Exhibit
10.1
RESTRICTED STOCK PERFORMANCE
AWARD AGREEMENT
(EMPLOYEE)
This Restricted Stock Award
Agreement ("Agreement"), together with the Notice of Grant of Award
(the "Notice"), evidences the grant of Restricted Stock to
Participant under the West Coast Bancorp 2002 Stock Incentive Plan
(the "Plan").
1. Defined Terms
Capitalized terms used below
but not otherwise defined in this Agreement or the Notice are used
with the meanings given them in the Plan.
2. Grant of Restricted
Shares
Subject to the terms and
conditions of this Agreement and the Plan, as of the Grant Date,
Bancorp has granted to Participant a number of shares of Restricted
Stock (the "Award Shares") as set forth in the Notice of Grant of
Award (the "Award Notice") provided to Participant
.
3. Terms of Award
Shares
The Award Shares
are subject to all the provisions of the Plan and to the following
terms and conditions:
3.1 Transfer Restrictions. Except
as expressly provided in Section 3.2, neither the Award Shares nor
any rights under this Agreement may be sold, assigned, transferred,
pledged, or otherwise encumbered, voluntarily or involuntarily, by
Participant. The foregoing restrictions are in addition to any
other restrictions on transfer of Award Shares arising under
federal or state securities laws or other agreements with Bancorp.
Any purported sale, assignment, pledge, or other transfer,
disposition, or encumbrance of Award Shares in violation of this
Agreement will automatically be null and void and may and should be
enjoined.
3.2 Vesting of Award Shares. The
Award Shares will become vested, and the restrictions set forth in
Section 3.1 will lapse in accordance with the vesting schedule set
forth in the Award Notice unless an event giving rise to forfeiture
of the Award Shares earlier occurs or the vesting is accelerated in
accordance with this Agreement or the Plan.
When a portion of the Award
Shares has become vested, Bancorp will deliver to Participant, upon
request, one or more share certificates evidencing the vested
portion of the Award Shares, free of the legend described in
Section 6(b) of the Plan.
3.3 Dividends. All cash
dividends on Award Shares and all proceeds of those dividends shall
also be restricted and shall be reinvested in Bancorp stock. When
any Award Shares shall vest, all dividends on all Award Shares
shall also vest and any future dividends on Award Shares that have
not yet vested shall not be restricted.
3.4 Employment Requirement
– Forfeiture. With express exceptions (death or Disability of
a Participant, or the Termination of Employment of a Participant
during the 24-month period
