EXHIBIT 99.2
INCENTIVE STOCK OPTION
AND LIMITED RIGHTS AGREEMENT
FOR
GLACIER BANCORP, INC.
1995 EMPLOYEE'S STOCK OPTION PLAN
INCENTIVE STOCK OPTION AND LIMITED RIGHTS AGREEMENT made as of
________, 200_ between Glacier Bancorp, Inc. (the "Company") and EMPLOYEE NAME
(the "Participant"). For purposes of this Agreement the defined terms contained
herein shall have the same meanings as those contained in the Glacier Bancorp,
Inc. 1995 Employee's Stock Option Plan.
Whereas, pursuant to the Glacier Bancorp, Inc. 1995 Employee's Stock
Option Plan ("the "Plan"), the Company intends to provide incentives to key
employees of the Company and its Affiliates by providing them with opportunities
for stock ownership, the Compensation Committee of the Board of Directors (the
"Committee") hereby grants the Participant an option to purchase shares of the
Company's common stock, par value $.01 per share of the Company (the "Common
Stock"), which option shall be, to the extent permitted by the application of
section 422A(d) of the Internal Revenue Code of 1986, as amended, an Incentive
Stock Option (the "Option"), and Limited Rights with respect thereto.
To evidence the grant of the option and Limited Rights and subject to
the terms and conditions as provided in the Plan, the Company and the
Participant hereby agree as follows:
1. GRANT OF OPTION. The Company hereby evidences and confirms its
grant to the Participant, effective on ____________, 200_ of
the Option to purchase _____ SHARES of Common Stock, with
Limited Rights attached to all such shares, at an exercise
prices of $____ per share (the "Exercise Price"), which has
been determined to be the Fair Market Value of the underlying
shares of Common Stock on the Date of Grant, Fair Market Value
is the price of the stock at the close of market on the
effective date. In the event the Participant owns more than 10
percent of the outstanding shares of Common Stock of the
Company, determined pursuant to Section 8.1(c) of the Plan,
the Exercise Price for shares of the Company's Common Stock
shall not be less than 110 percent of the Fair Market Value of
such shares as of the date this Option is granted. The Option
and Limited Rights shall be subject to the provisions of the
Plan and this Agreement.
2. TERM AND EXERCISE OF OPTION. The term of the Option will be
for a period of 5 years, beginning on ______________ and
ending on ______________. Except as otherwise provided herein,
the option shall not be exercised unless and until the
Optionee shall have remained in the continuous employ of the
Company for 24 months from the date hereof, and thereafter may
be exercised at any time prior to its termination; provided
that the Committee may, in its sole discretion, accelerate the
time or times at which the Option may be exercised, either in
whole or in part. In the event of a Change in Control, the
Option becomes immediately exercisable and the Participant may
exercise Limited Rights with respect thereto during the term
of the Option. To the extent that the option becomes
exercisable on any such date but is not exercised, it may be
exercised on any subsequent date until termination of the
Option. Except as provided in Sections 8,9, and 10 hereof, the
Option may be exercised by the Participant only while employed
by the Company or its Affiliate. The grant of the Option shall
impose no obligation upon the Participant to exercise the
Option.
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3. MANNER OF EXERCISE: The Option may be exercised by written
notice delivered to the Company signed by the Participant or
the person or persons exercising the Option. Such notice shall
state the number of shares of Common Stock in respect to which
the Option is being exercised and shall include such written
covenants, agreements and representations as the Committee
administering the Plan may from time to time deem necessary or
desirable in order to ensure compliance with the applicable
laws, regulations of governmental authority and requirements
of any exchange upon which the Common Stock is traded. Such
notice shall be accompanied by payment of the full exercise
price. As soon as is practicable after such notice and payment
shall have been received, the Company shall deliver a
certificate or certificates representing the number of shares
of Common Stock with respect to which the Option was exercised
in the name of the person or persons exercising the Option.
The Option may be exercised only with respect to full shares,
either at one time as to the total number of shares or from
time to time as to any portion thereof in units of 100 shares
or multiples thereof. Payment of the Exercise Price shall be
made in cash or by check, or, in whole or in part, through the
surrender of shares of Common Stock which will be valued at
their Fair Market Value on the date of exercise of the Option
in accordance with Section 6(b) of the Plan.
Not withstanding anything herein to the contrary, the
Company shall not be obligated to cause to be issued or
delivered any certificate evidencing shares of Common Stock
purchased pursuant to the exercise of the Option, unless and
until the Company is advised by its counsel that the issuance
and delivery of such certificates is in compliance with all
applicable laws, regulations and governmental authority and
requirements of any exchange upon which the Common Stock is
traded. The Company shall in no event be obligated to register
any securities pursuant to the Securities Act of 1933 (as now
in effect or as hereafter amended) or to take any other
affirmative action in order to cause the issuance and delivery
of such certificates to comply with any law, regulation or
requirement.
