
to claim a tax deduction with respect to such Restricted Stock, and
(ii) the Committee wishes such Award to qualify for the Section
162(m) Exemption.
(t) "Performance Goals" means the performance goals established by the
Committee in connection with the grant of Restricted Stock. In the
case of Qualified Performance-Based Awards, (i) such goals shall be
based on the attainment of specified levels of one or more of the
following measures: stock price, earnings, earnings per share,
return on equity, return on assets, asset quality, net interest
margin, loan portfolio growth, efficiency ratio, deposit portfolio
growth, and liquidity, and (ii) such Performance Goals shall be set
by the Committee within the time period prescribed by Section
162(m) of the Code and related regulations.
(u) "Plan" means the West Coast Bancorp 2002 Stock
Incentive Plan, as set forth herein and as hereinafter amended from
time to time.
(v) "Restricted Stock" means an Award granted under Section
6.
(w) "Restricted Stock
Agreement” has
the meaning set forth in Section 6(c)(vi) of the Plan.
(x) "Retirement" means, except as otherwise provided by the
Committee, retirement from active employment with the Company, a
Subsidiary or Affiliate at or after the attainment of age 55 and
with five years or more of employment service with the Company, a
Subsidiary or Affiliate.
(y) "Rule 16b-3" means Rule 16b-3, as promulgated by the
Commission under Section 16(b) of the Exchange Act, as amended from
time to time.
(z) "Section 162(m) Exemption"
means the exemption from the
limitation on deductibility imposed by Section 162(m) of the Code
that is set forth in Section 162(m)(4)(C) of the Code.
(aa) "Stock Option" means an Award granted under Section
5.
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(bb) "Subsidiary" means any corporation, partnership, joint
venture or other entity during any period in which at least a 50
percent voting or profits interest is owned, directly or
indirectly, by the Company or any successor to the
Company.
(cc) "Termination of Employment"
means the termination of the
participant's employment with, or performance of services for, the
Company and any of its Subsidiaries or Affiliates. A participant
employed by, or performing services for, a Subsidiary or an
Affiliate shall also be deemed to incur a Termination of Employment
if the Subsidiary or Affiliate ceases to be such a Subsidiary or an
Affiliate, as the case may be, and the participant does not
immediately thereafter become an employee of, or service-provider
for, the Company or another Subsidiary or Affiliate. Temporary
absences from employment because of illness, vacation or leave of
absence and transfers among the Company and its Subsidiaries and
Affiliates shall not be considered Terminations of
Employment.
In
addition, certain other terms used herein have definitions given to
them in the first place in which they are used.
SECTION 2. Administration
The Plan shall be administered by the Board
directly, or if the Board elects, by the Compensation and Personnel
Committee or such other committee of the Board as the Board may
from time to time designate, which committee shall be composed of
not less than two directors, and shall be appointed by and serve at
the pleasure of the Board. Notwithstanding the foregoing or any
other provision of the Plan to the contrary, all Performance Goals
will be established and administered and all Qualified
Performance-Board Awards will be granted to any "covered employee"
within the meaning of Section 162(m)(3) of the Code, only by either
(a) the Board as a whole in a proceeding in which all members of
the Board who are or may be "covered employees" recuse themselves
from consideration and approval of such goals or Awards, or (b) a
duly authorized committee consisting of two or more "outside
directors" as that term is defined in Section 162(m) of the Code.
All references in the Plan to the "Committee" refer to the Board as
a whole, unless a separate committee has been designated or
authorized consistent with the foregoing.
The Committee shall have plenary authority to
grant Awards pursuant to the terms of the Plan to Eligible
Individuals.
