EXHIBIT 10.2(B)
FORM OF 1999 INCENTIVE STOCK OPTION
PLAN AGREEMENT FOR EMPLOYEES
OPTION FOR PURCHASE OF STOCK UNDER THE
WESTSOUND BANK 1999 STOCK OPTION PLAN
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FOR VALUABLE CONSIDERATION, WESTSOUND BANK (the "Bank") does on
___________, 2006, hereby grant to ___________________ (the "Optionee"), the
option to purchase _____ shares of $1.00 par value common stock of WSB Financial
Group, Inc., the Bank's parent company which adopted the Plan as of July 25,
2005 (the "Option Shares"), for a price of $_____ per share, subject to the
following terms and conditions.
1. The right to purchase the Option Shares under this Option shall vest as
follows:
___ Option Shares shall vest on ___________, 2007;
___ Option Shares shall vest on ___________, 2008;
___ Option Shares shall vest on ___________, 2009;
___ Option Shares shall vest on ___________, 2010; and
___ Option Shares shall vest on ___________, 2011.
2. The right to purchase the Option Shares which have vested shall expire
at the earliest of the following:
(a) Ten (10) years from the date of grant;
(b) Immediately upon termination of Optionee's employment for fraud or
willful misconduct;
(c) Three (3) months after voluntary or involuntary (other than under
2(b)) termination of Optionee's employment or retirement; or
(d) Twelve (12) months after Optionee's disability or death.
3. All Options granted hereunder which have not vested on the date of
termination of employment shall lapse as of that date. Provided, however, in the
event Optionee's termination of employment is due to disability or death, the
option to purchase Option Shares shall continue to vest according to the
provisions of Section 1 until expiration of the twelve (12) month period
specified in Section 2(d).
4. A termination of employment shall not be deemed to occur by reason of
(i) the transfer of the Optionee from employment by the Bank to employment by a
subsidiary or parent of the Bank; or (ii) the transfer of Optionee from
employment by a subsidiary or parent of the Bank to employment by the Bank or by
another subsidiary or parent of the Bank.
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5. This Option may be exercised at different times for portions of the
total number of Option Shares for which the right to purchase shall have vested
hereunder, provided that in no event shall the Option be exercised for a
fraction of a share.
6. The aggregate number of Option Shares for which this Option is granted
and the price per share thereof shall be proportionately adjusted for any
increase or decrease in the number of outstanding shares of common stock of the
Bank resulting from a stock split or reverse split of shares or any other
capital adjustment or the payment of a stock dividend or other increase or
decrease in such shares effected without receipt of consideration by the Bank
excluding any decrease arising from the purchase of shares for the treasury. If
the adjustment would result in a fractional Option Share, the Optionee shall be
entitled to one additional Option Share, provided that the total number of
Option Shares to be granted under the 1999 Stock Option Plan (the "Plan") shall
not be increased above the equivalent number of shares approved by the
shareholders.
7. In the event of a change in control of the Bank, all then-outstanding
Options (including Options not yet vested) shall immediately become vested and
exercisable. For purposes of the Plan, a "change in control" of the Bank occurs
if:
(a) Any "person" (defined as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act, as amended) is or becomes the beneficial owner,
directly or indirectly, of securities of the Bank representing 20 percent or
more of the combined voting power of the Bank's outstanding securities then
entitled to vote for the election of directors; or
(b) A majority of the members of the Bank's Board of Directors become
individuals other than Continuing Directors. A "Continuing Director" means any
original member and any later-appointed or elected member of the Board of
Directors specifically designated as a Continuing Director at a meeting of the
Board of Directors at which a majority of the votes cast in favor of such person
being designated a Continuing Director were cast by Continuing Directors; or
(c) The Board of Directors shall approve the sale of all or
substantially all of the assets of the Bank; or
(d) The Board of Directors shall approve any merger, consolidation,
issuance of securities or purchase of assets, the result of which would be the
occurrence of any event described in (a) or (b), above.
8. In the event of the merger or other reorganization of the Bank with or
into any other corporation, or in the event of a sale of substantially all of
the assets of the Bank, or in the event of a dissolution or liquidation of the
Bank, (i) all outstanding and unexercised Options shall become immediately
exercisable, and (ii) such Options shall either be assumed by the successor
corporation, or parent thereof, in the reorganization transaction described
above or be replaced with a comparable award for the purchase of shares of the
capital stock of the successor corporation, except that if such Options are not
so assumed or replaced, then (iii) the Board of Directors may, in the exercise
of its sole discretion, terminate all outstanding Options as of a date fixed by
the Board of Directors, which may be sooner than the originally stated option
term. The Board of Directors shall notify the Optionee of such action in writing
not less than sixty (60) days
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prior to the termination date fixed by the Board of Directors, and Optionee
shall have the right to exercise his Option to and including said termination
date.
