WEST COAST BANCORP
2002 STOCK INCENTIVE PLAN
SECTION 1. PURPOSE; DEFINITIONS
The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating
officers, employees, directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates
with a stock plan providing incentives for future performance of services directly linked to the profitability of the
Company's businesses and increases in Company shareholder value.
For purposes of the Plan, the following terms are defined as set forth below:
(a) "Affiliate" means a corporation or other entity controlled by, controlling or under common control with the
(b) "Award" means a Stock Option, Restricted Stock, or other stock-based award.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" means, unless otherwise provided by the Committee, (1) "Cause" as defined in any Individual
Agreement to which the participant is a party, or (2) if there is no such Individual Agreement or if it does not
define Cause: (a) conviction of the participant for committing a felony under federal law or the law of the state in
which such action occurred, (B) willful and deliberate failure on the part of the participant to perform his or her
employment duties in any material respect, or (C) prior to a Change in Control, such other events as shall be
determined by the Committee.
(e) "Change in Control" and "Change in Control Price" have the meanings set forth in Sections 9(b) and (c),
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
(g) "Commission" means the Securities and Exchange Commission or any successor agency.
(h) "Committee" means the Committee referred to in Section 2.
(i) "Common Stock" means common stock, no par value per share, of the Company.
(j) "Company" means West Coast Bancorp, an Oregon corporation.
(k) "Covered Employee" means a participant designated prior to