EXHIBIT 99.3
PACIFIC CONTINENTAL CORPORATION
STOCK OPTION
FORM OF
AWARD AGREEMENT
THIS AWARD AGREEMENT ("Agreement") is entered into by and between Pacific
Continental Corporation ("Company") and _______________ ("Grantee").
1. Basic Terms of Award
Number of Shares of Common
Stock Subject to the Option: ____________________________
Exercise Price (per share): ____________________________
Date of Grant: ____________________________
Date of Termination: ____________________________
The Option is: [ ] a Nonqualified Stock Option
[ ] an Incentive Stock Option
2. Company hereby grants to Grantee an option ("Option") to purchase, at the
Exercise Price, the shares of Common Stock subject to the Option. The
Option may only be exercised, and shares of Common Stock subject to the
Option may only be purchased, as the Option Vests with respect to such
shares.
3. The Option is granted under the Pacific Continental Corporation 2006 Stock
Option and Equity Compensation Plan (the "Plan"), a copy of which has been
provided to Grantee. The terms and conditions of the Plan are hereby
incorporated herein and made a part hereof. In the event of a conflict
between the terms and conditions of the Plan and the terms and conditions
of this Agreement, the former shall govern. Capitalized terms used in this
Agreement that are not defined herein shall have the meaning given to such
terms in the Plan.
4. Except as otherwise provided in the Plan, the Option shall Vest with
respect to the shares of Common Stock subject to the Option in accordance
with the vesting schedule set forth below. Immediately after Grantee first
ceases to be an Employee or Director, the Option shall no longer Vest, and
shall be forfeited for no consideration, to the extent of any shares of
Common Stock with respect to which the Option has not Vested on or prior
or to such time, except as otherwise provided in the Plan.
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If Grantee is an Employee or Director, Then the Option shall Vest with respect
without interruption, from the Date of to the following percent of the number
Award until the following anniversary of shares of Common Stock subject to
date of the Date of Award the Option *
__________
* Rounded up in each case to the nearest whole number; provided, however, that
in no event shall Grantee have the right to acquire hereunder, over the entire
vesting period, more than the total number of shares of Common Stock subject to
the Option.
5. Grantee shall exercise the Option by delivering to Company a written
notice of exercise signed by Grantee and specifying the number of shares
with respect to which the Option is being exercised and the per-share
Exercise Price, accompanied by payment in full of the amount of the
Exercise Price for the number of shares being purchased.
6. The Option may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner, other than by will or by the laws of descent
or distribution.
7. Shares of Common Stock shall not be issued with respect to the Option,
unless the exercise of such Option and the issuance and delivery of shares
pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, all securities laws, rules and regulations,
and the requirements of any stock exchange upon which the Common Stock may
then be listed. Issuance of shares of Common Stock is further subject to
the approval of counsel for Company with respect to such compliance.
8. Company, in its sole discretion, may take any actions reasonably believed
by it to be required to comply with any local, state, or federal tax laws
relating to the reporting or withholding of taxes attributable to the
grant or exercise of the Option or the disposition of shares of Common
Stock issued upon exercise of the Option, including, but not limited to,
(i) withholding from any person exercising an Option a number of shares of
Common Stock having a Fair Market Value as of the date of such withholding
equal to the amount required to be withheld by Company under applicable
tax laws, (ii) withholding, or causing to be withheld, from any form of
compensation or other amount due Grantee or holder of shares of Common
Stock issued upon exercise of an Option any amount required to be withheld
under applicable tax laws, or (iii) as a condition to recognizing any
rights of Grantee under the Option, requiring any person exercising the
Option to make arrangements satisfactory to Company (including, without
limitation, paying amounts) to satisfy any tax obligations.
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9. Miscellaneous.
a. All pronouns shall be deemed to include the masculine, feminine,
neuter, singular or plural forms thereof, as the context may
require. All references to "paragraph" shall be deemed to refer to
paragraphs of this Agreement, unless otherwise specifically stated.
b. All notices and other writings of any kind that a party to this
Agreement may or is required to give hereunder to any other party
hereto shall be in writing and may be delivered by personal service
or overnight courier, facsimile, or registered or certified mail,
return receipt requested, deposited in the United States mail with
postage thereon fully prepaid, addressed (i) if to Company, to its
home office, marked to the attention of the corporate secretary of
Company; or (ii) if to Grantee, to his address set forth on the
signature page hereof. Any notice or other writings so delivered
shall be deemed given, if by mail, on the second (2nd) business day
after mailing and, if by other means, on the date of actual receipt
by the party to whom it is addressed. Any party hereto may from time
to time by notice in writing served upon the other as provided
herein, designate a different mailing address or a different person
to which such notices or other writings are thereafter to be
addressed or delivered.
c. In any action at law or in equity to enforce any of the provisions
or rights under this Agreement, the unsuccessful party to such
litigation, as determined by the court in a final judgment or
decree, shall pay the successful party all costs, expenses and
reasonable attorneys' fees incurred by the successful party
(including, without limitation, costs, expenses and fees on any
appeal).
d. No waiver of any term, provision or condition of this Agreement,
whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or be construed as, a further or continuing waiver
of any such term, provision or condition or as a waiver of any other
term, provision or condition of this Agreement.
e. It is the intention of the parties that the internal laws of the
State of Oregon (irrespective and choice of law principles) shall
govern the validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties.
f. The terms, conditions and covenants of this Agreement are intended
to be fully effective and binding, to the extent permitted by law,
on the heirs, executors, administrators, successors and permitted
assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first indicated above.
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COMPANY PACIFIC CONTINENTAL CORPORATION,
an Oregon corporation
By_____________________________________
Print name: ___________________________
Title: ________________________________
GRANTEE
_______________________________________
Print Name: ___________________________
Address: ______________________________
______________________________
______________________________
Social Security No. ___________________
ACKNOWLEDGEMENT
Grantee hereby acknowledges that he has received a copy of the Plan.
_______________________________________
Print Name: ___________________________
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