Among other things, the Committee shall have the
authority, subject to the terms of the Plan:
(a) To select the Eligible Individuals to whom
Awards may from time to time be granted;
(b) To determine whether and to what extent
Incentive Stock Options, NonQualified Stock Options and Restricted
Stock or any combination thereof are to be granted
hereunder;
(c) To determine the number of shares of Common
Stock to be covered by each Award granted hereunder;
(d) To determine the terms and conditions of any
Award granted hereunder (including, but not limited to, the option
price (subject to Section 5(a)), any vesting condition, restriction
or limitation (which may be related to the performance of the
participant, the Company or any Subsidiary or Affiliate) and any
vesting acceleration or forfeiture waiver regarding any Award and
the shares of Common Stock relating thereto, based on such factors
as the Committee shall determine;
(e) To modify, amend or adjust the terms and
conditions of any Award (subject to Sections 5(a) and 5(b)), at any
time or from time to time, including but not limited to Performance
Goals; provided, however, that the Committee may not adjust upwards
the amount payable with respect to any Qualified Performance-Based
Award;
(f) To determine to what extent and under what
circumstances Common Stock and other amounts payable with respect
to an Award shall be deferred; and
(g) To determine under what circumstances an
Award may be settled in cash or Common Stock under Section
5(d).
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The Committee shall have the authority to adopt,
alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall from time to time deem
advisable, to interpret the terms and provisions of the Plan and
any Award issued under the Plan (and any agreement relating
thereto) and to otherwise supervise the administration of the
Plan.
The Committee may act only by a majority of its
members then in office, except that the Committee may, except to
the extent prohibited by applicable law or the applicable rules of
a stock exchange, allocate all or any portion of its
responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers to
any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.
Any determination made by the Committee or
pursuant to delegated authority pursuant to the provisions of the
Plan with respect to any Award shall be made in the sole discretion
of the Committee or such delegate at the time of the grant of the
Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the
Plan shall be final and binding on all persons, including the
Company and Plan participants.
Any authority granted to the Committee may also
be exercised by the full Board, except to the extent that the grant
or exercise of such authority would cause any Award or transaction
to become subject to (or lose an exemption under) the short-swing
profit recovery provisions of Section 16 of the Exchange Act or
cause an Award designated as a Qualified Performance-Based Award
not to qualify for, or to cease to qualify for, the Section 162(m)
Exemption. To the extent that any permitted action taken by the
Board conflicts with action taken by the Committee, the Board
action shall control.
Notwithstanding the foregoing, except in
connection with a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, or exchange
of shares), the terms of outstanding Stock Options and stock
appreciation rights may not be amended to reduce the exercise price
of the Stock Options or stock appreciation rights and outstanding
Stock Options or stock appreciation rights may not be cancelled in
exchange for cash, Stock Options, stock appreciation rights or
other Awards with an exercise price that is less than the exercise
price of the cancelled Stock Options or stock appreciation
rights.
SECTION 3. Common Stock Subject to
Plan
The maximum number of shares of Common Stock
that may be delivered to participants and their beneficiaries under
the Plan shall be 2,140,000. No more than 488,000 shares may be
issued as Restricted Stock or be based upon the Common Stock
pursuant to Section 8 of the Plan. The maximum aggregate number of
shares of Common Stock that may be issued pursuant to Incentive
Stock Options is 1,800,000. No participant may be granted Stock
Options covering in excess of 300,000 shares of Common Stock in any
fiscal year of the Company. Shares subject to an Award under the
Plan may be authorized and unissued shares. No further awards will
be granted under the Company's 1999 Stock Option Plan, 2000
Restricted Stock Plan and Amended and Restated 1995 Director Stock
Option Plan.
If
any Award is forfeited, or if any Stock Option terminates, expires
or lapses without being exercised, the shares of Common Stock
subject to such Awards shall again be available for distribution in
connection with Awards under the Plan.
In
the event of a stock split (including a reverse stock split), a
dividend or distribution paid in Common Stock, or a
recapitalization of or affecting Common Stock, the aggregate number
and kind of shares reserved for issuance under the Plan, the
maximum limitation upon the number of shares that may be issued as
Restricted Stock or subject to Stock Options to be granted to a
single participant in any fiscal year under the Plan, the number,
kind, and option price per share subject to each outstanding Stock
Option, and the number and kind of shares subject to other Awards
granted under the Plan, will automatically be adjusted
proportionately, or substituted, to reflect the effect of such
stock split, distribution paid in Common Stock, or
recapitalization.
