SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT ("Agreement") is dated as of December 1, 1996 (the
"Effective Date"). The parties to the Agreement ("Parties"') are WEST COAST BANCORP, an Oregon
corporation ("Bancorp"), and CYNTHIA J. HAWORTH ("Executive").
A. Bancorp currently receives the exclusive services of certain employees including Executive, and both Bancorp
and Executive desire to continue Executive's services in the event of a change in the control of Bancorp, thereby
allowing Bancorp to maximize the benefits obtainable from any such change.
B. To encourage Executive's continued services, Bancorp desires to provide a salary continuation benefit to
In consideration of the mutual promises, covenants, agreements and undertakings contained in this Agreement,
the parties agree as follows:
1. EFFECTIVE DATE AND TERM. As of the Effective Date, this Agreement shall be a binding obligation of
the parties, not subject to revocation or amendment except by mutual consent or in accordance with its terms.
The term of this Agreement ("Term") shall commence as of the Effective Date and shall end one (1) year
thereafter, provided however, that this Agreement shall be automatically renewed for successive one year
periods, unless the Board of Directors of Bancorp do not approve such renewal and provide written notice to
Executive of such event, or Executive gives written notice to Bancorp not less than thirty (30) days prior to any
such anniversary date of Executive's election not to extend the term beyond its then scheduled expiration date.
Notwithstanding the preceding, if a definitive agreement providing for a Change in Control (as defined below) is
entered into on or before the expiration of the Term, the term of this Agreement shall be extended to twelve (12)
months after the consummation of such Change in Control.
2. COMMITMENT OF EXECUTIVE. In the event that any person extends any proposal or offer which is
intended to or may resu