The Participant shall not be entitled to any rights
as a stockholder with respect to such shares of Common Stock
being acquired pursuant to the exercise of the Option unless
and until such certificates are issued. No adjustments shall
be made for dividends or distributions or other rights for
which the record date is prior to the date such certificates
are issued except as provided in Section 11.
In the event the Option shall be exercised by any
person other than the Participant, pursuant to Sections 6 or 8
hereof, the notice of exercise of the Option shall be
accompanied by proof satisfactory to the Committee
administering the Plan of the right of such person to exercise
the Option.
All shares of Common Stock that shall be purchased
upon the exercise of the Option as provided herein shall be
fully paid and non-assessable.
4. EXERCISE OF LIMITED RIGHTS: In no event shall Limited Rights
be exercisable, in whole or in part, before the expiration of
six months from the Date of Grant of the Option, as specified
in Section 1. In the event of a Change in Control, the
Participant shall have the right, in lieu of purchasing shares
of Common Stock covered by the Option, whether or not
exercisable at such time, and during the term the underlying
Option is exercisable, to relinquish the Option with respect
to any or all of such shares and to receive from the Company
an amount of cash equal to the difference between the Exercise
Price of the Option and the Fair Market Value of the
underlying shares of the Common Stock on the date the Limited
Rights are exercised, multiplied by the number of shares with
respect to which such Limited Rights are being exercised.
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Limited Rights with respect to the Option may be
exercised by written notice delivered to the Company signed by
the Participant. Such notice shall state the number of shares
of the Common Stock in respect to which Limited Rights are
being exercised, the date of exercise and the Fair Market
Value of the Common Stock on such date. Within fourteen days
following delivery of such written notice to the Company, the
Company shall deliver to the Participant cash or such other
form of payment acceptable to the Participant in the amount as
determined above with respect to the Limited Rights being
exercised.
Upon any exercise of a Limited Right, the related
Option or portion thereof shall cease to be exercisable. Upon
exercise or termination of the Option, any related Limited
Rights shall terminate.
5. NON-TRANSFERABILITY: The Option and the Limited Rights may be
exercised during the Participant's lifetime only by him (or by
his beneficiary as defined in Section 6), and the Option, the
Limited Rights and this Agreement shall not be assignable or
transferable by him, other than by will or the laws of descent
and distribution. No such transfer of the Option, the Limited
Rights, or this Agreement by the Participant by will or the
laws of descent and distribution shall be effective to bind
the Company unless the company shall have been furnished with
written notice thereof and such other evidence as the
Committee may deem necessary or desirable to establish the
validity of the transfer and the agreement by the transferee
or transferees to be bound by the terms and conditions of the
Agreement and the Plan. Except as provided above, the Option,
the Limited Rights and this Agreement shall not be pledged,
hypothecated, sold, assigned, transferred or otherwise
encumbered or disposed of. Any purported pledge,
hypothecation, sale, assignment, transfer or other encumbrance
or disposition of the Option, the Limited Rights or this
Agreement contrary to the provisions hereof shall be null and
void and without effect. The levy of any execution,
attachment, or similar process upon the Option, the Limited
Rights or this Agreement shall be null and void and without
effect.
6. DESIGNATION OF BENEFICIARY: The Participant may designate a
person or persons to receive, in the event of death, any
rights that may be available to him pursuant to the Plan under
the Option, the Limited Rights and this Agreement. Such
designation will be made upon forms supplied by and delivered
to the company and may be revoked in writing. If the
Participant fails effectively to designate a beneficiary, then
the Participant's estate will be deemed to be the beneficiary.
7. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT: Subject to the
condition that the Option shall not be exercisable for more
than five years from the date hereof, the Participant may
exercise the Option and Limited Rights while in the continuous
employ of the Company or its Affiliates or within three months
after the last day on which the Participant is employed by the
Company or its Affiliates (unless the Participant is
Discharged for Cause or on account of death, Disability or
Normal Retirement as provided in Sections 7,8, and 9) to the
extent that the Option was exercisable on the date of
termination of employment. If the Participant is Discharged
for Cause, all rights under this Agreement shall expire upon
the date of termination.
8. RIGHTS IN EVENT OF DEATH: Subject to the condition that the
Option shall not be exercisable for more than five years from
the date hereof, if the Participant shall die while employed
by the Company or its Affiliates, the successor of the
Participant (as determined under Section 6) may exercise all
of the Option and Limited Rights held by the Participant,
whether or not otherwise exercisable at such time, within one
year after the last day on which the Participant was employed
by the Company or its Affiliates.
