Exhibit
10.1
WASHINGTON TRUST BANCORP,
INC.
1997 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK UNITS
CERTIFICATE
(For Employees)
|
Name of
Grantee:
|
|
|
Number of
Units:
|
|
|
Grant
Date:
|
|
|
Vesting
Date:
|
|
Washington Trust Bancorp, Inc. (the
“Company”) has selected you to receive the grant of
restricted stock units identified above, subject to the provisions
of its 1997 Equity Incentive Plan (the “Plan”) and the
Statement of Terms and Conditions. Acceptance of this grant
requires no action on your part. However, if you desire to refuse
this grant, you must notify the Company promptly.
|
|
|
|
|
WASHINGTON
TRUST BANCORP, INC
|
|
By:
|
|
|
|
|
|
|
|
WASHINGTON TRUST BANCORP,
INC.
1997 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK
UNITS
STATEMENT OF TERMS AND
CONDITIONS
(For Employees)
1.
Preamble. This Statement contains the terms and
conditions of an award of restricted stock units of the Company
(the “Restricted Units”) made to the Grantee identified
on the attached Certificate pursuant to the Plan. Any consideration
due to the Company on the issuance of the Restricted Units has been
deemed to be satisfied by past services rendered by the Recipient
to the Company. For purposes of this Statement, the defined terms
used herein and not otherwise defined shall have the meaning set
forth in the Plan.
2.
Restrictions on Transfer. The Restricted
Units shall not be sold, transferred, pledged, assigned or
otherwise encumbered or disposed of, until and unless the
Restricted Units shall have vested as provided in Section 3 of this
Statement and a certificate has been issued pursuant to Section 6
of this Statement.
3.
Vesting. The term “vest” as used in
this Statement means the lapsing of the restrictions that are
described in this Statement with respect to the Restricted Units.
The Restricted Units shall vest in accordance with the schedule set
forth on the Certificate, provided in each case that the Grantee is
then, and since the Grant Date has continuously been, employed by
the Company or its Subsidiaries. Notwithstanding the foregoing, the
Grantee shall become vested in the Restricted Units prior to the
vesting date set forth on the Certificate in the following
circumstances:
|
a.
|
In the event of
a Change in Control of the Company, all Restricted Units that have
not previously been forfeited shall immediately vest; provided that
the Grantee is then employed by the Company or its
Subsidiaries.
|
|
b.
|
In the event of
the Grantee’s death, all Restricted Units that have not
previously been forfeited shall immediately vest; provided that the
Grantee was employed by the Company or its Subsidiaries immediately
prior to the date of death.
|
|
c.
|
Upon the
Retirement of the Grantee prior to the Vesting Date, the Grantee
shall vest in a number of his Restricted Units determined by
multiplying the number of Restricted Units credited to the Grantee
by a fraction, the numerator of which shall be the number of full
months from the Grant Date to the date of the Grantee’s
Retirement and the denominator of which shall be 36.
|
4.
Forfeiture. In the event the Company terminates
the Grantee’s employment or the Grantee terminates his
employment on his own initiative prior to the Vesting Date, all
Restricted Units that have not previously been forfeited on such
date shall be immediately forfeited to the Company.
|
a.
|
In the case of
a dividend payable on shares of Common Stock (“Shares”)
in the form of cash, the Company shall provide Grantee with
additional compensation in an amount equal to the aggregate number
of Restricted Units credited to the Grantee as of the record date
of the dividend multiplied by the cash dividend per share
amount.
|
|
b.
|
In the case of
a dividend paid on Shares in the form of Shares, including without
limitation a distribution of Shares by reason of a stock dividend,
stock split or otherwise, the number of Restricted Units credited
to the Grantee shall be increased by a number equal to the product
of (i) the aggregate number of Restricted Units that have been
awarded to the Recipient through the related dividend record date,
and (ii) the number of Shares (including any fraction thereof)
payable as dividend on one Share. Any additional Restricted Units
shall be subject to the restrictions of this Statement in the same
manner and for so long as the Restricted Units remain subject to
such restrictions, and shall be promptly forfeited to the Company
if and when the Restricted Units are so forfeited.
|
|
a.
|
As soon as
practicable following the Grantee’s vesting in the Restricted
Units, the Company shall issue to the Grantee a certificate
representing the number of Shares equal to the aggregate number of
Restricted Units credited to the Grantee on such date in full
satisfaction of such Restricted Units. The issuance of certificates
may be made in book entry form.
|
|
b.
|
In each
instance above, the issuance of Shares to the Grantee shall be
subject to the payment by the Grantee by cash or other means
acceptable to the Company of any federal, state, local and other
applicable taxes required to be withheld in connection with such
issuance in accordance with Section 7 of this Statement. The
Grantee understands that once Shares have been delivered to the
Grantee in respect of the Restricted Units, the Grantee will be
free to sell such Shares, subject to applicable requirements of
federal and state securities laws. Immediately after the issuance
of Shares, this Statement shall terminate and be of no further
force or effect.
|
7. Tax
Withholding. The Grantee expressly acknowledges that the
issuance of Shares to him pursuant to the provisions of Section 6
will give rise to “wages” subject to withholding. The
Grantee expressly acknowledges and agrees that the Grantee’s
rights hereunder are subject to the Grantee’s paying to the
Company in cash or by having the Company hold back from the Shares
to be delivered, Shares having a Fair Market Value calculated to
satisfy the minimum withholding requirement of all federal, state,
local and any other applicable taxes required to be withheld in
connection with such award or vesting.
