VOTING AND OPTION
AGREEMENT
This VOTING AND
OPTION AGREEMENT (this “Agreement”) is made and entered
into as of February 1, 2006, by and between WEST COAST
BANCORP, an Oregon corporation (“Bancorp”), and the
undersigned shareholder (“Shareholder”) of Mid-Valley
Bank, an Oregon state-chartered bank
(“Mid-Valley”).
WHEREAS, Bancorp,
West Coast Bank, an Oregon state-chartered bank and wholly owned
subsidiary of Bancorp (“WCB”), and Mid-Valley have
entered into an Agreement and Plan of Merger (the “Merger
Agreement”), dated as of the date hereof, pursuant to which
Mid-Valley will be merged with and into WCB (the
“Merger”) and shares of Mid-Valley common stock
(“Mid-Valley Common Stock”) will be converted into the
merger consideration described in the Merger Agreement;
and
WHEREAS, in order
to induce Bancorp to enter into the Merger Agreement, and as a
condition to such entry, the undersigned Shareholder, solely in his
capacity as such, has agreed to enter into this
Agreement.
NOW, THEREFORE, in
consideration of the foregoing, for good and valuable consideration
and with an intent to be legally bound, the parties agree as
follows:
1. REPRESENTATIONS
AND WARRANTIES OF SHAREHOLDER. Shareholder represents and warrants
to Bancorp as follows:
(a) Authority.
Shareholder has all necessary power and authority to enter into
this Agreement and perform all of Shareholder’s obligations
hereunder. This Agreement has been duly and validly executed and
delivered by Shareholder and constitutes a valid and binding
agreement of and is enforceable against Shareholder in accordance
with its terms.
(b) Ownership
of Shares; Options. Shareholder is the beneficial owner or record
holder of the number of shares of Mid-Valley Common Stock indicated
under Shareholder’s name on the signature page to this
Agreement (the “Existing Shares,” and together with any
shares of Mid-Valley Common Stock acquired by Shareholder after the
date hereof, the “Shares”). Shareholder is also the
record owner of options to purchase the number of shares of
Mid-Valley Common Stock indicated under Shareholder’s name on
the signature page below (the “Options”).
(c) No
Conflicts. Neither the execution and delivery of this Agreement nor
the performance by Shareholder of his obligations under this
Agreement will conflict with or constitute a violation of or
default under any contract, commitment, agreement, arrangement or
restriction of any kind to which Shareholder is a party or by which
Shareholder, the Shares, or the Options are bound.
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2. VOTING AND
OTHER MATTERS.
(a) Voting
of Shares. Shareholder will vote all of the Shares as to which he
has voting power, and will use reasonable efforts to cause other
Shares to which he beneficially owns to be voted, (i) in favor
of approval of the Merger and (ii) against any action or
agreement that would result in a breach in any material respect of
any covenant, representation or warranty or any other obligation or
agreement of Mid-Valley under the Merger Agreement.
(b) Actions.
Shareholder will take all appropriate actions to
recommend
