EVERGREEN BANCORP,
INC.
1995 DIRECTORS STOCK OPTION
PLAN
The purpose of
the Evergreen Bancorp, Inc. (henceforth the “Bank”)
1995 Directors Stock Option Plan (henceforth the
“Plan”) is to advance the interests of the Bank and its
shareholders by aiding the Bank in attracting, retaining and
motivating high quality directors for the Bank.
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4.1
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A member of a
controlled group of corporations of which the Bank is a member
or;
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4.2
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An
unincorporated trade or business which is under common control with
the Bank as determined in accordance with Section 414(c) of the
Internal Revenue Code of 1986, as amended (henceforth the
“Code”) and regulations issued thereunder.
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For purposes
hereof, a “controlled group of corporations” shall mean
a controlled group of corporations as defined in Section 1563(a) of
the Code determined without regard to Section 1563(a)(4) and
(e)(3)(C) of the Code.
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2.
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“Award” means the grant of a Stock
Option under the Plan.
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3.
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“Board” means the Board of Directors
of the Bank.
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4.
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“Change
in Control” means, for the purposes of the Plan, an event of
the nature that:
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4.1
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Would be
required to be reported in response to Item 1(a) of the current
report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
(henceforth the “Exchange Act”); or,
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4.2
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Results in a
Change in Control of the Bank within the meaning of the Change in
Bank Control Act, as amended and the Rules and Regulations
promulgated by the Federal Deposit Insurance Company (henceforth
the “FDIC”) at 12 C.F.R. Section 303.4(a) as in effect
on the date hereof; or,
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4.3
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Without
limitation such a Change in Control shall be deemed to have
occurred at such time as:
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a.
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Any
“person” (as the term is used in Section 13(d) and
14(d) of the Exchange Act), or group of persons acting in concert,
is or becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act) directly or indirectly, of any
class of equity securities of the Bank representing 25% or more of
a class of equity securities except for any securities purchased by
the by the Bank’s employee stock ownership plan and trust;
or,
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b.
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Individuals who
constitute the Board on the date hereof (the “Incumbent
Board”) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election was approved by a vote
of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the
Bank’s shareholders was approved by the Nominating Committee
serving under an Incumbent Board, shall be considered as though he
were a member of the Incumbent Board for purposes of this clause
(b); or,
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c.
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A plan of
reorganization, merger, consolidation, sale of all or substantially
all the assets of the Bank or similar transaction occurs in which
the Bank is not the resulting entity; or,
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d.
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A plan of
reorganization, merger, consolidation, sale of all or substantially
all of the assets of the Bank is adopted by the stockholders of the
Bank, by someone other than the current management of the Bank,
seeking stockholder approval of a plan or similar transaction with
one or more corporations as a result of which the outstanding
shares of the class of securities then subject to such plan or
transaction would be exchanged for or converted into cash or
property, securities not issued by the Bank or any combination
thereof; or,
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e.
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A tender offer
is made for 25% or more of the voting securities of the Bank then
outstanding.
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5.
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“Code” means the Internal Revenue
Code of 1986, as amended.
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6.
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“Common
Stock” means the $3.33-1/3 par value common stock of the
Bank.
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7.
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“Date of
Grant” means the date an Award is made to a
Participant.
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8.
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“Disability” means any physical or
mental condition which may reasonably be expected to be permanent
and which renders the Member incapable of continuing as an employee
for his customary Hours of Employment, provided, however, that such
disability originated while the Member was in the active service of
the Employer and (1) did not arise while engaged in or as a
resul
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