|
a.
|
For purposes of
this Statement, a “Change in Control” of the Company
shall mean
|
|
i.
|
the acquisition
by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of the then outstanding shares of common stock
of the Company (the “Outstanding Company Common
Stock”); provided, however, that any acquisition by the
Company or its subsidiaries, or any employee benefit plan (or
related trust) of the Company or its subsidiaries of 20% or more of
Outstanding Company Common Stock shall not constitute a Change in
Control; and provided, further, that any acquisition by a
corporation with respect to which, following such acquisition, more
than 50% of the then outstanding shares of common stock of such
corporation, is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock
immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such
acquisition, of the Outstanding Company Common Stock, shall not
constitute a Change in Control; or
|
|
ii.
|
individuals
who, as of the Grant Date, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Board, provided that any individual
becoming a director subsequent to the Grant Date whose election, or
nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of
office is in connection with either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual
or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board; or
|
|
iii.
|
consummation by
the Company of (A) a reorganization, merger or consolidation, in
each case, with respect to which all or substantially all of the
individuals and entities who were the beneficial owners of the
Outstanding Company Common Stock immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly
or indirectly, more than 40% of the then outstanding shares of
common stock of the corporation resulting from such a
reorganization, merger or consolidation; (B) a reorganization,
merger or consolidation, in each case, (1) with respect to which
all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock
immediately prior to such reorganization, merger or consolidation,
following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 40% but less
than 50% of the then outstanding shares of common stock of the
corporation resulting from such a reorganization, merger or
consolidation, (2) at least a majority of the directors then
constituting the Incumbent Board do not approve the transaction and
do not designate the transaction as not constituting a Change in
Control, and (3) following the transaction members of the then
Incumbent Board do not continue to comprise at least a majority of
the Board; or (C) the sale or other disposition of all or
substantially all of the assets of the Company, excluding a sale or
other disposition of assets to a subsidiary of the Company;
or
|
|
iv.
|
consummation by
The Washington Trust Company, the wholly-owned subsidiary of the
Company, of (A) a reorganization, merger or consolidation, in each
case, with respect to which, following such reorganization, merger
or consolidation, the Company does not beneficially own, directly
or indirectly, more than 50% of the then outstanding shares of
common stock of the corporation or bank resulting from such a
reorganization, merger or consolidation or (B) the sale or other
disposition of all or substantially all of the assets of the Bank,
excluding a sale or other disposition of assets to the Company or a
subsidiary of the Company.
|
The decision as to whether a Change in Control
of the Company or offer to effect a Change in Control of the
Company has occurred shall be made by a majority of the Continuing
Directors of the Company (as defined in the Restated Articles of
Incorporation of the Company) and shall be conclusive and
binding.
|
b.
|
For purposes of
this Statement, “Retirement” shall mean the
Grantee’s termination of employment with the Company or a
Subsidiary with an election to commence promptly receipt of
benefits under The Washington Trust Company Pension
Plan.
|
9.
Administration. The Committee shall have the
authority to manage and control the operation and administration of
this Statement. Any interpretation of the Statement by the
Committee and any decision made by the Committee with respect to
the Statement is final and binding.
10.
Amendment. This Statement may be amended only by
written statement between the Grantee and the Company, without the
consent of any other person.
Exhibit
10.2
WASHINGTON TRUST BANCORP,
INC.
2003 Stock Incentive
Plan
NONQUALIFIED STOCK OPTION
CERTIFICATE
TO:
_________________ (Employee)
THIS OPTION is made as of the Grant Date by
WASHINGTON TRUST BANCORP, INC. (the "Corporation") to
___________ (the "Optionee").
Pursuant to the Plan and the Statement of Terms
and Conditions attached hereto and incorporated herein by reference
(the "Statement"), the Corporation hereby awards as of the Grant
Date to the Optionee a stock option (the "Option"), as described
below, to purchase the Option Shares.
A. Grant Date:
_____________
B. Type of
Option: Non-Qualified Stock Option
C. Plan:
Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan (the
“Plan”)
D. Option
Shares: __________ shares of the Corporation’s common stock,
U.S. $0.0625 par value per share ("Stock").
E. Option
Exercise Price: _________ per share of Stock
F. Latest
Expiration Date: ______________ (the "Expiration Date"), subject to
earlier termination as provided in the attached Statement and in
the Plan.
G.
Exercisability Schedule: Subject to the Statement, so long as the
Optionee remains an employee of the Corporation or a Subsidiary,
the Option shall become vested and exercisable as
follows:
|
Number of
Option Shares Exercisable
|
Vesting and
Exercisable Dates for Such Shares
|
|
|
|
|
|
|
|
|
|
Acceptance of this Option requires no action on
the part of the Optionee. However, if the Optionee desires to
refuse the Option, he must notify the Corporation at the address
listed in the attached Statement. This Option is not intended to be
an Incentive Stock Option, as that term is described in Section 422
of the Internal Revenue Code of 1986, as amended.
WASHINGTON TRUST BANCORP,
INC.
