EXHIBIT 10.2(A)
FORM OF 1999 INCENTIVE STOCK OPTION
PLAN AGREEMENT FOR DIRECTORS
OPTION FOR PURCHASE OF STOCK UNDER
THE WESTSOUND BANK 1999 STOCK OPTION PLAN
FOR VALUABLE CONSIDERATION, WESTSOUND BANK (the "Bank") on ___________,
2006, grants 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"), at a price of $_____ per share, subject to the terms set forth
hereafter in this Stock Option Grant ("Option").
1. The right to purchase the Option Shares under this Option shall vest and
become exercisable as follows:
_____ Option Shares shall vest on ___________, 2006.
2. The right to purchase the Option Shares shall expire no later than
___________, 2016 (the "Expiration Date"), and may expire earlier under
paragraph 3 hereof.
3. Should Optionee's service as a member of the Board of Directors of the
Bank ("Director") cease while this Option remains outstanding, then the option
term specified herein shall terminate (and this Option shall cease to be
outstanding) prior to the Expiration Date in accordance with the following
provisions:
(a) Should Optionee cease to serve as a Director for any reason (other
than death or permanent disability as that term is defined in Section 22(e)(3)
of the Internal Revenue Code ["Permanent Disability"]) while this Option is
outstanding, then the period for exercising this Option shall be limited to a
three-month period commencing with the date of such cessation of service as a
Director, but in no event shall this Option be exercisable at any time after the
Expiration Date. During such limited period of exercisability, this Option may
not be exercised in the aggregate for more than the number of Option Shares (if
any) in which Optionee is vested on the date of his or her cessation of service
as a Director. Upon the EARLIER of (i) the expiration of such three-month period
or (ii) the specified Expiration Date, the Option shall terminate and cease to
be exercisable with respect to any vested Option Shares for which the Option has
not been exercised.
(b) Should Optionee die during the three-month period following his or
her cessation of service as a Director and hold this Option, at the time of his
or her death, then the personal representative of Optionee's estate or the
person or persons to whom the Option is transferred pursuant to Optionee's will
or in accordance with the laws of descent and distribution shall have the right
to exercise this Option for any or all of the Option Shares in which Optionee is
vested at the time of Optionee's cessation of service as a Director (less any
Option Shares purchased by Optionee after such cessation of service as a
Director but prior to death). Such right of exercise shall terminate, and this
Option shall accordingly cease to be exercisable for such vested Option
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Shares, upon the EARLIER of (i) the expiration of the three-month period
measured from the date of Optionee's cessation of service as a Director or (ii)
the specified Expiration Date.
(c) Should Optionee cease to serve as a Director by reason of death or
Permanent Disability, then all Option Share at the time subject to this Option
but not otherwise vested shall vest in full so that this Option may be exercised
for any or all of the Option Shares as fully vested shares of Common Stock at
any time prior to the EARLIER of (i) the expiration of the twelve-month period
measured from the date of Optionee's cessation of service as a Director or (ii)
the specified Expiration Date, whereupon this Option shall terminate and cease.
(d) Upon Optionee's cessation of service as a Director for any reason
other than death or Permanent Disability, this Option shall immediately
terminate and cease to be outstanding with respect to any and all Option Shares
in which Optionee is not otherwise at that time vested in accordance with the
vesting schedule set forth in paragraph 2 hereof or the special vesting
acceleration provisions of paragraph 6, below.
4. 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.
5. 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 repurchase of shares by the Bank. 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 Westsound Bank 1999 Stock Option Plan (the
"Plan") shall not be increased above the equivalent number of shares approved by
the shareholders.
6. In the event of the merger or other reorganization of the Bank with or
into any other corporation (other than through formation of a one bank holding
company of which the shareholders are essentially the same as those of the Bank,
see paragraph 7), or in the event of a sale of substantially all of the assets
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 Directors may, in the
exercise of its sole discretion, terminate all outstanding Options as of a date
fixed by the Directors, which may be sooner than the originally stated option
term. The Directors shall notify the Optionee of such action in writing not less
than sixty (60) days prior to the termination date fixed by the Directors, and
Optionee shall have the right to exercise his Option to and including said
termination date.
7. If the Bank is reorganized to become a subsidiary of a one-bank holding
company, the shareholders of which are essentially the same as those of the
Bank, any Option granted hereunder shall pertain and apply to the securities or
other property (if any) of the bank holding
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company to which a holder of the number of shares of common stock subject to the
Option would have been entitled.
8. Nothing in this Option or in the Plan shall interfere with or otherwise
restrict in any way the rights of the Bank and the Bank's shareholders to remove
Optionee from the Board at any time in accordance with the provisions of
applicable law.
9. This Option is not assignable, and may be exercised only by the Optionee
or person to whom the right under the Option shall pass by will or the laws of
descent and distribution or otherwise because of the death of the Optionee. 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 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 or otherwise.
10. 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 shall be
determined by a committee appointed by the Directors of the Bank under the Plan
or, in the event the Plan shall at the time be administered by the Directors of
the Bank, then such Directors. Any such determination made hereunder shall be
final, binding and conclusive for all purposes.
11. 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
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 Directors in their sole discretion, exercised in good faith.
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12. 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.
13. This Option is a non-qualified option, and is specifically not intended
to be an Incentive Stock Option under Section 422 of the Internal Revenue Code
of 1986, as amended.
14. This Option is granted pursuant to, and is controlled by, the Plan.
15. This Option shall be governed by the laws of the State of Washington.
16. 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.
17. 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 the day and year first above written.
WSB FINANCIAL GROUP, INC.
WESTSOUND BANK
By:
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Xxxxx X. Xxxxxxx, President/CEO
OPTIONEE
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