9. This is not an employment contract and while the benefits, if any, of
this Option are an incident of the Optionee's employment with the Bank, the
terms and conditions of such employment are otherwise wholly independent hereof.
10. No Option granted hereunder shall be transferable, whether by operation
of law or otherwise, other than to a spouse, by will or the laws of descent and
distribution or incident to marital dissolution, and any Option granted
hereunder shall be exercisable, during the lifetime of the holder, only by such
holder. Any attempted assignment, transfer, 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. The Bank shall have the right to terminate the Option, in the
event of any such assignment, transfer, pledge, hypothecation, other disposition
of the Option, or levy of attachment or similar process, by notice to that
effect to the person then entitled to exercise the Option; provided, however,
that termination of the Option hereunder shall not prejudice any rights or
remedies which the Bank may have under this Option to Purchase Stock or
otherwise.
11. Any dispute or disagreement which shall arise under, as a result of, or
in any way relate to the interpretation or construction of this Option to
Purchase Stock shall be determined by a committee appointed by the Board of
Directors of the Bank under the 1999 Stock Option Plan or, in the event the Plan
shall at the time be administered by the Board of Directors of the Bank, then by
such Board of Directors. Any such determination made hereunder shall be final,
binding and conclusive for all purposes.
12. This Option is subject to the Plan, a copy of which will be provided to
the Optionee upon written request. The terms and provisions of the Plan
(including any subsequent amendments thereto) are incorporated herein by
reference. In the event of a conflict between any term or provision contained
herein and a term or provision of the Plan, the applicable terms and provisions
of the Plan will govern and prevail. All definitions of words and terms
contained in the Plan are applicable to this Option.
13. An Option shall be deemed exercised when written notice of such
exercise has been given to the Bank at its principal business office by the
person entitled to exercise the Option and full payment in cash or cash
equivalents (or with shares of Common Stock as hereafter provided) for the
shares with respect to which the Option is exercised has been received by the
Bank. As soon as practicable after any proper exercise of an Option in
accordance with the provisions of this Plan, the Bank shall deliver to the
Optionee at the main office of the Bank, or such other place as shall be
mutually acceptable, a certificate or certificates representing the shares of
Common Stock as to which the Option has been exercised.
The Optionee may elect to pay for all or some of the shares of Common Stock
underlying the Option with shares of Common Stock of the Bank previously
acquired and owned at the time of exercise by the Optionee, subject to all
restrictions and limitations of applicable laws, rules, and regulations,
including Section 424(c)(3) of the Internal Revenue Code, and provided that the
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Optionee makes representations and warranties satisfactory to the Bank regarding
his or her title to the shares used to effect the purchase, including without
limitation representations and warranties that the Optionee has good and
marketable title to such shares free and clear of any and all liens,
encumbrances, charges, equities, claims, security interests, options or
restrictions and has full power to deliver such shares without obtaining the
consent or approval of any person or governmental authority other than those
which have already given consent or approval in a form satisfactory to the Bank.
The equivalent dollar value of the shares used to effect the purchase shall be
the fair market value of the shares on the date of the purchase as determined by
the Board of Directors in its sole discretion, exercised in good faith.
14. The grant of Options hereunder and the issuance of Common Stock
pursuant to the exercise of such Options is conditioned upon the Bank's
reservation of the right to withhold, in accordance with any applicable law,
from any compensation payable to the Optionee, any taxes required to be withheld
by federal, state or local law as a result of the grant or exercise of any such
Option.
15. This Option is intended to be, and shall be construed as, an Incentive
Stock Option under Section 422 of the Internal Revenue Code; provided, however,
to the extent the exercise price of any Incentive Stock Options that vest in any
one calendar year exceeds $100,000, the balance of such Options shall be
Non-Qualified Stock Options (see paragraph 6(a) of the Plan).
16. This Option is granted pursuant to, and is controlled by, the Plan.
17. All obligations imposed upon the Optionee, and all rights granted to
the Bank, hereunder or as stipulated in the Plan shall be binding upon the
Optionee's heirs, legal representatives and successors.
18. THE FOREGOING TERMS OF THIS OPTION NOTWITHSTANDING, THE BANK RETAINS
THE ABSOLUTE RIGHT TO REQUIRE OPTIONEE TO EITHER EXERCISE OR FORFEIT OPTIONEE'S
OUTSTANDING OPTIONS THAT ARE VESTED BUT UNEXERCISED, IF THE BANK IS DIRECTED TO
DO SO BY THE BANK'S THEN PRIMARY FEDERAL REGULATOR.
EXECUTED at Bremerton, Washington this ____ day of _____________, 2006.
WSB FINANCIAL GROUP, INC.
WESTSOUND BANK
By:
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Xxxxx X. Xxxxxxx, President/CEO
OPTIONEE
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