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SEPARATION AGREEMENT AND GENERAL RELEASE

Release Agreement

SEPARATION AGREEMENT AND GENERAL RELEASE | Document Parties: EVERGREENBANCORP INC | JEFFREY D. WHITE You are currently viewing:
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EVERGREENBANCORP INC | JEFFREY D. WHITE

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Title: SEPARATION AGREEMENT AND GENERAL RELEASE
Date: 3/15/2007

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Exhibit 10.12

EVERGREENBANCORP, INC.
SECOND AMENDED 2000 STOCK OPTION AND EQUITY COMPENSATION PLAN

RESTRICTED STOCK LETTER AGREEMENT

TO:                                                                                                       

     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.

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      Vesting: Your shares of Restricted Stock shall vest in accordance with the following schedule.

 

 

 

 

 

 

 

 

 

 

 

Portion of Total

Period of Your Continuous Employment

 

 

 

 

Restricted Stock that

With the Company From The Date of This Letter

 

 

 

 

Vests *

After 1 year

 

 

 

 

20%

 

 

 

 

 

 

After 2 years

 

 

 

 

40%

 

 

 

 

 

 

After 3 years

 

 

 

 

60%

 

 

 

 

 

 

After 4 years

 

 

 

 

80%

 

 

 

 

 

 

After 5 years

 

 

 

 

100%

 

 

 

 

*

 

Rounded up in each case to the nearest whole number; provided, however, that in no event will you have the right to acquire hereunder, over the entire vesting period, more than the total number of shares of Restricted Stock subject to this Letter Agreement.

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:

 

a.

 

Under Section 83(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the excess of the fair market value on the date of vesting of the shares of Restricted Stock over the fair market value on the date of grant of such shares will be taxed at the time of vesting as ordinary income and subject to payroll and withholding taxes and to tax reporting, as applicable.

 

 

 

 

 

b.

 

You may elect under Section 83(b) of the Code to be taxed at ordinary income tax rates based on the fair market value of the shares of Restricted Stock at the time such shares are granted, rather than at the time and as the shares of Restricted Stock vest. Such election (an “83(b) Election”) must be filed with the Internal Revenue Service within thirty (30) days from the date of grant. You (a) will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election if shares of Restricted Stock are subsequently forfeited to the Company, and (b) if the value of the shares of Restricted Stock subsequently declines, the 83(b) Election may cause you to recognize more compensation income than you would have otherwise recognized. The form for making an 83(b) Election is attached hereto as Exhibit A. FAILURE TO FILE SUCH ELECTION WITHIN THE REQUIRED THIRTY (30) DAY PERIOD AND AS OTHERWISE DESCRIBED IN THE FORM MAY RESULT IN THE

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RECOGNITION OF ORDINARY INCOME BY YOU AS SHARES OF RESTRICTED STOCK VEST.

 

 

 

 

 

c.

 

The foregoing is only a summary of the federal income tax laws that apply to the shares of Restricted Stock and does not purport to be complete. YOU ARE DIRECTED TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISI


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