2003 Stock Incentive
Plan
NONQUALIFIED STOCK
OPTION
STATEMENT OF TERMS AND
CONDITIONS OF OPTION
(For Employees)
This Statement of Terms and Conditions (the
“Statement) supplies the terms and conditions of a grant of a
nonqualified stock option (the “Option”) under the
Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan (the
“Plan” of the “Corporation”) unless any
specific grant or award explicitly states to the contrary. The
Option shall be subject to the provisions of the Plan, this
Statement and the Certificate.
|
(a)
|
This Option
shall terminate and be of no force or effect as of the earliest of
the following:
|
(ii) Three
years after the termination of the Optionee’s employment by
reason of the Optionee’s death, Permanent Disability (as
defined in §22(e)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”)) or the Optionee’s
retirement with the consent of the Corporation; and during such
three-year period, the Optionee or the Optionee’s executor,
administrator, legatees or distributees, as the case may be, shall
have the right to exercise the Option to the extent the right to
exercise the same had accrued but had not been exercised prior to
the Optionee’s termination of employment; or
(iii) The date
of the termination of the Optionee’s employment for any other
reason.
Notwithstanding the foregoing, in the case of
termination for cause, the ability to exercise this Option shall
terminate on the date of termination of employment and may be
terminated on such earlier date as the Corporation may specify, and
such date may be set so as to prevent the Optionee from further
exercising any portion of such Option.
Upon the Optionee’s termination of
employment, any portion of this Option that is not exercisable at
such time shall immediately terminate and be of no force or
effect.
|
(b)
|
The Committee,
as defined in the Plan, shall have discretion to determine whether
any termination of the Optionee’s employment by the
Corporation is to be considered as for cause, or as retirement with
the consent of the Corporation for the purposes of this Option and
this Statement and whether an authorized leave of absence on
military or government service or otherwise shall constitute a
termination of employment for the purposes of this Option or this
Statement. Any determination made by the Committee with respect to
any matter referred to in this Section 1 shall be final and
conclusive on all persons affected thereby. Employment by the
Corporation shall be deemed to include employment of the Optionee
by, and to continue during any period in which the Optionee is in
the employment of, a subsidiary of the Corporation.
|
(2) Nontransferability; Persons Able to
Exercise.
This Option may not be transferred other than by
will or the laws of descent and distribution. During the life of
the Optionee, only the Optionee may exercise the Option. If the
Optionee dies while still affiliated with the Corporation, or
during the period specified in Section 1, this Option may be
exercised by his executors, administrators, legatees or
distributees, provided that such person or persons comply with the
provisions of the Certificate, this Statement, and the Plan
applicable to the Optionee.
(3) Method of
Exercising Option.
The Option may be exercised, in whole or in
part, by written notice to the Director of Human Resources of the
Corporation, on any business day, specifying the number of shares
which the Optionee wishes to purchase and including payment of the
Option Exercise Price as provided below, provided that the
Corporation, in its discretion, may modify or augment these
requirements as provided in Section 7 of this Statement, or
where appropriate because a person other than the Optionee is
exercising the Option pursuant to Section 2. In the event this
Option is exercised by any person other than the Optionee, the
notice shall be accompanied by appropriate proof of the right of
such person to exercise the Option. The written notice specified in
this Section must be accompanied by payment of the Option Exercise
Price for the shares being purchased in United States dollars in
cash or by certified check, bank draft or money order payable to
the order of the Corporation. If approved by the Committee, in its
sole discretion, payment may also be made as follows:
|
(a)
|
through the
delivery (or attestation as to the ownership) of shares of Stock,
valued at Fair Market Value on the exercise date, that have been
purchased by the Optionee on the open market or that have been
beneficially owned by the Optionee for at least six months and are
not then subject to restrictions under any Corporation plan;
or
|
|
(b)
|
by the Optionee
delivering to the Corporation a properly executed exercise notice
together with irrevocable instructions to a broker to promptly
deliver to the Corporation cash or a check payable and acceptable
to the Corporation to pay the purchase price; provided that in the
event the Optionee chooses to pay the purchase price as so
provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other
agreements as the Committee shall prescribe as a condition of such
payment procedure; or
|
|
(c)
|
by any
combination of the foregoing.
|
In the event the Optionee chooses to pay the
purchase price by previously-owned shares of Stock through the
attestation method, the number of shares of Stock transferred to
the Optionee upon the exercise of the Option shall be net of the
number of shares attested to. For purposes of this Section 3, the
Fair Market Value of Stock so delivered or utilized shall be the
fair market value of the Stock as determined in the manner
established by the Corporation from time to time.
As soon as practical after receipt of this
notice and payment, the Corporation shall deliver a certificate or
certificates or form of certificate representing the Option Shares
registered in the name of the person or persons exercising such
Option. All shares purchased upon the exercise of this Option and
payment of the full Option Exercise Price will be fully paid and
nonassessable.
Notwithstanding anything to the contrary
contained herein, this Option shall not be exercised for the
purchase of fewer than 50 shares or all shares to which the Option
is currently exercisable if such number is less than 50.
If the Corporation is merged into or
consolidated with another corporation under circumstances where the
Corporation is not the surviving corporation, or if the Corporation
is liquidated or sells or otherwise disposes of all or
substantially all of its assets to another corporation while
unexercised options remain outstanding under the Plan after the
effective date of such merger, consolidation or sale, as the case
may be, the Optionee shall be entitled, upon exercise of this
Option, to receive in lieu of shares of Stock, shares of such stock
or other securities as the holders of shares of Stock received
pursuant to the terms of the merger, consolidation or sale.
