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Exhibit
99.2
COLUMBIA BANKING SYSTEM,
INC.
STOCK OPTION
AGREEMENT
THIS STOCK OPTION AGREEMENT
(“Agreement”) is entered into by and between Columbia
Banking System, Inc. (“Bank”) and
(“Grantee”).
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| Number of
Shares of Common Stock Subject to the Option: |
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| Exercise
Price (per share): |
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| Date of
Grant: |
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| Date of
Termination: |
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| The Option
is a: |
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¨ Nonqualified
Stock Option; or
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¨ Incentive Stock
Option
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| 2. |
Bank hereby grants to Grantee an option (“Option”)
to purchase, at the Exercise Price, the number shares of Common
Stock subject to the Option, as the Option Vests (in accordance
with the vesting schedule set forth in paragraph 4) with respect to
such shares. |
| 3. |
The Option is granted under the Amended and Restated Stock
Option and Equity Compensation plan of Columbia Banking System,
Inc. (the “Plan”), a copy of which has been provided to
Grantee. The terms and conditions of the Plan are hereby
incorporated into this Agreement by this reference. In the event of
a conflict between the terms and conditions of the Plan and the
terms and conditions of this Agreement, the former shall govern.
Capitalized terms used in this Agreement that are not defined
herein shall have the meaning given to such terms in the
Plan. |
1
Except as otherwise provided
in the Plan, the Option shall Vest with respect to the shares of
Common Stock subject to the Option in accordance with the vesting
schedule set forth below.
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If Grantee maintains
Continuous Status
as an Employee on the
following
anniversary date after
the
Date of
Grant
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Then the Option shall Vest
with
respect to the following
percent of the
number of shares of Common
Stock
subject to the Option
*
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1 st
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25% |
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2 nd
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25% |
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3 rd
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25% |
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4 th
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25% |
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Rounded up in each case to the nearest whole number. But in no
event shall Grantee have the right to acquire hereunder, over the
entire vesting period, more than the total number of shares of
Common Stock subject to the Option, as described in paragraph
1. |
| 5. |
The Option shall terminate on the Date of Termination, unless
sooner terminated by reason of death, Disability or other
termination of status as an employee as provided in the Plan.
Following such termination, Grantee and Bank shall have no further
rights or obligations with respect to the Option. |
| 6. |
This Option must be exercised by delivery to Bank of a written
notice of exercise signed by Grantee specifying the number of
shares with respect to which this Option is being exercised and the
per-share Exercise Price, accompanied by payment in full of the
amount of the Exercise Price for the number of shares being
purchased. |
| 7. |
The Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner, other than by will or by
the laws of descent or distribution. |
| 8. |
Shares of Common Stock shall not be issued with respect to the
Option, unless the exercise of such Option and the issuance and
delivery of shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, all securities
laws, rules and regulations, and the requirements of any stock
exchange upon which the Common Stock may then be listed. Issuance
of shares of Common Stock is further subject to the approval of
counsel for Bank with respect to such compliance. |
| 9. |
Bank, in its
sole discretion, may take any actions reasonably believed by it to
be required to comply with any local, state, or federal tax laws
relating to the reporting or withholding of taxes attributable to
the grant or exercise of the Option or the disposition of shares of
Common Stock issued upon exercise of the Option, including, but not
limited to, (i) withholding from any person exercising an
Option a number of shares of Common Stock having a Fair Market
Value as of the date of such withholding equal to the amount
required to be withheld by Bank under applicable tax laws,
(ii) withholding, or causing to be withheld, from any form
of compensation or other amount due Grantee or holder of
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