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:
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a.
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"Bancorp" has the meaning set
forth in paragraph 1 of this Plan.
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b.
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"Board" means the Board of
Directors of Bancorp.
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c.
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"Common Stock" means Bancorp's
common stock, no par value.
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d.
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"Committee" has the meaning
set forth in subparagraph 4(a) of this Plan.
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e.
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"Continuous Status as a
Director" means the absence of any interruption or termination of
service as a Director.
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f.
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"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.
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g.
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"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.
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h.
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"Exercise Price" has the
meaning set forth in subparagraph 4(b)(2) of this Plan.
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i.
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"Option" means a stock option
granted under this Plan, which constitutes a Nonqualified
Stock Option.
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j.
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"Optionee" means a Director
who receives an Option.
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k.
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"Plan" has the meaning set
forth in paragraph 1 of this Plan.
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l.
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"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.
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m.
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"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.
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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
Conditio
