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EXHIBIT 99.2
Name of Optionee: ________________________
OPTION GRANT
UNDER WEST COAST BANCORP
COMBINED 1991 INCENTIVE STOCK OPTION PLAN
AND NONQUALIFIED STOCK OPTION PLAN
OPTION GRANT dated the date set forth on Schedule A hereto
(hereinafter, together with this Agreement, called the "Agreement") by West
Coast Bancorp, an Oregon corporation (the "Company"), to the individual named in
Schedule A hereto (the "Optionee").
By action taken by the Board of Directors, and approved by the
Shareholders of the Company, the Company has previously adopted the Combined
1991 Incentive Stock Option Plan and 1991 Nonqualified Stock Option Plan (the
"Plan"). Pursuant to the Plan, the Company has granted an option to the Optionee
to purchase shares of its Common Stock (the "Common Stock"), thereby affording
an opportunity to the Optionee to acquire a proprietary interest in the Company
and, as a stockholder, to share in its success, with added incentive to work
effectively for and in the Company's interest.
1. Grant of Option. The Company has granted to the Optionee, as a
matter of separate agreement and not in lieu of salary or of any other
compensation for services, the right and option (the "Option") to purchase all
or any part of an aggregate number of full shares of Common Stock set forth in
Schedule A on the terms and conditions set forth herein and on Schedule A. If so
designated on Schedule A, this Option is intended to be an Incentive Stock
Option as defined in the Plan. The date of grant of the Option is the date set
forth in Schedule A.
2. Exercise Price. The purchase price of the shares of Common Stock
subject to this Option is the price per share set forth in Schedule A.
3. Term. The term of this Option shall be for the period set forth in
Schedule A or for such shorter period as prescribed in Section 10.
4. Non-Transferable. The Option shall not be transferable by the
Employee otherwise than by will or by the laws of descent and distribution, and
the Option is exercisable, during his lifetime, only by him. More particularly
(but without limiting the generality of the foregoing), the Option may not be
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise), and shall not be subject to execution, attachment or similar
process. Any attempted transfer, assignment, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, and the levy of any
attachment or similar process upon the Option, shall be null and void and
without effect.
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5. Exercisable in Installments. This Option shall be exercisable with
respect to the number of shares on and after respective dates or upon the
happening of certain events as set forth in Schedule A. Once exercisable with
respect to a portion of the shares covered by this Option as set forth in
Schedule A, this Option shall remain exercisable thereafter with respect to such
portion until expiration or termination hereunder.
6. Exercise. Subject to Section 5, this Option may be exercised from
time to time in accordance with the terms of this Agreement by written notice
thereof signed and delivered by Optionee (or, in the case of exercise after
death) of Optionee, by the executor, administrator, heir or legatee of Optionee,
as the case may be) to Company at the address set forth herein for notices to
Company. Such notice shall state the number of shares as to which this Option is
exercised, the date of exercise and shall state whether payment of the exercise
price is to be in cash, by delivery of shares of the Company's Common Stock
owned by Optionee or by a combination thereof. The notice shall also state the
place and time for completing the purchase of shares covered by the notice,
which time shall be not later than 15 days after the date of notice. At the date
designated for completion of the purchase, payment for the full exercise price
shall be made, if in cash, by bank cashier's check, and if in Common Stock, by
delivery of certificates of shares of Common Stock duly endorsed for transfer.
At the election of the optionee, the exercise of an option may be made by
sequential delivery of an increasingly greater number of shares of the Common
Stock acquired through the exercise of the option (referred to as "pyramiding")
and in such event, actual delivery and issuance of shares shall not be required
but may be effected through book entries in the Company's records. Any shares of
Common Stock delivered by Optionee in full or partial payment for all or part of
the exercise price shall be valued at the publicly reported price for the last
sale, or the average of the publicly reported closing bid and asked prices, as
applicable, on the last business day preceding the date Company receives such
notice, or, if there are no publicly reported prices of the Company's Common
Stock, at the fair market value of such Common Stock, as determined in good
faith by the Board of Directors of the Company.
