EXHIBIT 99.2
EVERGREENBANCORP, INC. AMENDED 2000 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION LETTER AGREEMENT
(FOR DIRECTORS)
TO: _________________________
The Plan Administrator of the EvergreenBancorp, Inc. Amended 2000 Stock
Option Plan (the "Plan") is pleased to inform you that you have been selected to
receive a grant of a nonqualified stock option under the Plan. Subject to the
terms and conditions set forth below and in the Plan, you are hereby granted a
nonqualified stock option under the Plan for the purchase of _____ shares of the
Common Stock (or a successor class of stock) of EvergreenBancorp, Inc. ( "the
Company") at an exercise price of $ _______. A copy of the Plan is attached and
incorporated into this Agreement by reference.
TERM: The term of the option is three years and three months from the date
of this Agreement and therefore, to the extent not exercised, will automatically
terminate on , unless sooner terminated.
EXERCISE: During your lifetime, only you can exercise the option. The Plan
also provides for exercise of the option by the personal representative of your
estate or the beneficiary thereof following your death. You may use the Notice
of Exercise of Nonqualified Stock Option in the form attached to this Agreement
when you exercise the option.
PAYMENT FOR SHARES: At the discretion of the Plan Administrator, the
option may be exercised by the delivery of cash, personal check (unless the Plan
Administrator decides at the time of exercise not to accept a personal check),
bank certified or cashier's check, or Company stock. At the sole discretion of
the Plan Administrator, all or part of the required payment may be pursuant to
an alternative arrangement, according to the terms dictated by the Plan
Administrator and the Plan.
TERMINATION: If your term as a Director expires and you are not reelected,
or if you resign from your position on the board or are otherwise removed from
the board, then the unvested portion of the option will expire. If you are
removed from the board for "cause," as defined in the Plan, your entire
unexercised option immediately terminates, including vested and unvested
amounts. If you are no longer a director for reasons other than cause, and for
other than death or disability, vested portions of outstanding options may be
exercised for up to three months following the last day you are a director of
the board, unless the term of the option expires sooner. If you are no longer a
member of the board due to death or "permanent and total disability" (as defined
in the Plan), you (or your estate or beneficiary) may exercise the vested
portion of your option for one year following your termination, unless the term
of the option expires sooner.
TRANSFER OF OPTION: The option is not transferable except by will or by
the applicable laws of descent and distribution, except that you may (with the
Plan Administrator's consent) transfer the option to a revocable trust you have
created for the benefit of your family members, to an immediate family member,
or to a partnership in which only family members or family trusts are partners.
VESTING:
PERIOD OF YOUR CONTINUOUS TERM AS A DIRECTOR PORTION OF TOTAL OPTION WHICH
WITH THE COMPANY FROM THE DATE OF THIS LETTER IS EXERCISABLE
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After 1 year 33-1/3%
After 2 years 66-2/3%
After 3 years 100%
TAXATION: The date of grant of this option is . If you exercise the option
and receive Common Stock of the Company, you will have taxable income in an
amount equal to the difference between the fair market value of the stocks (as
of the date of exercise) and the exercise price you pay. Because this amount is
taxed as compensation, it may require the Company to withhold income and payroll
taxes from other income paid to you. You should consider obtaining tax advice
before exercising your option.
YOUR PARTICULAR ATTENTION IS DIRECTED TO SECTION 8 OF THE PLAN, WHICH
DESCRIBES CERTAIN IMPORTANT CONDITIONS RELATING TO FEDERAL AND STATE SECURITIES
LAWS THAT MUST BE SATISFIED BEFORE THE OPTION CAN BE EXERCISED AND BEFORE THE
COMPANY CAN ISSUE ANY SHARES TO YOU. THE COMPANY HAS NO OBLIGATION TO REGISTER
THE SHARES THAT WOULD BE ISSUED UPON THE EXERCISE OF YOUR OPTION, AND IF IT
NEVER REGISTERS THE SHARES, YOU MAY NOT BE ABLE TO SELL THE SHARES YOU RECEIVE
UPON EXERCISE. AT THE PRESENT TIME, EXEMPTIONS FROM REGISTRATION UNDER FEDERAL
AND STATE SECURITIES LAWS ARE VERY LIMITED AND MIGHT BE UNAVAILABLE TO YOU PRIOR
TO THE EXPIRATION OF THE OPTION. CONSEQUENTLY, YOU MIGHT HAVE NO OPPORTUNITY TO
EXERCISE THE OPTION AND RECEIVE, UPON SUCH EXERCISE, SHARES CAPABLE OF BEING
RESOLD.
Very truly yours,
EVERGREENBANCORP, INC.
By________________________
ACCEPTANCE AND ACKNOWLEDGMENT
I, as a resident of the State of Washington, accept the nonqualified stock
option described above and in the EvergreenBancorp 2000 Stock Option Plan and
acknowledge receipt of a copy of this Agreement, including a copy of the Plan. I
have reviewed the Plan and am aware of its terms, including the provisions of
Section 8.
Dated: _______________ __________________________
Signature of Optionee
By his or her signature below, the spouse of the Optionee, if such
Optionee is legally married as of the date of this Agreement, acknowledges that
having read this Agreement and the Plan, and being familiar with the terms and
provisions thereof, agrees to be bound by all the terms and conditions of this
Agreement and the Plan.
Dated: _______________ __________________________
Spouse's Signature
__________________________
Printed Name
By his or her signature below, the Optionee represents that he or she is
not legally married as of the date of this Agreement.
Dated: _______________ __________________________
Signature of Optionee