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9. RIGHTS IN THE EVENT OF TERMINATION OF EMPLOYMENT FOR REASON OF
DISABILITY OR RETIREMENT: Subject to the condition that the
Option shall not be exercisable for more than five years from
the date hereof, if the Participant's employment is terminated
by reason of Disability or Retirement, the Participant shall
have the rights to exercise the Option, whether or not
otherwise exercisable at such time, for a period of one year
from the last day on which the Participant is employed by the
Company or its Affiliates.
10. EMPLOYMENT: Nothing in this Agreement shall confer upon the
Participant any right to continue in the employ of the Company
or its Affiliates or shall impose upon the Company or its
Affiliates to employ or retain the Participant in its employ
for any period.
11. DILUTION AND OTHER ADJUSTMENTS: In the event of any change in
the outstanding shares of Common Stock by reason of any stock
dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares,
or other similar corporate change, the Committee pursuant to
Section 13 of the Plan will make such proportionate
adjustments to the Option, provided that no such adjustments
may materially change the value of benefits available to a
Participant under a previously granted Award.
12. NOTICE: Any notice required or permitted under this Agreement
shall be deemed given when delivered in person or when mailed
by registered mail with return receipt request, to the Company
addressed ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn:
President and to the Participant at such address as may
designate in writing to the Company.
13. MODIFICATION AND WAIVER: Neither this Option and Limited
Rights Agreement nor any provision hereof can be changed,
modified, amended, discharged, terminated or waived orally or
by any course of dealing or purported course of dealing, but
only by an agreement in writing signed by the Participant or
his legal representative and the Company. No such agreement
shall extend to or affect any provision of this Agreement nor
expressly change, modify, amend, discharge, terminate or waive
or impair any right consequent on such a provision. The waiver
of or failure to enforce any breach of this Agreement shall
not be deemed to be a waiver or acquiescence in any other
breach thereof.
14. GOVERNING LAW: This Agreement shall be governed by and
construed in accordance with the laws of the State of Montana.
15. WITHHOLDING: There will be deducted from each distribution of
cash and/or stock under the Plan the amount of tax required to
be withheld by any governmental authority.
16. HOLDING PERIOD: The Participant hereby acknowledges that in
order to have the tax treatment provided for Incentive Stock
Options under section 422A of the Internal Revenue Code apply,
the Participant will not dispose of shares acquired under this
Option (i) for 2 years from the Date of Grant of the Option
and (ii) for 1 year after the date the shares of Common Stock
are transferred to him/her.
17. EXERCISE OF OPTION UPON RETIREMENT: The Participant hereby
acknowledges that in order to have the tax treatment provided
for Incentive Stock Options under section 422A of the Internal
Revenue Code apply to options exercised by reason of
Retirement pursuant to section 9 hereof, such options must be
exercised within three months from the date of the
Participant's termination.
18. PARTICIPANT ACKNOWLEDGEMENT: The Participant hereby
acknowledges that all decision, determinations and
interpretations of the Committee in respect of the Plan and
this Option and Limited Rights Agreement shall be final and
conclusive.
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GLACIER BANCORP, INC.
1995 EMPLOYEE'S STOCK OPTION PLAN
INCENTIVE STOCK OPTION & LIMITED RIGHTS AGREEMENT
[DATE]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and its corporate seal to be affixed hereto, and said
Participant has hereunto set his hand, the day and year first above written.
____________________________________ _________________________________
Chief Executive Officer Corporate Secretary
____________________________________ _________________________________
Participant Witness to Participant Signature
BENEFICIARY DESIGNATION
I hereby designate the following person/persons to receive, in the event of my
death, any rights that may be available to me pursuant to the plan under the
Option, the Limited Rights and the __________ 200_ Agreement:
____________________________________ _________________________________
Primary Beneficiary Relationship
____________________________________ _________________________________
Secondary Beneficiary Relationship
_______________________________
Participant's Signature
____________________________________ _________________________________
Witness Date
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GLACIER BANCORP, INC.
1995 EMPLOYEE'S STOCK OPTION PLAN
INCENTIVE STOCK OPTION & LIMITED RIGHTS AGREEMENT
[DATE]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and its corporate seal to be affixed hereto, and said
Participant has hereunto set his hand, the day and year first above written.
____________________________________ _________________________________
Chief Executive Officer Corporate Secretary
____________________________________ _________________________________
Participant Witness to Participant Signature
BENEFICIARY DESIGNATION
I hereby designate the following person/persons to receive, in the event of my
death, any rights that may be available to me pursuant to the plan under the
Option, the Limited Rights and the ___________, 200_ Agreement:
____________________________________ _________________________________
Primary Beneficiary Relationship
____________________________________ _________________________________
Secondary Beneficiary Relationship
___________________________
Participant's Signature
____________________________________ _________________________________
Witness to Participant Signature Date
PLEASE COMPLETE THE ABOVE INFORMATION AND RETURN THIS FORM TO GBCI HUMAN
RESOURCES.
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