Notwithstanding the Certificate provisions regarding the vesting
and exercisability of any option in installments, this Option shall
become immediately exercisable in the event of a Change of Control
of the Corporation or offer to effect a Change of Control of the
Corporation.
(5) No Rights
Other Than Those Expressly Created.
Neither this Option, nor the Certificate, nor
this Statement, nor the Plan, nor any action taken hereunder shall
be construed as (i) giving the Optionee any right to be
retained in the employ of, or continue to be affiliated with, the
Corporation, (ii) giving the Optionee any equity or interest
of any kind in any assets of the Corporation, or
(iii) creating a trust of any kind or a fiduciary relationship
of any kind between the Optionee and the Corporation. As to any
claim for any unpaid amounts under this Option or this Statement,
any person having a claim for payments shall be an unsecured
creditor. The Optionee shall not have any of the rights of a
stockholder with respect to any Option Shares until such time as
this Option has been exercised and Option Shares have been
issued.
(6) Compliance
with Laws.
|
(a)
|
Withholding of
Taxes. Pursuant to applicable federal, state, local or foreign
laws, the Corporation may be required to collect or withhold income
or other taxes from the Optionee upon the grant of an Option, the
exercise of an Option, or at some other time. The Corporation may
require, as a condition to the exercise of this Option, or demand,
at such other time as it may consider appropriate, that the
Optionee pay the Corporation the amount of any taxes which the
Corporation may determine is required to be collected or withheld,
and the Optionee shall comply with the requirement or demand of the
Corporation. Such required minimum tax withholding obligations may
be paid in whole or in part by shares of Stock retained from the
exercise of the Option creating the tax obligations valued at their
Fair Market Value (determined as provided in Section 3 hereof) on
the date of payment.
|
|
(b)
|
Securities Law
Compliance. Upon exercise (or partial exercise) of this Option, the
Optionee shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation,
be appropriate to permit the Corporation to issue or transfer the
Option Shares in compliance with the provisions of applicable
federal or state securities laws. The Corporation, in its
discretion, may postpone the issuance and delivery of Option Shares
upon any exercise of this Option until completion of such
registration or other qualification of such shares under any
federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. The Corporation may require
that, prior to the issuance or transfer of the Option Shares upon
exercise of this Option, the Optionee enter into a written
agreement to comply with any restrictions on subsequent disposition
that the Corporation deems necessary or advisable under any
applicable federal and state securities laws. Certificates of Stock
issued hereunder may be legended to reflect such
restrictions.
|
|
(c)
|
General. No
Option Shares shall be issued upon exercise of this Option unless
and until the Corporation is satisfied, in its sole discretion,
that there has been compliance with all legal requirements
applicable to the issuance of such Option Shares.
|
|
(a)
|
Amendment. This
Option may only be modified or amended by a writing signed by both
parties, unless the Committee determines that the proposed
modification or amendment would not materially and adversely affect
the Optionee, in which case the Optionee’s consent shall not
be required for such modification or amendment.
|
|
(b)
|
Notices. Any
notices required to be given under this Option or this Statement
shall be sufficient if in writing and if hand-delivered or if sent
by first class mail and addressed as follows:
|
if to the Corporation:
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891
Attention: Director of Human
Resources
if to the Optionee:
at the address maintained in the
Corporation’s payroll records
or to such other address as either party may
designate under the provisions hereof.
|
(c)
|
Applicable Law.
All rights and obligations under this Option and this Statement
shall be governed by the laws of the State of Rhode
Island.
|
|
(d)
|
Definitions.
All capitalized terms used herein and not otherwise defined shall
have the respective meaning set forth in the Plan.
|
PLEASE DIRECT
ANY QUESTIONS TO:
|
Vernon F.
Bliven
Senior Vice
President, Human Resources
The Washington
Trust Company
23 Broad
Street
Westerly, RI
02891
(401)
348-1302
Email:
vfbliven@washtrust.com
|
|
Kristen L.
DiSanto
Vice President,
Human Resources
The Washington
Trust Company
23 Broad
Street
Westerly, RI
02891
(401)
348-1204
Email:
kldisanto@washtrust.com
|
Exhibit
10.3
WASHINGTON TRUST BANCORP,
INC.
1997 Equity Incentive
Plan
NONQUALIFIED STOCK OPTION
CERTIFICATE
TO:
__________________ (Member of the Board of Directors)
THIS OPTION is made as of the Grant Date by
WASHINGTON TRUST BANCORP, INC. (the "Corporation") to
__________________ (the "Optionee"), a member of
the Board of Directors of the Corporation.
Pursuant to the Plan and the Statement of Terms
and Conditions attached hereto and incorporated herein by reference
(the "Statement"), the Corporation hereby awards as of the Grant
Date to the Optionee a stock option (the "Option"), as described
below, to purchase the Option Shares.
|
B.
|
Type of Option:
Non-Qualified Stock Option
|
|
C.
|
Plan:
Washington Trust Bancorp, Inc. 1997 Equity Incentive Plan, as
amended (the “Plan”)
|
|
D.
|
Option Shares:
_________________ shares of the Corporation’s common stock,
U.S. $0.0625 par value per share ("Stock").
|
|
E.
|
Option Exercise
Price: _____ per share of Stock
|
|
F.
|
Latest
Expiration Date: _______________ (the "Expiration Date"), subject
to earlier termination as provided in the attached Statement and in
the Plan.
|
|
G.
|
Exercisability
Schedule: Subject to the Statement, so long as the Optionee remains
a director of the Corporation or a Subsidiary, the Option shall
become vested and exercisable as follows:
|
|
Number of
Option Shares Exercisable
|
Vesting and
Exercisable Dates for Such Shares
|
|
|
|
|
|
|
Acceptance of this Option requires no action on
the part of the Optionee. However, if the Optionee desires to
refuse the Option, he must notify the Corporation at the address
listed in the attached Statement. This Option is not intended to be
an Incentive Stock Option, as that term is described in Section 422
of the Internal Revenue Code of 1986, as amended.
