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EXHIBIT (10) j.
FIRST
EMPLOYEE STOCK OPTION AND RESTRICTED STOCK AWARD PLAN
AWARD TO XXX XXXXXXX
THIS AGREEMENT is made the 30th day of September, 1996, by and between
FIRST COMMUNITY FINANCIAL GROUP, a Washington corporation ("FCFG") and XXX
XXXXXXX ("Employee").
WHEREAS, Employee serves as President and Chief Executive Officer of
First Community Financial Group and CEO of First Community Bank; and
WHEREAS, FCFG considers it desirable and in its best interests and the
interests of its shareholders that Employee be given an inducement to advance
the interests of FCFG by possessing a proprietary interest; and
WHEREAS, FCFG has committed itself to offer certain stock options to
Employee;
NOW, THEREFORE, it is agreed by and between the parties as follows:
1. Grant of Option: FCFG hereby grants to Employee an option to
purchase up to 40,000 shares of the common stock of FCFG at a price of $20.00
per share, at the times and according to the vesting schedule set forth below.
Purchase
Date Vested # Options Cumulative Requirements
----------- --------- ---------- ------------
3/1/97 8,000 shares 8,000 shares All shares must be
3/1/98 8,000 shares 16,000 shares purchased within
3/1/99 8,000 shares 24,000 shares 10 years of
3/1/00 8,000 shares 32,000 shares March 1, 1996.
3/1/01 8,000 shares 40,000 shares
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In the event of termination of employment for any reason, any options
which have not vested are automatically terminated. Any Option shares which have
vested may be exercised by Employee according to the terms of the Employee Stock
Option and Restricted Stock Award Plan (the "Plan"). Option Shares which have
not been vested shall not be considered to be "options" upon termination.
In each case, an Option that is not exercised within the applicable
time period expires. Options may be exercised at any time after vesting, but no
later than the dates set forth above.
2. Exercise of Option. The Option shall be exercised, in whole or in
part, by written notice delivered to FCFG. Such notice shall state the number of
shares to be purchased and be accompanied by a check in payment of the Option
price and any applicable taxes for the specified shares. If any law or
regulation requires that FCFG take any action with respect to the shares
specified in such notice before the issuance thereof, then the date of delivery
of such shares shall be extended for the period necessary to take such action.
3. Grant of Limited Right. Simultaneously with the grant of the Options
herein, FCFG grants to Employee a Limited Right identical to the number of
Options Shares and with the same vesting schedule, in accordance with Section 3
of the Plan. Any Limited Right which corresponds to a Related Right which has
not vested shall automatically expire upon the expiration of the Related Right.
4. Terms and Conditions. The provisions of the Plan are incorporated
herein as if fully set forth. A copy of the Plan is attached hereto as an
exhibit. In the event the terms and conditions of this Option Agreement are
inconsistent with the terms and conditions of the Plan, the Plan shall control,
except that any Option Shares which have not been vested shall expire upon
termination of Employee's employment.
5. Investment Purposes. Employee acknowledges that there currently is
no public market for the shares and it is not expected that any public market
will develop. Shareholders may not be readily able to liquidate their investment
in the event of an emergency or otherwise. Therefore, the Employee represents
that the acquisition shall be for long-term investment and not with a view to
resell.
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6. Termination of Option. In the event Employee ceases to be employed
at FCFG or its subsidiaries, any Options vested at that time may be exercised,
in whole or in part, at any time within three (3) months as provided in Section
III(h)(1) of the Plan, but not thereafter. Options which have not vested at such
cessation of employment shall expire. Employee may not sell or transfer any
shares acquired under the provisions of this paragraph for a period of one (1)
year from exercise of the Option. Notwithstanding the foregoing, Employee hereby
grants to the First Community Financial Group the right of first refusal in the
event Employee elects to sell his shares at any time.
7. Change in Control. In the event of any change in control, each
outstanding Limited Right will be exercisable for a period of sixty (60) days
following the date of such event, as provided in Section III (3) of the Plan.
DATED to be effective the 1st day of March, 1996.
EMPLOYEE: FIRST COMMUNITY FINANCIAL GROUP:
/s/ Xxx X. Xxxxxxx /s/ E. Xxxx XxXxxx
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XXX X. XXXXXXX E. XXXX XXXXXX, CHAIRMAN
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