EVERGREENBANCORP, INC.
SECOND AMENDED 2000 STOCK OPTION AND EQUITY COMPENSATION
PLAN
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.
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Vesting:
Your shares of Restricted Stock shall vest in accordance with the
following schedule.
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Portion of
Total
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Period of
Your Continuous Employment
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Restricted
Stock that
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With the
Company From The Date of This Letter
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Vests
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20%
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40%
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60%
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80%
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100%
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*
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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.
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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:
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a.
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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.
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b.
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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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2
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RECOGNITION OF ORDINARY INCOME BY
YOU AS SHARES OF RESTRICTED STOCK VEST.
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c.
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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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