7. Withholding. Prior to delivery of any shares purchased upon exercise
of this Option, Company shall determine the amount of any federal or state
income tax, if any, which is required to be withheld under applicable law and
shall collect from Optionee in accordance with the Plan the amount of any such
tax to the extent not previously withheld. Such payment may be in cash or in
shares of Common Stock equal in market value as of the date the purchase of the
option shares is completed to the amount necessary to satisfy the withholding
requirements. At the election of the optionee, the Company shall withhold from
the shares to be
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delivered to the optionee upon exercise of the option such number of shares
equal in market value to the amount necessary to satisfy the withholding
requirement.
8. Rights as Shareholder. Optionee shall not have any rights as a
shareholder with respect to any shares subject to this Option until the date
that a stock certificate for such shares as to which Optionee has exercised this
Option has been issued to Optionee. Company shall issue such certificate as
expeditiously as possible.
9. Employment Rights. The grant of this Option, execution of this
Agreement or exercise of any portion of this Option shall not confer upon
Optionee any right to, or guaranty of, continued employment by the Company, its
parent or any of its subsidiaries, or in any way limit the right of the Company
or such subsidiaries to terminate employment of the Optionee at any time.
10. Termination of Employment, Death and Disability.
(a) In the event the employment of the Optionee by the Company or a
subsidiary shall terminate by retirement or for any reason other than because of
death, physical disability or cause as hereinafter provided, the Option may be
exercised by the Optionee at any time prior to the expiration date of this
Option or the expiration of two years after the date of such termination of
employment, whichever is the shorter period, but only if and to the extent the
Optionee was entitled to exercise this Option at the date of such termination.
If this Option is designated an Incentive Stock Option on Schedule A, then the
period in which the Option may be exercised by the Optionee under this
subsection (a) shall be the shorter of the expiration date of this Option or the
expiration of 90 days after the date of such termination of employment.
(b) In the event of the termination of the Optionee's employment
because of disability (as herein defined), the Option may be exercised by the
Optionee at any time prior to the expiration date of this Option or, if the
Option is designated an Incentive Stock Option on Schedule A, the expiration of
one year after the date of such termination, whichever is the shorter period,
but only if and to the extent the Optionee was entitled to exercise this Option
at the date of such termination. For purposes of this Section 10(b), the
Optionee will be considered to be disabled if the Optionee is unable to engage
in any substantial gainful activity by reason of any medically determinable
mental or physical impairment which can be expected to result in death or which
has lasted or can be expected to last a continuous period of not less than 12
months.
(c) In the event of the death of the Optionee while in
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the employ of the Company or a subsidiary, this Option shall be exercisable at
any time prior to the expiration date of this Option or the expiration of one
year after the date of such death, whichever is the shorter period, but only if
and to the extent the Optionee was entitled to exercise this Option at the date
of such termination and only by the person or persons to whom such optionee's
rights under this Option shall pass by the Optionee's will or by the laws of
descent and distribution of the state or country of the Optionee's domicile at
the time of death.
(d) In the event of termination of the Optionee for cause, this
Option shall automatically terminate as of the first advice or discussion
thereof, and the Optionee shall thereupon have no right to purchase any shares
pursuant to this Option. "Termination for cause" shall mean dismissal for
dishonesty, conviction or confession of a crime punishable by law (except minor
violations), intoxication while at work, fraud, misconduct or disclosure of
confidential information.
To the extent that this Option shall not have been exercised within the limited
periods above provided, all further rights to purchase shares pursuant to this
Option shall cease and terminate at the expiration of such period.
