EXHIBIT 99.4
EVERGREENBANCORP, INC. AMENDED 2000 STOCK OPTION PLAN
INCENTIVE STOCK OPTION LETTER AGREEMENT
TO: __________________________
The Plan Administrator of the EvergreenBancorp, Inc. Amended 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.
(the "Company") 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: At the discretion of the Plan Administrator, 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, or Company stock. 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 the Company 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 WHICH
WITH THE COMPANY FROM THE DATE OF THIS LETTER IS EXERCISABLE
- --------------------------------------------- -----------------------------
After 1 year 20%
after 2 years 40%
after 3 years 60%
after 4 years 80%
after 5 years 100%
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.
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
the Company, 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 THE
COMPANY CAN ISSUE ANY SHARES TO YOU. THE COMPANY HAS NO OBLIGATION TO REGISTER
THE SHARES THAT WOULD BE ISSUED UPON THE EXERCISE OF YOUR OPTION, AND IF IT
NEVER REGISTERS THE SHARES, YOU MAY NOT BE ABLE TO SELL THE SHARES YOU RECEIVE
UPON EXERCISE. AT THE PRESENT TIME, EXEMPTIONS FROM REGISTRATION UNDER FEDERAL
AND STATE SECURITIES LAWS ARE VERY LIMITED AND MIGHT BE UNAVAILABLE TO YOU PRIOR
TO THE EXPIRATION OF THE OPTION. CONSEQUENTLY, YOU MIGHT HAVE NO OPPORTUNITY TO
EXERCISE THE OPTION AND RECEIVE, UPON SUCH EXERCISE, SHARES CAPABLE OF BEING
RESOLD.
Very truly yours,
EVERGREENBANCORP, INC.
By _____________________________
Its Chief Executive Officer
ACCEPTANCE AND ACKNOWLEDGMENT
I, as resident of the State of __________, accept the incentive stock
option described above and in the EvergreenBancorp, Inc. Amended 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