WASHINGTON TRUST BANCORP,
INC.
1997 Equity Incentive
Plan
NONQUALIFIED STOCK
OPTION
STATEMENT OF TERMS AND
CONDITIONS OF OPTION
(For a Member of the Board Of
Directors)
This Statement of Terms and Conditions (the
“Statement) supplies the terms and conditions of a grant of a
nonqualified stock option (the “Option”) under the
Washington Trust Bancorp, Inc. 1997 Equity Plan (the
“Plan” of the “Corporation”) unless any
specific grant or award explicitly states to the contrary. The
Option shall be subject to the provisions of the Plan, this
Statement and the Certificate.
|
(b)
|
This Option
shall terminate and be of no force or effect as of the earliest of
the following:
|
(ii)Three years
after the Optionee ceases to be an active member of the Board of
Directors for any reason other than for cause;
(iii)The date
that the Optionee ceases to be an active member of the Board of
Directors for cause.
Notwithstanding the foregoing, in the case of
termination for cause, the ability to exercise this Option may be
terminated on such earlier date as the Corporation may specify, and
such date may be set so as to prevent the Optionee from further
exercising any portion of this Option.
|
(c)
|
The Committee
shall have discretion to determine whether any termination of
Optionee’s service as an active member of the Board of
Directors is to be considered as termination for cause for the
purposes of this Agreement. Any determination made by the Committee
with respect to any matter referred to in this Section 4 shall be
final and conclusive on all persons affected thereby.
|
(2)
Nontransferability; Persons Able to Exercise.
This Option may not be transferred other than by
will or the laws of descent and distribution. During the life of
the Optionee, only the Optionee may exercise the Option. If the
Optionee dies while still affiliated with the Corporation, or
during the periods specified in Section 1, this Option may be
exercised by his executors, administrators, legatees or
distributees, provided that such person or persons comply with the
provisions of the Certificate, this Statement, and the Plan
applicable to the Optionee.
(3) Method of
Exercising Option.
The Option may be exercised, in whole or in
part, by written notice to the Director of Human Resources of the
Corporation, on any business day, specifying the number of shares
which the Optionee wishes to purchase and including payment of the
Option Exercise Price as provided below, provided that the
Corporation, in its discretion, may modify or augment these
requirements as provided in Section 7 of this Statement, or
where appropriate because a person other than the Optionee is
exercising the Option pursuant to Section 2. In the event this
Option is exercised by any person other than the Optionee, the
notice shall be accompanied by appropriate proof of the right of
such person to exercise the Option. The written notice specified in
this Section must be accompanied by payment of the Option Exercise
Price for the shares being purchased in United States dollars in
cash or by check, bank draft or money order payable to the order of
the Corporation. If approved by the Committee, in its sole
discretion, payment may also be made as follows:
|
(a)
|
through the
delivery of shares of Stock of the Corporation already owned by the
Optionee with a Fair Market Value equal to the Option Exercise
Price, provided that the Optionee must have owned at least such
number of shares for at least six months; or
|
|
(b)
|
through the
reduction of the shares of Stock that the Optionee would be
entitled to receive upon exercise of the Option, such shares to be
valued at their Fair Market Value on the date of exercise, less
their Option Exercise Price, provided that the Optionee must
otherwise have owned at least the number of shares by which the
Option Shares are being reduced for at least six months;
or
|
|
(c)
|
by the Optionee
delivering to the Company a properly executed exercise notice
together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to
the Company to pay the purchase price; provided that in the event
the Optionee chooses to pay the purchase price as so provided, the
Optionee and the broker shall comply with such procedures and enter
into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure;
or
|
|
(d)
|
by any
combination of the foregoing.
|
For purposes of this Section 3, the Fair Market
Value of Stock so delivered or utilized shall be the fair market
value of the Stock as determined in the manner established by the
Corporation from time to time.
As soon as practical after receipt of this
notice and payment, the Corporation shall deliver a certificate or
certificates or form of certificate representing the Option Shares
registered in the name of the person or persons exercising such
Option. All shares purchased upon the exercise of this Option and
payment of the full Option Exercise Price will be fully paid and
nonassessable.
Notwithstanding anything to the contrary
contained herein, this Option shall not be exercised for the
purchase of fewer than 50 shares or all shares to which the Option
is currently exercisable if such number is less than 50.
