Attached files
| file | filename |
|---|---|
| EX-10.1 - WEST COAST BANCORP /NEW/OR/ | v208214_ex10-1.htm |
| EX-10.2 - WEST COAST BANCORP /NEW/OR/ | v208214_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
January
12, 2011
WEST
COAST BANCORP
(Exact
name of registrant as specified in charter)
Oregon
(State or
other jurisdiction of incorporation)
0-10997
(SEC File
Number)
93-0810577
(IRS
Employer Identification No.)
|
5335
Meadows Road, Suite 201
|
|
|
Lake
Oswego, Oregon
|
97035
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code:
(503)
684-0884
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
January 12, 2011, West Coast Bancorp (the "Company") entered into an agreement
with Robert D. Sznewajs covering the terms of his employment as President
and Chief Executive Officer. The agreement, effective as of
January 1, 2011, is for a three-year term, expiring December 31,
2013.
General
Terms
The
agreement provides for:
|
|
·
|
An
annual base salary of $420,000.
|
|
|
·
|
Opportunity
for an annual cash bonus. Target annual cash bonus is 50 percent of
the annual base salary.
|
|
|
·
|
Retirement
benefits in accordance with Mr. Sznewajs's supplemental executive
retirement plan as restated January 1,
2011.
|
|
|
·
|
Four
weeks paid vacation each year.
|
|
|
·
|
Participation
in any deferred compensation plan or program available to the Company's
senior executives, all employee pension, welfare and insurance benefit
plans or programs, and fringe benefits available to other senior
executives.
|
Severance
Benefits
In the
event Mr. Sznewajs's employment is terminated during the term of the
agreement by Mr. Sznewajs for "good reason" or by the Company without
"cause," as those terms are defined in the agreement, Mr. Sznewajs will be
entitled to receive all compensation and benefits earned or accrued through the
date of termination, as well as severance benefits as follows:
|
|
·
|
A
cash payment in an amount equal to the sum of: (a) salary due
for the remaining term of the agreement; (b) annualized bonus earned
through the date of termination; (c) if termination occurs in year
one or two, a bonus payment for each remaining year of the term based on
the average of the bonus amount for the year preceding termination and
amounts due under (b) above for the year of termination; and (d) the
sum of his deemed matching contribution and deemed profit sharing
contribution in connection with the Company's 401(k) plan, each as
calculated in accordance with the
agreement.
|
|
|
·
|
Immediate
vesting of all stock options and restricted
stock.
|
|
|
·
|
Continuation
of health plan benefits for Mr. Sznewajs and his spouse for the
remainder of the term, or payment of COBRA coverage premiums for group
coverage of Mr. Sznewajs and his
spouse.
|
|
|
·
|
Life
insurance benefits for the remainder of the
term.
|
-2-
|
|
·
|
The
Company will attempt to extend the Company's health plan coverage to
Mr. Sznewajs or to a group of retired executives including
Mr. Sznewajs, provided such coverage does not adversely affect
premiums of active employees, does not otherwise increase the Company's
costs, and is paid for solely by retired
executives.
|
Benefits
payable to Mr. Sznewajs are generally not subject to mitigation or offset,
including in the event Mr. Sznewajs takes another position following
termination. If Mr. Sznewajs's employment terminates under
circumstances that trigger payments due under his change in control agreement,
however, Mr. Sznewajs will receive benefits payable under that agreement
rather than severance benefits under his employment agreement, other than
payments due for compensation and benefits earned or accrued through the date of
termination.
The above
summary description of the employment agreement is qualified in its entirety by
the full text of the agreement, a copy of which is filed as Exhibit 10.1 to
this report and incorporated by reference.
In
connection with Mr. Sznewajs' entry into his employment agreement, the
Supplemental Executive Retirement Plan ("SERP"), dated August 1, 2003, as
amended, between Mr. Sznewajs and the Company was restated, also effective as of
January 1, 2011. No amendments were made to the SERP. A
copy of Mr. Sznewajs' restated SERP is filed as Exhibit 10.2 to this
report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
The following exhibits are filed with
this Form 8-K:
|
10.1
|
Employment
Agreement, effective as of January 1, 2011, between Robert D. Sznewajs and
the Company, as executed January 12, 2011.
|
|
10.2
|
Restated
Supplemental Executive Retirement Plan, dated January 1, 2011, between
Robert D. Sznewajs and the Company, originally effective as of August 1,
2003.
|
-3-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
WEST
COAST BANCORP
|
|||
|
Dated: January 12,
2011
|
By:
|
/s/
David C. Bouc
|
|
|
David
C. Bouc
Executive
Vice President and Secretary
|
|||
-4-