1
EXHIBIT 99.2
EVERGREENBANCORP, INC. 2000 STOCK OPTION PLAN
INCENTIVE STOCK OPTION LETTER AGREEMENT
TO:___________________________
The Plan Administrator of the EvergreenBancorp, Inc. 2000 Stock Option
Plan (the "Plan") is pleased to inform you that you have been selected to
receive a grant of an incentive stock option under the Plan. Subject to the
terms and conditions set forth below and in the Plan, you are hereby granted an
incentive stock option under the Plan for the purchase of ______________ shares
of the Common Stock (or a successor class of stock) of EvergreenBancorp, Inc.
("Bancorp") at an exercise price of $__________ per share. A copy of the Plan is
attached and incorporated into this Agreement by reference.
TERM: The term of the option is ten years 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 Incentive Stock Option in the form attached to this
Agreement when you exercise the option.
PAYMENT FOR SHARES: 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. 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 employment with Bancorp or any of its subsidiaries
terminates, the unvested portion of the option will expire. If you are
terminated for "cause," as defined in the Plan, your entire unexercised option
immediately terminates, including vested and unvested amounts. For a termination
other than cause, and for reasons other than death or disability, vested
portions of outstanding options may be exercised for up to three months
following your termination, unless the term of the option expires sooner. If
your termination is 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, following your death.
VESTING:
PERIOD OF YOUR CONTINUOUS EMPLOYMENT PORTION OF TOTAL OPTION
FROM THE DATE OF THIS LETTER WHICH IS EXERCISABLE
After 1 year 20%
after 2 years 40%
after 3 years 60%
after 4 years 80%
after 5 years 100%
2
In the event your employment is involuntarily terminated other than for cause
within one (1) year following a Change of Control, then all of the options
outstanding under this Letter Agreement will vest and become exercisable.
RESTRICTION ON SHARES: As discussed in Section 5.14 of the Plan, your
acquisition of shares may be made contingent upon your entering into a
Shareholders Agreement. Upon your electing to exercise an option, the Plan
Administrator will notify you with respect to whether this requirement will be
imposed and if it is imposed will provide you with the form of Shareholders
Agreement.
TAXATION: The date of grant of this option is _________________________.
If you exercise the option and receive Common Stock (or a successor class of
stock) of Bancorp, you will not have any taxable income at that time, provided
you hold the stock for at least one year from the date of exercise, or two years
from the date of this letter (whichever is later). However, an amount equal to
the difference between the fair market value of the stock (as of the date of
exercise) and the exercise price you pay will be counted as income for
alternative minimum tax purposes. Finally, if you hold the stock for the
requisite periods (as described above), upon eventual sale of the stock you will
have taxable income (taxed at long term capital gain rates) equal to the sale
price minus the exercise price you paid for the stock. 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
BANCORP CAN ISSUE ANY SHARES TO YOU. AT THE PRESENT TIME, BANCORP HAS FILED A
REGISTRATION STATEMENT TO REGISTER THE SHARES AVAILABLE FOR ISSUANCE UNDER THE
PLAN. HOWEVER, BANCORP HAS NO OBLIGATION TO REGISTER SHARES THAT WOULD BE ISSUED
UPON THE EXERCISE OF ADDITIONAL OPTIONS GRANTED TO YOU IN THE FUTURE. EXEMPTIONS
FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS ARE VERY LIMITED AND
MIGHT BE UNAVAILABLE TO YOU FOR THE EXERCISE OF ANY FUTURE OPTIONS.
CONSEQUENTLY, YOU MAY HAVE NO OPPORTUNITY TO EXERCISE THE OPTION AND RECEIVE,
UPON SUCH EXERCISE, SHARES CAPABLE OF BEING RESOLD.
Very truly yours,
EVERGREENBANCORP, INC.
By______________________________
Xxxxxx X. Xxxxxx
Its Chief Executive Officer
3
ACCEPTANCE AND ACKNOWLEDGMENT
I, as resident of the State of __________, accept the incentive stock
option described above and in the EvergreenBancorp, Inc. 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
4
NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
TO:_______________________________________
I, a resident of the State of Washington, hereby exercise my incentive
stock option granted pursuant to a Letter Agreement dated __________, subject to
all the terms and provisions thereof and of the EvergreenBancorp, Inc. 2000
Stock Option Plan referred to therein, and notify Bancorp of my desire to
purchase __________ shares of Common Stock (or a successor class of stock) of
Bancorp at the exercise price of $__________ per share.
I also hereby represent that the __________ shares of Common Stock to be
delivered to me pursuant to this exercise are being acquired by me for my own
account, for investment and not with a view to resale or distribution.
Dated: _____________________
____________________________ ___________________________________
Taxpayer I.D. Number Signature of Optionee
Address:
___________________________________
___________________________________
___________________________________
5
RECEIPT
Bancorp hereby acknowledges receipt from ____________________ of the
payment of:
[ ] Cash
[ ] Check (personal, cashier's or bank certified)
in consideration for __________ shares of the Common Stock (or a successor class
of stock) of EvergreenBancorp, Inc., a Washington corporation.
Date: ____________________ EVERGREENBANCORP, INC.
By______________________________
Xxxxxx X. Xxxxxx
Its Chief Executive Officer