The Option Shares are shares of the Stock of the
Corporation as constituted on the date of the Award, but if, and
whenever, prior to the delivery by the Corporation of all of the
Option Shares, the Corporation shall effect a subdivision or
consolidation of shares, or other capital readjustment, or the
payment of stock dividend, or other increase or reduction of the
number of shares of Stock outstanding, without receiving
compensation therefor in money, services or property,
then:
|
(a)
|
in the event of
any increases the aggregate effect of which is an increase of five
percent (5%) or more in the number of such shares outstanding, the
number of shares of Stock then remaining subject to this Option
shall be proportionately increased (except that any fractional
share resulting from any such adjustment shall be excluded from the
operation of this Statement), and the consideration payable per
share shall be proportionately reduced, and
|
|
(b)
|
in the event of
reductions the aggregate effect of which is a reduction of five
percent (5%) or more in the number of shares outstanding, the
number of shares of Stock then remaining subject to this Option
shall be proportionately reduced (except that any fractional share
resulting from any such adjustment shall be excluded from the
operation of this Statement), and the consideration payable per
share shall be proportionately increased.
|
If the Corporation is merged into or
consolidated with another corporation under circumstances where the
Corporation is not the surviving corporation, or if the Corporation
is liquidated or sells or otherwise disposes of all or
substantially all of its assets to another corporation while
unexercised options remain outstanding under the Plan after the
effective date of such merger, consolidation or sale, as the case
may be, the Optionee shall be entitled, upon exercise of this
Option, to receive in lieu of shares of Stock, shares of such stock
or other securities as the holders of shares of Stock received
pursuant to the terms of the merger, consolidation or sale.
Notwithstanding the Certificate provisions regarding the vesting
and exercisability of any option in installments, this Option shall
become immediately exercisable in the event of a Change in Control
of the Corporation or offer to effect a Change in Control of the
Corporation.
For purposes of this Section 5, a “Change
in Control” of the Corporation shall mean:
|
(a)
|
The acquisition
by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of the then outstanding shares of common stock
of the Corporation (the “Outstanding Corporation Common
Stock”); provided, however, that any acquisition by the
Corporation or its subsidiaries, or any employee benefit plan (or
related trust) of the Corporation or its subsidiaries of 20% or
more of Outstanding Corporation Common Stock shall not constitute a
Change in Control; and provided, further, that any acquisition by a
corporation with respect to which, following such acquisition, more
than 50% of the then outstanding shares of common stock of such
corporation, is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such
acquisition, of the Outstanding Corporation Common Stock, shall not
constitute a Change in Control; or
|
|
(b)
|
Individuals
who, as of the Grant Date, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Board, provided that any individual
becoming a director subsequent to the Grant Date whose election, or
nomination for election by the Corporation’s shareholders,
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of
office is in connection with either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual
or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board; or
|
|
(c)
|
Consummation by
the Corporation of (i) a reorganization, merger or consolidation,
in each case, with respect to which all or substantially all of the
individuals and entities who were the beneficial owners of the
Outstanding Corporation Common Stock immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly
or indirectly, more than 40% of the then outstanding shares of
common stock of the corporation resulting from such a
reorganization, merger or consolidation; (ii) a reorganization,
merger or consolidation, in each case, (A) with respect to which
all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such reorganization, merger or consolidation,
following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 40% but less
than 50% of the then outstanding shares of common stock of the
corporation resulting from such a reorganization, merger or
consolidation, (B) at least a majority of the directors then
constituting the Incumbent Board do not approve the transaction and
do not designate the transaction as not constituting a Change in
Control, and (C) following the transaction members of the then
Incumbent Board do not continue to comprise at least a majority of
the Board; or (iii) the sale or other disposition of all or
substantially all of the assets of the Corporation, excluding a
sale or other disposition of assets to a subsidiary of the
Corporation; or
|
|
(d)
|
Consummation by
The Washington Trust Company, the wholly-owned subsidiary of the
Corporation, of (i) a reorganization, merger or consolidation, in
each case, with respect to which, following such reorganization,
merger or consolidation, the Corporation does not beneficially own,
directly or indirectly, more than 50% of the then outstanding
shares of common stock of the corporation or bank resulting from
such a reorganization, merger or consolidation or (ii) the sale or
other disposition of all or substantially all of the assets of the
Bank, excluding a sale or other disposition of assets to the
Corporation or a subsidiary of the Corporation.
|
The decision as to whether a Change in Control
of the Corporation or offer to effect a Change in Control of the
Corporation has occurred shall be made by a majority of the
Continuing Directors of the Corporation (as defined in the Restated
Articles of Incorporation of the Corporation) and shall be
conclusive and binding.
(6) No Rights
Other Than Those Expressly Created.
Neither this Option, nor the Certificate, nor
this Statement, nor the Plan, nor any action taken hereunder shall
be construed as (i) giving the Optionee any right to be
retained in the employ of, or continue to be affiliated with, the
Corporation, (ii) giving the Optionee any equity or interest
of any kind in any assets of the Corporation, or
(iii) creating a trust of any kind or a fiduciary relationship
of any kind between the Optionee and the Corporation. As to any
claim for any unpaid amounts under this Option or this Statement,
any person having a claim for payments shall be an unsecured
creditor. The Optionee shall not have any of the rights of a
stockholder with respect to any Option Shares until such time as
this Option has been exercised and Option Shares have been
issued.
