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EXHIBIT 99.4
EVERGREENBANCORP, INC. 2000 STOCK OPTION PLAN
DIRECTOR NONQUALIFIED 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 a nonqualified stock option under the Plan. Subject to the
terms and conditions set forth below and in the Plan, you are hereby granted a
nonqualified 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 $_______________. A copy of the Plan is
attached and incorporated into this Agreement by reference.
TERM: The term of the option is 3 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 Nonqualified 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 term as a Director expires and you are not
reelected, or if you resign from your position on the board or are otherwise
removed from the board, then the unvested portion of the option will expire. If
you are removed from the board for "cause," as defined in the Plan, your entire
unexercised option immediately terminates, including vested and unvested
amounts. If you are no longer a director for reasons other than cause, and for
other than death or disability, vested portions of outstanding options may be
exercised for up to three months following the last day you are a director of
the board, unless the term of the option expires sooner. If you are no longer a
member of the board 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, except that you may (with the
Plan Administrator's consent) transfer the option to a revocable trust you have
created for the benefit of your family members, to an immediate family member,
or to a partnership in which only family members or family trusts are partners.
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VESTING:
PERIOD OF YOUR CONTINUOUS TERM AS A DIRECTOR PORTION OF TOTAL OPTION
FROM THE DATE OF THIS LETTER WHICH IS EXERCISABLE
After 1 year 33-1/3%
After 2 years 66-2/3%
After 3 years 100%
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 have taxable income in an amount equal to the
difference between the fair market value of the stocks (as of the date of
exercise) and the exercise price you pay. Because this amount is taxed as
compensation, it may require Bancorp to withhold income and payroll taxes from
other income paid to you. 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______________________________
Gerald O. Hatler
Its Chief Executive Officer
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ACCEPTANCE AND ACKNOWLEDGMENT
I, as a resident of the State of Washington, accept the nonqualified
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
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NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
TO:________________________________________
I, a resident of the State of Washington, hereby exercise my
nonqualified 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:
___________________________________
___________________________________
___________________________________
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RECEIPT
Bancorp hereby acknowledges receipt from ____________________ of the
payment of:
[ ] Cash
[ ] Check (personal, cashier's or bank certified)
in consideration for 500 shares of the Common Stock (or a successor class of
stock) of EvergreenBancorp, Inc., a Washington corporation.
Date: ____________________ EVERGREENBANCORP, INC.
By______________________________
Gerald O. Hatler
Its Chief Executive Officer