RESTRICTED STOCK AWARD AGREEMENT
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
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 mor