Exhibit 10.3
EVERGREENBANCORP,
INC.
STOCK OPTION
AGREEMENT
THIS STOCK OPTION AGREEMENT
(“Agreement”) is entered into by and between
EvergreenBancorp, Inc. (“Company”) and
(“Grantee”).
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1. Basis
Terms of Award
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Number
of Shares of Common Stock Subject to the Option:
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______________________________
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Exercise Price (per share):
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______________________________
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Date
of Grant:
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______________________________
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Date
of Termination:
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______________________________
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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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Company 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 EvergreenBancorp, Inc. Stock Option and Equity
Compensation Plan (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 is
employed by Company (as defined in the Plan) without interruption
from the Date of Grant to the following anniversary date of 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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* 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 Company 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 Company 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 Company
with respect to such compliance.
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