(7) Compliance
with Laws.
|
(a)
|
Withholding of
Taxes. Pursuant to applicable federal, state, local or foreign
laws, the Corporation may be required to collect or withhold income
or other taxes from the Optionee upon the grant of an Option, the
exercise of an Option, or at some other time. The Corporation may
require, as a condition to the exercise of this Option, or demand,
at such other time as it may consider appropriate, that the
Optionee pay the Corporation the amount of any taxes which the
Corporation may determine is required to be collected or withheld,
and the Optionee shall comply with the requirement or demand of the
Corporation. Such required minimum tax withholding obligations may
be paid in whole or in part by shares of Stock retained from the
exercise of the Option creating the tax obligations valued at their
Fair Market Value (determined as provided in Section 3 hereof) on
the date of payment.
|
|
(b)
|
Securities Law
Compliance. Upon exercise (or partial exercise) of this Option, the
Optionee shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation,
be appropriate to permit the Corporation to issue or transfer the
Option Shares in compliance with the provisions of applicable
federal or state securities laws. The Corporation, in its
discretion, may postpone the issuance and delivery of Option Shares
upon any exercise of this Option until completion of such
registration or other qualification of such shares under any
federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. The Corporation may require
that, prior to the issuance or transfer of the Option Shares upon
exercise of this Option, the Optionee enter into a written
agreement to comply with any restrictions on subsequent disposition
that the Corporation deems necessary or advisable under any
applicable federal and state securities laws. Certificates of Stock
issued hereunder may be legended to reflect such
restrictions.
|
|
(c)
|
General. No
Option Shares shall be issued upon exercise of this Option unless
and until the Corporation is satisfied, in its sole discretion,
that there has been compliance with all legal requirements
applicable to the issuance of such Option Shares.
|
|
(a)
|
Amendment. This
Option may only be modified or amended by a writing signed by both
parties, unless the Committee determines that the proposed
modification or amendment would not materially and adversely affect
the Optionee, in which case the Optionee’s consent shall not
be required for such modification or amendment.
|
|
(b)
|
Notices. Any
notices required to be given under this Option or this Statement
shall be sufficient if in writing and if hand-delivered or if sent
by first class mail and addressed as follows:
|
if to the Corporation:
Washington
Trust Bancorp, Inc.
Westerly, Rhode
Island 02891
Attention:
Director of Human Resources
if to the Optionee:
at the address
maintained in the Corporation’s records
or to such
other address as either party may designate under the provisions
hereof.
|
(c)
|
Applicable Law.
All rights and obligations under this Option and this Statement
shall be governed by the laws of the State of Rhode
Island.
|
PLEASE DIRECT
ANY QUESTIONS TO:
|
Vernon F.
Bliven
Senior Vice
President, Human Resources
The Washington
Trust Company
23 Broad
Street
Westerly, RI
02891
(401)
348-1302
Email:
vfbliven@washtrust.com
|
|
Kristen L.
DiSanto
Vice President,
Human Resources
The Washington
Trust Company
23 Broad
Street
Westerly, RI
02891
(401)
348-1204
Email:
kldisanto@washtrust.com
|
Exhibit
10.4
WASHINGTON TRUST BANCORP,
INC.
1997 Equity Incentive
Plan
NONQUALIFIED STOCK OPTION
CERTIFICATE
TO:
________________ (Employee)
THIS OPTION is made as of the Grant Date by
WASHINGTON TRUST BANCORP, INC. (the "Corporation") to
____________ (the "Optionee").
Pursuant to the Plan and the Statement of Terms
and Conditions attached hereto and incorporated herein by reference
(the "Statement"), the Corporation hereby awards as of the Grant
Date to the Optionee a stock option (the "Option"), as described
below, to purchase the Option Shares.
|
B.
|
Type of Option:
Non-Qualified Stock Option
|
|
C.
|
Plan:
Washington Trust Bancorp, Inc. 1997 Equity Incentive Plan, as
amended (the “Plan”)
|
|
D.
|
Option Shares:
____________ shares of the Corporation’s common stock,
U.S. $0.0625 par value per share ("Stock").
|
|
E.
|
Option Exercise
Price: ____ per share of Stock
|
|
F.
|
Latest
Expiration Date: ____________ (the "Expiration Date"), subject to
earlier termination as provided in the attached Statement and in
the Plan.
|
|
G.
|
Exercisability
Schedule: Subject to the Statement, so long as the Optionee remains
an employee of the Corporation or a Subsidiary, the Option shall
become vested and exercisable as follows:
|
|
Number of
Option Shares Exercisable
|
Vesting and
Exercisable Dates for Such Shares
|
|
|
|
|
|
|
Acceptance of this Option requires no action on
the part of the Optionee. However, if the Optionee desires to
refuse the Option, he must notify the Corporation at the address
listed in the attached Statement. This Option is not intended to be
an Incentive Stock Option, as that term is described in Section 422
of the Internal Revenue Code of 1986, as amended.
WASHINGTON TRUST BANCORP,
INC.
1997 Equity Incentive
Plan
NONQUALIFIED STOCK
OPTION
STATEMENT OF TERMS AND
CONDITIONS OF OPTION
(For an Employee)
This Statement of Terms and Conditions (the
“Statement) supplies the terms and conditions of a grant of a
nonqualified stock option (the “Option”) under the
Washington Trust Bancorp, Inc. 1997 Equity Plan (the
“Plan” of the “Corporation”) unless any
specific grant or award explicitly states to the contrary. The
Option shall be subject to the provisions of the Plan, this
Statement and the Certificate.
|
(a)
|
This Option
shall terminate and be of no force or effect as of the earliest of
the following:
|
(ii) Three
years after the termination of the Optionee’s employment by
reason of the Optionee’s death, Permanent Disability (as
defined in §22(e)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”)) or the Optionee’s
retirement with the consent of the Corporation; and during such
three-year period, the Optionee or the Optionee’s executor,
administrator, legatees or distributees, as the case may be, shall
have the right to exercise the Option to the extent the right to
exercise the same had accrued but had not been exercised prior to
the Optionee’s termination of employment; or
(iii) The date
of the termination of the Optionee’s employment for any other
reason.
