Exhibit 10.12
AMENDED RESTRICTED STOCK AWARD AGREEMENT
AMENDED RESTRICTED STOCK AWARD AGREEMENT is made and entered into by and
between COLUMBIA BANKING SYSTEM, INC., a Washington corporation ("CBSI"), J.
Xxxxx Xxxxxxxxx (the "Executive"), and COLUMBIA STATE BANK, as escrow agent (the
"Escrow Agent"). This Amended Agreement, which amends, supercedes and replaces
the Agreement which became effective on April 22, 1998, is effective as of July
1, 1998.
Recitals
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1. On April 22, 1998, Board of Directors of CBSI approved the grant of a
nonqualified stock option to purchase 25,000 shares of CBSI common stock
(the"Option") and a Restricted Stock Award for 10,000 shares of CBSI common
stock to the Executive. In December 1998, the Compensation Committee of the
Board of Directors of CBSI amended the Option to change the date of the grant
from April 22, 1998 to July 1, 1998, the actual date of Xx. Xxxxxxxxx'x
employment with CBSI.
2. In order to make the dates of the grant of Xx. Xxxxxxxxx'x Option and
Restricted Stock Award consistent, on June 23, 1999, the Compensation Committee
amended the Restricted Stock Award to provide for the grant and issuance of
15,000 shares (which reflects an adjustment to take into account the three-for-
two stock split payable in May 1998) of CBSI common stock, effective as of July
1, 1998, to the Executive (the "Award").
2. In consideration for the Executive's agreement to serve as a senior
executive officer of CBSI and its subsidiary bank, Columbia State Bank
("Columbia Bank"), and as an incentive for Executive to continue to serve in
this capacity in the future, CBSI grants the Award to Executive on the terms and
conditions stated herein.
Terms and Conditions
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1. Grant of Restricted Stock Award. In consideration of Executive's
agreement to serve as a senior executive officer of CBSI and the Bank and to
incent Executive to continue as a senior executive officer, CBSI hereby grants
and issues to and in the name of the Executive as a Restricted Stock Award a
total of Fifteen Thousand (15,000) shares of the no par value common stock of
CBSI. (the "Shares"). The date of grant is July 1, 1998.
2. Consideration of Issuance of Shares. In consideration for the
issuance of the Shares, the Executive agrees to become Vice Chairman of CBSI and
Columbia Bank effective July 1, 1998 and to remain as an executive officer of
CBSI and/or Columbia Bank form July 1, 1998 through the period the Shares are
subject to the escrow, as provided herein. Should the Executive fail, without
the express approval of the Board of Directors or the Personnel and Compensation
Committee (the "Committee"), to occupy and remain
in such capacity, the Shares will be redelivered by the Escrow Agent to CBSI and
will be cancelled. CBSI will have no other remedy for such a breach.
3. Escrow. The certificate(s) evidencing the Shares shall be deposited
in escrow immediately upon issuance by CBSI. Columbia Bank shall act as Escrow
Agent and, as such, shall hold the Shares subject to delivery to the Executive
or redelivery to CBSI in its corporate capacity, all in accordance with the
terms of this Agreement. The Executive hereby grants an irrevocable power of
attorney to the Escrow Agent to transfer and deliver the Shares and the stock
certificate(s) evidencing the same in accordance with the terms and provisions
of this Agreement and the Board of Directors or the Committee.
4. Escrow Stock Not Transferable. No transfer, pledge or other
disposition of the shares may be made by the Executive so long as they are held
under and remain subject to the escrow.
5. Term of Escrow. The Shares shall be subject to escrow until July 1,
2003 unless sooner terminated in accordance with the terms of this Agreement.
6. Dividends and Voting Rights. During the period while the Shares are
held in escrow, all dividends payable with respect to such Shares shall be paid
by the Escrow Agent directly to the Executive and the Executive shall be
entitled to exercise all voting rights with respect to such Shares, all in the
same manner and to the full extent as though the Shares were held by the
Executive free of the escrow.
7. Release of Stock From Escrow. Shares held in escrow pursuant to this
Agreement shall be released from such escrow by the delivery of the stock
certificate(s) evidencing such Shares to the Executive (or, in the case of death
or disability of the Executive, to the Executive's estate or legal guardian) at
the earlier of:
(a) July 1, 2003;
(b) The death or disability (as defined in Section 9 of this
Agreement) of the Executive;
(c) The determination by the Board of Directors or the Committee to
authorize the re-lease of such Shares to the Executive upon the occurrence of
any event the Board determines to warrant such release; or
(d) The occurrence of a change in control, as defined in Section 10
of this Agreement.
8. Termination of Service/Forfeiture of Shares. In the event of the
termination of service as an active officer of CBSI and/or Columbia Bank during
the period that the Shares are held in escrow (and the Shares are not then
released pursuant to the provisions of this Section 7), such Shares shall be
forfeited to CBSI and all rights of the Executive with respect thereto
terminated, unless, in the case of termination by act of the Employer,
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the Board of Directors or the Committee, within thirty (30) days following such
termination, authorizes release of such Shares to the Executive. Upon the
expiration of such thirty (30) day period without action by the Board or
Committee to release such Shares to the Executive, the Shares shall be deemed
forfeited and the stock certificate(s) evidencing the same shall be redelivered
to CBSI, whereupon they shall be cancelled and retired.
9. Reliance by Escrow Agent. The Escrow Agent shall have no liability
for action in reliance upon any instructions delivered to it and believed in
good faith by it to be from the Board or the Committee.
10. Disability. For purposes of this Agreement, the term "disability"
shall mean a medically reimbursable physical or mental impairment that may be
expected to result in death, or to be of long, continued duration, and that
renders Executive incapable of performing the duties required for his/her
position. The Board or Committee, acting in good faith, shall make the final
determination of whether Executive is suffering under any disability as herein
defined and, for purposes of making such determination, may require Executive to
submit to a physical examination by a physician mutually agreed upon by the
Executive and the Board or the Committee at CBSI's expense.
11. Change in Control. For the purposes of this Agreement, the term
"change in control" shall mean the occurrence of one or more of the following
events:
(a) One person or entity acquiring or otherwise becoming the owner of
twenty-five percent or more of CBSI's outstanding common stock;
(b) Replacement of a majority of the incumbent directors of CBSI or
Columbia Bank by directors whose elections have not been supported by a majority
of the Board of either company, as appropriate; or
(c) Dissolution, or sale of fifty percent or more in value of the assets,
of either CBSI or Columbia Bank.
12. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of CBSI, in its corporate capacity, Columbia Bank, as Escrow Agent, the
Executive, and their respective heirs, representatives, successors and assigns.
COLUMBIA BANKING SYSTEM, INC. COLUMBIA STATE BANK
By: /s/ W. W. Philip By: /s/ W. W. Philip
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W. W. Philip, Chairman, President W. W. Philip, Chairman,
and Chief Executive Officer and Chief Executive Officer
/s/ J. Xxxxx Xxxxxxxxx
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J. Xxxxx Xxxxxxxxx
Executive
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