11. Agreement for Purchase and Sale. Upon receipt of notice of exercise
by Company, this Agreement shall become a contract for the purchase and sale of
the shares specified therein which, except as provided herein, shall not be
subject to termination or rescission by either party. If any law or regulation,
whether relating to securities or otherwise, requires the Company to take any
action with respect to any shares prior to the transfer thereof, or prohibits,
limits or delays the issuance thereof, then the date for payment for or delivery
of such shares, or both, shall be extended for the period reasonably necessary
to take and conclude such action, or during the period of such prohibition,
limitation or delay.
12. Securities Regulation.
(a) Compliance; Condition to Exercise. Shares of Common Stock shall
not be issued with respect to this Option unless the exercise of this Option and
the issuance and delivery of such shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the shares may then be listed,
and shall further be subject to the approval of counsel for the Company with
respect to such compliance. Inability of the Company to obtain from any
regulatory body having jurisdiction, the authority deemed
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by the Company's counsel to be necessary for the lawful issuance and sale of any
shares hereunder, shall relieve the Company of any liability in respect of the
non-issuance or sale of shares as to which such requisite authority shall not
have been obtained.
IMPORTANT: THE OPERATION OF THE FEDERAL OR STATE SECURITIES LAWS MAY
PROHIBIT THE ISSUANCE OF STOCK TO CERTAIN OPTIONEES UPON EXERCISE OF
OPTIONS UNLESS A REGISTRATION STATEMENT IS EFFECTIVE. ACCORDINGLY, THE
OPTIONEE HEREUNDER MAY NOT, UNDER CERTAIN CIRCUMSTANCES, BE ABLE TO
EXERCISE THIS OPTION AND PURCHASE STOCK WHEN HE OR SHE DESIRES TO DO SO
OR PRIOR TO ITS EXPIRATION OR TERMINATION. THE COMPANY HAS NO
OBLIGATION TO FILE A REGISTRATION STATEMENT RELATING TO THE SHARES
COVERED BY THIS OPTION.
(b) Representations by Optionee. As a condition to the exercise of
this Option, the Company may require the Optionee to represent and warrant at
the time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such representation is required
by any relevant provision of the laws referred to in Section 12(a). At the
option of the Company, a stop transfer order against any shares may be placed on
the official stock books and records of the Company, and a legend indicating
that the shares may not be pledged, sold or otherwise transferred unless an
opinion of counsel is provided (concurred in by counsel for the Company) stating
that such transfer is not in violation of any applicable law or regulation, may
be stamped on the stock certificate in order to assure exemption from
registration. The Board of Directors may also require such other action or
agreement by the optionees as may from time to time be necessary to comply with
the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE
COMPANY TO UNDERTAKE REGISTRATION OF OPTIONS OR STOCK HEREUNDER.
13. Changes in Capital Structure. In the event that the outstanding
shares of Common Stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation, by reason of any
reorganization, merger, consolidation, reclassification, stock split-up,
combination of shares, or dividend payable in shares, appropriate adjustment
shall be made by the Board of Directors in the number and kind of shares as to
which this Option shall be exercisable as well as corresponding adjustment in
the exercise price per share under each such Option. Such adjustment, if any,
made by the Board of Directors shall be final, binding and conclusive. In the
event of any dissolution or liquidation of the Company, or any reorganization,
merger or consolidation with one or more corporations, in lieu of providing for
options as provided for above in this Section 13, the Board of Directors of the
Company
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may, in its sole discretion, provide a 30-day period immediately prior to such
event during which the Optionee shall have the right to exercise this Option in
whole or in part without any limitations on exercisability.
14. Reservation of Shares. Company shall set aside and reserve for the
term of this Option that number of shares of Common Stock of the Company (or
shares or other securities arising as a result of any adjustments set forth in
Section 12) which will permit Company to perform its obligations under this
Option.
15. Notices. Any notice or demand which either party may give to the
other hereunder shall be in writing and shall be effective when delivered
personally or sent by registered mail, postage prepaid, addressed, if to
Optionee, as set forth on Schedule A and if to Company, as follows:
West Coast Bancorp
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Secretary
Either party may, by notice in writing, direct that future notices or demands be
sent to a different address.