Notwithstanding the foregoing, in the case of
termination for cause, the ability to exercise this Option shall
terminate on the date of termination of employment and may be
terminated on such earlier date as the Corporation may specify, and
such date may be set so as to prevent the Optionee from further
exercising any portion of such Option.
Upon the Optionee’s termination of
employment, any portion of this Option that is not exercisable at
such time shall immediately terminate and be of no force or
effect.
|
(b)
|
The Committee,
as defined in the Plan, shall have discretion to determine whether
any termination of the Optionee’s employment by the
Corporation is to be considered as retirement with the consent of
the Corporation for the purposes of this Option and this Statement
and whether an authorized leave of absence on military or
government service or otherwise shall constitute a termination of
employment for the purposes of this Option or this Statement. Any
determination made by the Committee with respect to any matter
referred to in this Section 1 shall be final and conclusive on all
persons affected thereby. Employment by the Corporation shall be
deemed to include employment of the Optionee by, and to continue
during any period in which the Optionee is in the employment of, a
subsidiary of the Corporation.
|
(2)
Nontransferability; Persons Able to Exercise.
This Option may not be transferred other than by
will or the laws of descent and distribution. During the life of
the Optionee, only the Optionee may exercise the Option. If the
Optionee dies while still affiliated with the Corporation, or
during the periods specified in Section 1, this Option may be
exercised by his executors, administrators, legatees or
distributees, provided that such person or persons comply with the
provisions of the Certificate, this Statement, and the Plan
applicable to the Optionee.
(3) Method of
Exercising Option.
The Option may be exercised, in whole or in
part, by written notice to the Director of Human Resources of the
Corporation, on any business day, specifying the number of shares
which the Optionee wishes to purchase and including payment of the
Option Exercise Price as provided below, provided that the
Corporation, in its discretion, may modify or augment these
requirements as provided in Section 7 of this Statement, or
where appropriate because a person other than the Optionee is
exercising the Option pursuant to Section 2. In the event this
Option is exercised by any person other than the Optionee, the
notice shall be accompanied by appropriate proof of the right of
such person to exercise the Option. The written notice specified in
this Section must be accompanied by payment of the Option Exercise
Price for the shares being purchased in United States dollars in
cash or by check, bank draft or money order payable to the order of
the Corporation. If approved by the Committee, in its sole
discretion, payment may also be made as follows:
|
(a)
|
through the
delivery of shares of Stock of the Corporation already owned by the
Optionee with a Fair Market Value equal to the Option Exercise
Price, provided that the Optionee must have owned at least such
number of shares for at least six months; or
|
|
(b)
|
through the
reduction of the shares of Stock that the Optionee would be
entitled to receive upon exercise of the Option, such shares to be
valued at their Fair Market Value on the date of exercise, less
their Option Exercise Price, provided that the Optionee must
otherwise have owned at least the number of shares by which the
Option Shares are being reduced for at least six months;
or
|
|
(c)
|
by the Optionee
delivering to the Company a properly executed exercise notice
together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to
the Company to pay the purchase price; provided that in the event
the Optionee chooses to pay the purchase price as so provided, the
Optionee and the broker shall comply with such procedures and enter
into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure;
or
|
|
(d)
|
by any
combination of the foregoing.
|
For purposes of this Section 3, the Fair Market
Value of Stock so delivered or utilized shall be the fair market
value of the Stock as determined in the manner established by the
Corporation from time to time.
As soon as practical after receipt of this
notice and payment, the Corporation shall deliver a certificate or
certificates or form of certificate representing the Option Shares
registered in the name of the person or persons exercising such
Option. All shares purchased upon the exercise of this Option and
payment of the full Option Exercise Price will be fully paid and
nonassessable.
Notwithstanding anything to the contrary
contained herein, this Option shall not be exercised for the
purchase of fewer than 50 shares or all shares to which the Option
is currently exercisable if such number is less than 50.
The Option Shares are shares of the Stock of the
Corporation as constituted on the date of the Award, but if, and
whenever, prior to the delivery by the Corporation of all of the
Option Shares, the Corporation shall effect a subdivision or
consolidation of shares, or other capital readjustment, or the
payment of stock dividend, or other increase or reduction of the
number of shares of Stock outstanding, without receiving
compensation therefor in money, services or property,
then:
|
(a)
|
in the event of
any increases the aggregate effect of which is an increase of five
percent (5%) or more in the number of such shares outstanding, the
number of shares of Stock then remaining subject to this Option
shall be proportionately increased (except that any fractional
share resulting from any such adjustment shall be excluded from the
operation of this Statement), and the consideration payable per
share shall be proportionately reduced, and
|
|
(b)
|
in the event of
reductions the aggregate effect of which is a reduction of five
percent (5%) or more in the number of shares outstanding, the
number of shares of Stock then remaining subject to this Option
shall be proportionately reduced (except that any fractional share
resulting from any such adjustment shall be excluded from the
operation of this Statement
|
