CHANGE IN CONTROL AGREEMENT
Effective Date: January 1, 2004,
As Amended and Restated December 30, 2008,
For Compliance with Code § 409A
This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made by WEST COAST BANCORP (“Bancorp”) and WEST
COAST BANK (“Bank”) (collectively “Company”) and ANDERS GILTVEDT (“Executive”).
TERMS AND CONDITIONS
The Executive is employed by the Company as its Executive Vice President and Chief Financial Officer.
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.
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.
Therefore, in order to—
Encourage the Executive to assist the Company during a Change in Control and be available during the
Give assurance regarding the Executive’s continued employment status and responsibilities in the event of
a Change in Control;
Provide the Executive with Change in Control benefits competitive with the Company’s peers; and
Comply with the requirements of Internal Revenue Code § 409A so that the Change in Control benefits can
continue to be provided to the Executive on a tax-deferred basis until they are actually paid to the
—the parties agree to the following amended and restated:
D EFINITIONS . Words and phrases appearing in this Agreement