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.
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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.
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3.
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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.
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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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*
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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.
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5.
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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.
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6.
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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.
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7.
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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.
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8.
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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.
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9.
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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 hav
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