CHANGE IN CONTROL AGREEMENT
EFFECTIVE DATE: JANUARY 1, 2004
This CHANGE IN CONTROL AGREEMENT ("Agreement") is made by WEST COAST BANCORP
("Bancorp") and WEST COAST BANK ("Bank") (collectively "Company") ROBERT D. SZNEWAJS
A. The Executive is employed by Bank as its President and Chief Executive Officer.
B. The Board recognizes that a possible or threatened Change in Control may result in key management
personnel being concerned about their continued employment status or responsibilities. In addition, they may be
approached by other companies offering competing employment opportunities. Consequently, they will be
distracted from their duties and may even leave the Company during a time when their undivided attention and
commitment to the best interests of the Company and Bancorp's shareholders would be vitally important.
C. The Company considers it essential to its best interests and those of Bancorp's shareholders to provide for the
continued employment of key management personnel in the event of a Change in Control.
D. Therefore, in order to--
(1) Encourage the Executive to assist the Company during a Change in Control and be available during the
(2) Give assurance regarding the Executive's continued employment status and responsibilities in the event of a
Change in Control; and
(3) Provide the Executive with Change in Control benefits competitive with the Company's peers
--the parties agree on the following:
TERMS AND CONDITIONS
1. DEFINITIONS. Words and phrases appearing in this Agreement with initial capitalization are defined terms
that have the meanings stated below. Words appearing in the following definitions which are themselves defined
terms are also indicated by initial capitalization.
(a) "BENEFICIAL OWNERSHIP" means direct or indirect ownership within the meaning of Rule 13(d)(3)
under the Exchange Act.
(b) "BOARD" means Bancorp's Board of Directors.
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