EXHIBIT 6.8
MOUNTAIN BANK HOLDING COMPANY
DIRECTOR STOCK OPTION AGREEMENT
This Director Stock Option Agreement ("Agreement") is entered into by and
between MOUNTAIN BANK HOLDING COMPANY, a Washington corporation (the "Holding
Company") and the Director, named below.
1. Pursuant to Holding Company's Director Stock Option Plan (the "Plan") and
subject to the terms of this Agreement, Holding Company hereby grants the
following irrevocable incentive stock option ("Option"):
Director: _____________________________________________________________
Option Shares:_____________________ Exercise Price: __________________
Date of Grant:_____________________ Date of Termination: _____________
Vesting Schedule: This Option will become exercisable as to __________
Shares on each of the first ____ anniversary dates from the Date of
Grant.
2. Pursuant to this Option, the Director has the option to purchase the stated
number of Option Shares of the common stock of Holding Company at the
Exercise Price, payable on the date of exercise. This Option is granted as
of the Date of Grant, and shall terminate on the Date of Termination unless
sooner terminated by reason of death, disability or other termination of
status as a director as provided in the Plan.
3. This Option shall become exercisable according to the Vesting Schedule.
Option Shares as to which this Option becomes exercisable are called
"Vested Shares." This Option shall be exercisable as to Vested Shares in
whole or in part at any time between the Date of Grant and the Date of
Termination of this Option. Notwithstanding the foregoing, if the
Optionee's status as a director with Holding Company terminates, then this
Option will cease to vest and will not become exercisable as to any
additional shares, as of the date on which the Optionee's status as
director terminates. In such case, this Option will be limited to the
Vested Shares as of such date of the termination of status as director.
4. This Option must be exercised by actual delivery to Holding Company of a
written notice of exercise signed by Director specifying the number of
shares with respect to which this Option is being exercised and the
per-share Exercise Price, accompanied by payment of the full amount of the
Exercise Price for the number of shares being purchased.
5. All terms and conditions of the Plan are hereby incorporated by this
reference as a part of this Agreement, including but not limited to the
"Terms and Conditions of Options" provided in the Plan.
DIRECTOR: MOUNTAIN BANK HOLDING COMPANY,
a Washington corporation
______________________________ By: _____________________________________
Print Name: __________________ Title: __________________________________
I hereby acknowledge that I have received a copy of the Plan, incorporated by
reference above.
______________________________________
Director