RESTRICTED STOCK LETTER AGREEMENT
The Plan Administrator of the EvergreenBancorp, Inc. Second Amended 2000 Stock Option and Equity Compensation Plan (the “Plan”) is pleased to inform you that you have been selected to receive a grant of shares of the Common Stock of EvergreenBancorp, Inc. (“Company”). Such shares are “restricted stock” under the Plan (“Restricted Stock”) and are subject to the terms and conditions set forth below and in the Plan. A copy of the Plan is attached and incorporated into this Agreement by reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions hereof, the former shall govern. Capitalized terms used herein that are not defined herein shall have the meaning given to such terms in the Plan.
Price of Shares: No consideration is required to be paid by you for the shares of Restricted Shares. However, your right to continue to own the shares free of the restrictions (including, without limitation, the requirement that they be forfeited) set forth herein is subject to satisfaction of the conditions set forth herein below.
Status as Shareholder: You have all the rights of a shareholder (including voting, dividend and liquidation rights) with respect to shares of Restricted Stock that are issued and delivered to you hereunder, until such shares are forfeited or reacquired by the Company in accordance with the terms hereof and the Plan.
Forfeiture of Restricted Stock: If your employment with Company terminates for any reason whatsoever, then all unvested shares of Restricted Stock shall be forfeited by you and reacquired by Company, without payment to you therefor. Such forfeiture and reacquisition shall occur automatically, without the need for action by any person.
Transfer of Restricted Stock: Shares of Restricted Stock and the rights and privileges conferred by the Plan may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise). However, shares of Restricted Stock may be transferred, assigned, pledged or hypothecated after and as they vest.
Vesting: Your shares of Restricted Stock shall vest in accordance with the following schedule.
In the event your employment is involuntarily terminated other than for cause within one (1) year following a Change of Control, then all shares of Restricted Stock under this Letter Agreement will vest.
Section 83(b) Election: You acknowledge that you understand the following: