RECITALSVoting Agreement • January 3rd, 2002 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 5th, 2000 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
Exhibit 10 Change in Control Agreements with Executive Officers WASHINGTON TRUST BANCORP, INC. 23 BROAD STREET WESTERLY, RHODE ISLAND 02891Change in Control Agreement • November 15th, 1999 • Washington Trust Bancorp Inc • State commercial banks
Term of Agreement Number Times Base Amount Executive Officer (Sections 3, 4 and 13) (Section 5 a) ------------------- ----------------------- ------------------------ John C. Warren President and Chief Executive Officer 3 years 3 times David V....Change of Control Agreement • August 13th, 1997 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
SECOND AMENDMENT TO THE TRUST AGREEMENT UNDER THE WASHINGTON TRUST COMPANY SUPPLEMENTAL PENSION BENEFIT AND PROFIT SHARING PLANTrust Agreement • May 14th, 2002 • Washington Trust Bancorp Inc • State commercial banks
EXHIBIT 10.a Washington Trust Bancorp, Inc. NONCOMPETITION AGREEMENT This Noncompetition Agreement (the "Agreement") is made and entered into as of April 16, 2002, by and between Washington Trust Bancorp, Inc. (the "Company") and Patrick J. Shanahan,...Noncompetition Agreement • August 14th, 2002 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
VOTING AGREEMENTVoting Agreement • April 28th, 1999 • Washington Trust Bancorp Inc • State commercial banks
EXHIBIT 4.a Washington Trust Bancorp, Inc. Amended and Restated Rights AgreementRights Agreement • August 14th, 2002 • Washington Trust Bancorp Inc • State commercial banks
ADOPTION AGREEMENT FOR The Washington Trust Company NONQUALIFIED DEFERRED COMPENSATION PLANAdoption Agreement • February 12th, 1999 • Washington Trust Bancorp Inc • State commercial banks
WAIVER ------Waiver • May 10th, 1999 • Washington Trust Bancorp Inc • State commercial banks
AGREEMENT AND PLAN OF MERGER By and Among WASHINGTON TRUST BANCORP, INC. ("BUYER") and FIRST FINANCIAL CORP. ("SELLER")Merger Agreement • November 14th, 2001 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
Exhibit 10.m EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made on August 24, 1999 (the "Commencement Date"), by and between The Washington Trust Company of Westerly, a Rhode Island financial institution with its headquarters...Employment Agreement • March 16th, 2001 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 3rd, 2008 • Washington Trust Bancorp Inc • State commercial banks • New York
This Share Purchase Agreement (this “Agreement”) is dated as of October 2, 2008, by and among Washington Trust Bancorp, Inc., a Rhode Island corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Exhibit 10.3 FIRST FINANCIAL CORP. FIRST BANK AND TRUST COMPANY November 12, 2001 Patrick J. Shanahan, Jr. 10 Celestia Court North Kingstown, RI 02903 Washington Trust Bancorp, Inc. 23 Broad Street Westerly, RI 02891 Re: SECOND AMENDED AND RESTATED...Employment Agreement • January 3rd, 2002 • Washington Trust Bancorp Inc • State commercial banks
NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES UNDER WASHINGTON TRUST BANCORP, INC.Non-Qualified Stock Option Agreement • November 7th, 2022 • Washington Trust Bancorp Inc • State commercial banks
Name of Optionee: #ParticipantName# No. of Option Shares: #QuantityGranted# Option Exercise Price per Share: $#GrantDateFMV# [FMV on Grant Date] Grant Date: #GrantDate# Expiration Date: #ExpirationDate#
PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • May 7th, 2020 • Washington Trust Bancorp Inc • State commercial banks
Pursuant to the Washington Trust Bancorp, Inc. 2013 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Washington Trust Bancorp, Inc. (the “Corporation”) hereby grants a Performance Share Unit Award (an “Award”) to the Grantee named above. No shares of Stock shall be issued unless the provisions of Paragraph 2, 3, 4 or 5 are satisfied.
Washington Trust Bancorp, Inc. Third Amendment to The Washington Trust Company Nonqualified Deferred Compensation PlanNonqualified Deferred Compensation Plan • May 7th, 2004 • Washington Trust Bancorp Inc • State commercial banks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2008 • Washington Trust Bancorp Inc • State commercial banks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 2, 2008, by and among Washington Trust Bancorp, Inc., a Rhode Island corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
Exhibit 8.2 [ADLER POLLOCK & SHEEHAN P.C. LETTERHEAD] May 10, 1999 PierBank, Inc. 730 Kingstown Road South Kingstown, Rhode Island 02879 Re: Merger of PierBank, Inc., with and into The Washington Trust...Merger Agreement • May 10th, 1999 • Washington Trust Bancorp Inc • State commercial banks
This opinion is delivered to you in our capacity as counsel to PierBank, Inc., a Rhode Island chartered bank ("Bank"), in connection with the treatment for federal income tax purposes of the proposed merger (the "Merger") of Bank, with and into The Washington Trust Company of Westerly, a Rhode Island chartered trust company ("WTC") and a wholly owned subsidiary of Washington Trust Bancorp, Inc., a Rhode Island corporation ("Parent"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of February 22, 1999, by and among Parent, WTC and Bank. This opinion relates to the qualification of the proposed Merger as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), the status of Parent, WTC and Bank as parties to such proposed reorganization within the meaning of Section 368(b) of the Code and, if the Merger is effectuated, the treatment for federal income tax purposes of the stockholders of the Bank wh
DEFERRED STOCK UNIT AWARD AGREEMENTDeferred Stock Unit Award Agreement • November 6th, 2017 • Washington Trust Bancorp Inc • State commercial banks
Pursuant to the Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan (the “Plan”) as amended through the date hereof, Washington Trust Bancorp, Inc. (the “Corporation”) hereby grants a Deferred Stock Unit Award (an “Award”) to the Grantee named above. No shares of Stock shall be issued unless the provisions of Paragraph 2, 3, 4 or 5 are satisfied.
Amended and Restated Change in Control AgreementChange in Control Agreement • November 6th, 2014 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
AGREEMENT made as of this __________ day of _________________ by and among Washington Trust Bancorp, Inc., a Rhode Island corporation with its principal place of business in Westerly, Rhode Island (the “Corporation”), The Washington Trust Company of Westerly, a Rhode Island banking corporation with its principal place of business in Westerly, Rhode Island (the “Bank”) and _______________ (the “Executive”), an individual presently employed as an executive of the Bank. This Agreement supersedes and fully replaces any previous executive severance agreement.
WASHINGTON TRUST BANCORP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent SHAREHOLDER RIGHTS AGREEMENT Dated as of AUGUST 17, 2006Shareholder Rights Agreement • August 21st, 2006 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
Shareholder Rights Agreement, dated as of August 17, 2006, between Washington Trust Bancorp, Inc., a Rhode Island corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES UNDER WASHINGTON TRUST BANCORP, INC.Restricted Stock Unit Award Agreement • August 6th, 2024 • Washington Trust Bancorp Inc • State commercial banks
Pursuant to the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan as amended through the date hereof (the “Plan”), Washington Trust Bancorp, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0625 per share (the “Stock”), of the Company.
EXHIBIT 10.a Washington Trust Bancorp, Inc. Amendment to Change in Control Agreements with Executive Officers Amendment to Executive Severance Agreement The Agreement made as of February 10, 2000 by and among Washington Trust Bancorp, Inc., a Rhode...Executive Severance Agreement • November 13th, 2001 • Washington Trust Bancorp Inc • State commercial banks
ContractExecutive Severance Agreement • February 25th, 2008 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
The form of Executive Severance Agreement (the “Agreement”) contains blanks where the multiple of the executive’s base amount and the term of continued benefits provided under the Agreement vary for certain executives. The executive officers who entered into the Agreement, the multiple of the executive’s base amount and the term of continued benefits provided under the Agreement are listed in the following chart:
EMPLOYMENT SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMSEmployment Separation Agreement • June 13th, 2013 • Washington Trust Bancorp Inc • State commercial banks
This Employment Separation Agreement And Release Of All Claims (the “Agreement”) is made by and between Galan G. Daukas (the “Executive”), on the one hand, and Washington Trust Bancorp, Inc. (including its subsidiaries and affiliates; and the officers, directors, employees, agents and assignees of Washington Trust Bancorp, Inc. and those of its subsidiaries and affiliates) (collectively, the “Company”) on the other hand. The Company and the Executive are referred to herein as the “Parties.”
EXHIBIT INDEX Exhibit No. Description 2.1 Agreement and Plan of Merger dated April 24, 2000 among Washington Trust Bancorp, Inc., The Washington Trust Company, PhxIMC Acquisition Corp., Phoenix Investment Management Company, Inc., Gerald J. Fogarty...Merger Agreement • July 3rd, 2000 • Washington Trust Bancorp Inc • State commercial banks
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 8th, 2014 • Washington Trust Bancorp Inc • State commercial banks
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER washington trust bancorp, inc. 2022 long term INCENTIVE PLANRestricted Stock Unit Award Agreement • April 26th, 2022 • Washington Trust Bancorp Inc • State commercial banks
Pursuant to the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan as amended through the date hereof (the “Plan”), Washington Trust Bancorp, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0625 per share (the “Stock”) of the Company.
ContractChange in Control Agreement • November 6th, 2014 • Washington Trust Bancorp Inc • State commercial banks
The form of Amended and Restated Change in Control Agreement (the “Agreement”), filed as Exhibit 10.2 herewith contains blanks where the multiple of the executive’s base amount and the term of continued benefits provided under the Agreement vary for certain executives. On September 30, 2014, the Registrant entered into such an Agreement with the executive officer below, providing continued benefits for the term, and at the multiple of such executive's base amount, as listed in the following chart:
Amendment No. 1 to Stock Purchase AgreementStock Purchase Agreement • February 27th, 2009 • Washington Trust Bancorp Inc • State commercial banks
Amendment No. 1, dated as of December 24, 2008 (“Amendment No. 1”), to the Stock Purchase Agreement, dated as of March 18, 2005 (the “Purchase Agreement”), by and between Washington Trust Bancorp, Inc., a Rhode Island corporation (the “Buyer”), Weston Financial Group, Inc., a Massachusetts corporation (the “Company”), I. Richard Horowitz, Joseph Robbat, Jr., Douglas A. Biggar, Wayne M. Grzecki, Robert I. Stock and Ronald A. Sugameli (those individuals, collectively, the “Principals”), and the Persons listed on the signature page to the Purchase Agreement under the heading “Other Shareholders” (the Principals and the Other Shareholders are referred to herein collectively as the “Shareholders”).
ContractExecutive Compensation Agreement • November 23rd, 2005 • Washington Trust Bancorp Inc • State commercial banks • Rhode Island
The form of Agreement contains blanks where the multiple of the executive’s base amount and the term of continued benefits provided under the Agreement vary for certain executives. The executive officers who entered into the Agreement, the multiple of the executive’s base amount and the term of continued benefits provided under the Agreement are listed in the following chart:
WASHINGTON TRUST BANCORP, INC. (a Rhode Island corporation) 1,911,764 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2024 • Washington Trust Bancorp Inc • State commercial banks • New York
Washington Trust Bancorp, Inc., a Rhode Island corporation (the “Company”), and The Washington Trust Company, of Westerly, a Rhode Island bank (the “Bank”), each confirms its respective agreements with BofA Securities, Inc. (the “Underwriter”) with respect to (i) the sale by the Company and the purchase by the Underwriter of 1,911,764 shares of Common Stock, par value $0.0625 per share, of the Company (“Common Stock”) and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 286,764 additional shares of Common Stock. The aforesaid 1,911,764 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 286,764 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES UNDER THE WASHINGTON TRUST BANCORP, INC.Performance Restricted Stock Unit Award Agreement • August 6th, 2024 • Washington Trust Bancorp Inc • State commercial banks
Pursuant to the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan as amended through the date hereof (the “Plan”), Washington Trust Bancorp, Inc. (the “Company”) hereby grants an award of the number of Performance Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Performance Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0625 per share (the “Stock”), of the Company.
RESTRICTED STOCK AGREEMENT FOR EMPLOYEESRestricted Stock Agreement • May 8th, 2014 • Washington Trust Bancorp Inc • State commercial banks • Washington
Pursuant to the Washington Trust Bancorp, Inc. 2013 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Washington Trust Bancorp, Inc. (the “Corporation”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of common stock, par value U.S. $0.0625 per share (the “Stock”) of the Corporation specified above, subject to the restrictions and conditions set forth herein and in the Plan. Any consideration due to the Corporation with respect to the par value of the Stock will be satisfied in the form of cash or by past or future services rendered to the Corporation by the Grantee or such other form of consideration as is acceptable to the Administrator.
