EXHIBIT
4.3
WASHINGTON
COMMERCIAL BANCORP
DIRECTOR STOCK OPTION
PLAN
1. Purpose of the Plan. The purpose
of this Director Stock Option Plan ("Plan") is to provide
additional incentives to Directors of WASHINGTON COMMERCIAL
BANCORP, a Washington corporation ("Bancorp"), thereby helping to
attract and retain the best available personnel for positions as
directors of Bancorp and otherwise promoting the success of the
business activities of Bancorp. Bancorp intends that Options issued
under this Plan will constitute nonqualified stock
options.
2. Definitions. As used in this
Plan, the following definitions apply:
| a.
|
"Bancorp" has the
meaning set forth in paragraph 1 of this Plan. |
| b.
|
"Board" means the
Board of Directors of Bancorp. |
| c.
|
"Common Stock" means
Bancorp's common stock, no par value. |
| d.
|
"Committee" has the
meaning set forth in subparagraph 4(a) of this Plan. |
| e.
|
"Continuous Status as
a Director" means the absence of any interruption or termination of
service as a Director. |
| f. |
"Date of Grant"
of an Option means the date on which the Committee makes the
determination granting such Option, or such later date as the
Committee may designate. The Date of Grant shall be specified in
the Option agreement. |
| g. |
"Director" means any
person serving as a member of the Board of Bancorp or a Subsidiary
of Bancorp which is currently in existence or is hereafter
organized or is acquired by Bancorp. |
| h.
|
"Exercise Price" has
the meaning set forth in subparagraph 4(b)(2) of this
Plan. |
| i.
|
"Option" means a stock
option granted under this Plan, which constitutes a Nonqualified
Stock Option. |
| j.
|
"Optionee" means a
Director who receives an Option. |
| k.
|
"Plan" has the meaning
set forth in paragraph 1 of this Plan. |
| l.
|
"Parent" means any
corporation owning at least eighty percent (80%) of the total
voting power of the issued and outstanding stock of Bancorp, and
eighty percent (80%) of the total value of the issued and
outstanding stock of Bancorp. |
| m. |
"Subsidiary" means any
bank or other corporation of which not less than fifty percent
(50%) of the voting shares are held by Bancorp or a Subsidiary,
whether or not such corporation now exists or is hereafter
organized or acquired by Bancorp or a Subsidiary. |
3. Stock Subject to
Options.
a. Number of
Shares Reserved. The maximum number of shares which may be optioned
and sold under this Plan is __________ shares of the Common Stock
of Bancorp (subject to adjustment as provided in subparagraph 6(j)
of this Plan). During the term of this Plan, Bancorp will at all
times reserve and keep available a sufficient number of shares of
its Common Stock to satisfy the requirements of this
Plan.
b. Expired
Options. If any outstanding Option expires or becomes unexercisable
for any reason without having been exercised in full, the shares of
Common Stock allocable to the unexercised portion of such Option
will again become available for other Options.
4. Administration of the
Plan.
a. The Committee. The Board will
administer this Plan directly, acting as a Committee of the whole,
or if the Board elects, by a separate Committee appointed by the
Board for that purpose and consisting of at least three Board
members. All references in the Plan to the "Committee" refers to
this separate Committee, if any is established, or if none is then
in existence, refers to the Board as a whole. Once appointed, any
Committee will continue to serve until otherwise directed by the
Board. From time to time, the Board may increase the size of the
Committee and appoint additional members, remove members (with or
without cause), appoint new members in substitution, and fill
vacancies however caused. The Committee will select one of its
members as chairman, and will hold meetings at such times and
places as the chairman or a majority of the Committee may
determine. At all times, the Board will have the power to remove
all members of the Committee and thereafter to directly administer
this Plan as a Committee of the whole.
(1) Members
of the Committee who are eligible for Options or who have been
granted Options will be counted for all purposes in determining the
existence of a quorum at any meeting of the Committee and will be
eligible to vote on all matters before the Committee respecting the
granting of Options or administration of this Plan.
(2) At
least annually, the Committee must present a written report to the
Board indicating the Directors to whom Options have been granted
since the date of the last such report, and in each case the Date
of Grant, the number of shares optioned, and the per-share Exercise
Price.
b. Powers
of the Committee. All actions of the Committee must be either (i)
by a majority vote of the members of the full Committee at a
meeting of the Committee, or (ii) by unanimous written consent of
all members of the full Committee without a meeting. All decisions,
determinations and interpretations of the Committee will be final
and binding on all persons, including all Optionees and any other
holders or persons interested in any Options, unless otherwise
expressly determined by a vote of the majority of the entire Board.
No member of the Committee or of the Board will be liable for any
action or determination made in good faith with respect to the Plan
or any Option. Subject to all provisions and limitations of the
Plan, the Committee will have the authority and
discretion:
(1) to
determine the Directors to whom Options are to be granted, the
Dates of Grant, and the number of shares to be represented by each
Option;
(2) to
determine the price at which shares of Common Stock are to be
issued under an Option, subject to subparagraph 6(b) of this Plan
("Exercise Price");
(3) to
determine all other terms and conditions of each Option granted
under this Plan (including specification of the dates upon which
Options become exercisable, and whether conditioned on performance
standards, periods of service or otherwise), which terms and
conditions can vary between Options;
(4) to
modify or amend the terms of any Option previously granted, or to
grant substitute Options, subject to subparagraphs 6(l) and 6(m) of
this Plan;
(5) to
authorize any person or persons to execute and deliver Option
agreements or to take any other actions deemed by the Committee to
be necessary or appropriate to effect the grant of Options by the
Committee;
(6) to
interpret this Plan and to make all other determinations and take
all other actions which the Committee deems necessary or
appropriate to administer this Plan in accordance with its terms
and conditions.
5. Eligibility. Options may be
granted only to Directors. Granting of Options under this Plan will
be entirely discretionary with the Committee. Adoption of this Plan
will not confer on any Director any right to receive any Option or
Options under this Plan unless and until said Options are granted
by the Committee, in its sole discretion. Neither the adoption of
this Plan nor the granting of any Options under this Plan will
confer upon any Director or Optionee any right with respect to
continuation of status as a Director, nor will the same interfere
in any way with his or her right or with the right of the
shareholders of Bancorp or any Subsidiary to terminate his or her
status as a Director at any time.
6. Terms and Conditions of
Optio
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