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In
the event of any merger or consolidation, separation (including a
spin off), a reorganization (whether or not such reorganization
comes within the definition of such term in Section 368 of the
Code), any partial or complete liquidation, or any other change in
corporate capitalization not specifically addressed above, the
Committee or Board may make such adjustments or substitution in the
aggregate number and kind of shares reserved for issuance under the
Plan, the maximum limitation upon the number of shares that may be
issued as Restricted Stock or subject to Stock Options to be
granted to a single participant under the Plan, in the number,
kind, and option price per share subject to outstanding Stock
Options, in the number and kind of shares subject to other
outstanding Awards under the Plan and/or such other equitable
adjustments or substitutions as it may determine to be appropriate
in its sole discretion.
Notwithstanding the foregoing, the number of
shares subject to any Award shall always be a whole number which
shall be obtained by rounding all calculations up to the nearest
whole share.
SECTION 4. Eligibility
Awards may be granted under the Plan to Eligible
Individuals.
SECTION 5. Stock Options
Stock Options may be granted alone or in
addition to other Awards granted under the Plan and may be of two
types: Incentive Stock Options and NonQualified Stock Options. Any
Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
The Committee shall have the authority to grant
any optionee Incentive Stock Options, NonQualified Stock Options or
both types of Stock Options; provided, however, that grants
hereunder are subject to the aggregate limit on grants to
individual participants set forth in Section 3. Incentive Stock
Options may be granted only to employees of the Company and its
subsidiaries or parent corporation (within the meaning of Section
424(f) of the Code). To the extent that any Stock Option is not
designated as an Incentive Stock Option or even if so designated
does not qualify as an Incentive Stock Option on or subsequent to
its grant date, it shall constitute a NonQualified Stock
Option.
Stock Options shall be evidenced by option
agreements, the terms and provisions of which may differ. An option
agreement shall indicate on its face whether it is intended to be
an agreement for an Incentive Stock Option or a NonQualified Stock
Option. The grant of a Stock Option shall occur on the date the
Committee by resolution selects an Eligible Individual to receive a
grant of a Stock Option, determines the number of shares of Common
Stock to be subject to such Stock Option to be granted to such
Eligible Individual and specifies the terms and provisions of the
Stock Option. The Company shall notify an Eligible Individual of
any grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the Company to
the participant. Such agreement or agreements shall become
effective upon execution by the Company and the
participant.
Stock Options granted under the Plan shall be
subject to the following terms and conditions and shall contain
such additional terms and conditions as the Committee shall deem
desirable:
(a) Option Price . The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the
Committee and set forth in the option agreement, and shall not be
less than the Fair Market Value of the Common Stock subject to the
Stock Option on the date of grant.
(b) Option Term . The term of each Stock Option shall be fixed
by the Committee, but no Stock Option shall be exercisable more
than 10 years after the date the Stock Option is
granted.
(c) Exercisability . Except as otherwise provided herein, Stock
Options shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Committee.
If the Committee provides that any Stock Option is exercisable only
in installments, the Committee may at any time waive such
installment exercise provisions, in whole or in part, based on such
factors as the Committee may determine. In addition, the Committee
may at any time accelerate the exercisability of any Stock
Option.
(d) Method of Exercise . Subject to the provisions of this Section 5,
Stock Options may be exercised, in whole or in part, at any time
during the option term by giving written notice of exercise to the
Company specifying the number of shares of Common Stock subject to
the Stock Option to be purchased.
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Such notice shall be accompanied by payment in
full of the purchase price by certified or bank check or such other
instrument as the Company may accept. If approved by the Committee,
payment, in full or in part, may also be made in the form of
unrestricted Common Stock (by delivery of such shares or by
attestation) already owned by the optionee of the same class as the
Common Stock subject to the Stock Option (based on the Fair Market
Value of the Common Stock on the date th
