E xhibit 10.2
RESTRICTED STOCK AWARD AGREEMENT
Bancorp maintains the West Coast Bancorp 2002 Stock Incentive Plan (the "Plan"). This Agreement evidences the grant of
Restricted Stock to Participant under the Plan.
The parties agree as follows:
1. Defined Terms
Capitalized terms not otherwise defined in this Agreement have 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 grants to Participant
_____ shares of Restricted Stock (the "Award Shares").
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 . Unless the vesting of the Award Shares is otherwise accelerated in accordance with this
Agreement or the Plan, the Award Shares will become vested, and the restrictions set forth in Section 3.1 will lapse, according to
the following schedule:
When a portion of the Award Shares have become vested as provided above, Bancorp will deliver to Participant, upon
request, one or more share certificates evidencing the vested portion of the Award Shares, free of the legend described in
Section 6(b) of the Plan.
3.3 Employment Requirement – Forfeiture . With expres