16. The Plan. This Agreement hereby incorporates by reference all of
the provisions of the Plan, and shall in all respects be interpreted and
construed in such manner as to effectuate the intent of the Plan. In the event
of a conflict between the terms of this Agreement and the Plan, the terms of the
Plan shall prevail. All matters of interpretation of the Plan and this
Agreement, including the terms and conditions thereof and hereof and the
definitions of the words used therein and herein, shall be in the sole and final
discretion of the Board of Directors of the Company or authorized committee of
the Board of Directors.
17. Governing Law. This Option shall be governed by the laws of the
state of Oregon.
18. Shareholder Vote. If the Plan has not been approved by the
Shareholders of the Company then this Option is granted subject to the approval
of the Plan by the Shareholders at its next annual meeting. If not so approved,
then this Option shall be void.
Amended this _____ day of _______________________, 1995
WEST COAST BANCORP
By ____________________________
Its Chairman
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OPTION GRANT
SCHEDULE A
1. Name and Address of Optionee:
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2. The date of this Option is:
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3. Date of Grant of this Option:
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4. This Option is ( ) is not ( ) an Incentive Stock Option. No indication
means this Option is not an Incentive Stock Option.
5. Number of shares of Common Stock covered by this Option: shares.
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6. Purchase price per share: $
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7. This Option expires on:
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8. This Option shall become exercisable in increments with respect to the
following numbers of shares as set forth below:
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Once exercisable with respect to any shares, this Option shall remain
exercisable with respect to such shares, subject to Section 10 of this
Option, until expiration or termination.
EXECUTED this day of , 1995.
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OPTIONEE: BANCORP:
WEST COAST BANCORP
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Printed Name
By:
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Signature
Title:
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ACCEPTANCE AND ACKNOWLEDGMENT
I, a resident of the State of __________________, accept the ( )
incentive ( ) nonqualified stock option described above and in the Plan, and
acknowledge receipt of a copy each of this Option Grant, the Plan and the Plan
Summary. I have read and understand the Plan.
Dated: _____________________
_________________________________ _____________________________
Taxpayer I.D. Number Name of Optionee
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NOTICE OF EXERCISE OF STOCK OPTION
To: West Coast Bancorp ("Bancorp")
I, a resident of the State of _______________, hereby exercise my ( )
incentive ( ) nonqualified stock option granted by Bancorp on
______________________, subject to all the terms and provisions thereof and of
the Plan, and hereby notify Bancorp of my desire to purchase ________ shares of
the common stock, without par value per share, of Bancorp ("Common Stock") at
the exercise price of $ _____ per share which were offered to me pursuant to
said option.
I hereby represent and warrant that (1) I have been furnished a copy of
the Plan, the Plan Summary and all information which I deem necessary to
evaluate the merits and risks of the purchase of the Common Stock; and (2) I
have been given the opportunity to obtain any additional information I deem
necessary to verify the accuracy of any information obtained concerning the
Common Stock and Bancorp.
Dated: __________________
______________________________ ______________________________
Taxpayer I.D. Number Printed Name of Optionee
______________________________
Signature of Optionee
Address ______________________
______________________________
______________________________
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RECEIPT
_________________________ hereby acknowledges receipt from
____________________ ("Optionee") in payment for __________ shares of common
stock, without par value ("Common Stock"), of West Coast Bancorp, an Oregon
corporation ("Bancorp"), of $ _________ in the form of:
/ / Cash
/ / Check (personal, cashier's or bank certified)
/ / ___________ shares of Bancorp's Common Stock, fair
market value $ _________ per share held by the
Optionee for a period of at least six months
/ / Copy of irrevocable instructions to Broker
Date: ________________ ______________________________
Signature
______________________________
Printed Name
For: West Coast Bancorp