Name
of Grantee:
|
|
Number
of Units:
|
|
Grant
Date:
|
|
Vesting
Date:
|
|
||
WASHINGTON
TRUST BANCORP, INC
|
||
By:
|
||
a. |
In
the event of a Change in Control of the Company, all Restricted Units
that
have not previously been forfeited shall immediately vest; provided
that
the Grantee is then employed by the Company or its Subsidiaries.
|
b. |
In
the event of the Grantee’s death, all Restricted Units that have not
previously been forfeited shall immediately vest; provided that the
Grantee was employed by the Company or its Subsidiaries immediately
prior
to the date of death.
|
c. |
Upon
the Retirement of the Grantee prior to the Vesting Date, the Grantee
shall
vest in a number of his Restricted Units determined by multiplying
the
number of Restricted Units credited to the Grantee by a fraction,
the
numerator of which shall be the number of full months from the Grant
Date
to the date of the Grantee’s Retirement and the denominator of which shall
be 36.
|
a. |
In
the case of a dividend payable on shares of Common Stock (“Shares”) in the
form of cash, the Company shall provide Grantee with additional
compensation in an amount equal to the aggregate number of Restricted
Units credited to the Grantee as of the record date of the dividend
multiplied by the cash dividend per share
amount.
|
b. |
In
the case of a dividend paid on Shares in the form of Shares, including
without limitation a distribution of Shares by reason of a stock
dividend,
stock split or otherwise, the number of Restricted Units credited
to the
Grantee shall be increased by a number equal to the product of (i)
the
aggregate number of Restricted Units that have been awarded to the
Recipient through the related dividend record date, and (ii) the
number of
Shares (including any fraction thereof) payable as dividend on one
Share.
Any additional Restricted Units shall be subject to the restrictions
of
this Statement in the same manner and for so long as the Restricted
Units
remain subject to such restrictions, and shall be promptly forfeited
to
the Company if and when the Restricted Units are so
forfeited.
|
a. |
As
soon as practicable following the Grantee’s vesting in the Restricted
Units, the Company shall issue to the Grantee a certificate representing
the number of Shares equal to the aggregate number of Restricted
Units
credited to the Grantee on such date in full satisfaction of such
Restricted Units. The issuance of certificates may be made in book
entry
form.
|
b. |
In
each instance above, the issuance of Shares to the Grantee shall
be
subject to the payment by the Grantee by cash or other means acceptable
to
the Company of any federal, state, local and other applicable taxes
required to be withheld in connection with such issuance in accordance
with Section 7 of this Statement. The Grantee understands that once
Shares
have been delivered to the Grantee in respect of the Restricted Units,
the
Grantee will be free to sell such Shares, subject to applicable
requirements of federal and state securities laws. Immediately after
the
issuance of Shares, this Statement shall terminate and be of no further
force or effect.
|
a. |
For
purposes of this Statement, a “Change in Control” of the Company shall
mean
|
i. |
the
acquisition by any individual, entity or group (within the meaning
of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”)), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
of the
then outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”); provided, however, that any acquisition by the
Company or its subsidiaries, or any employee benefit plan (or related
trust) of the Company or its subsidiaries of 20% or more of Outstanding
Company Common Stock shall not constitute a Change in Control; and
provided, further, that any acquisition by a corporation with respect
to
which, following such acquisition, more than 50% of the then outstanding
shares of common stock of such corporation, is then beneficially
owned,
directly or indirectly, by all or substantially all of the individuals
and
entities who were the beneficial owners of the Outstanding Company
Common
Stock immediately prior to such acquisition in substantially the
same
proportion as their ownership, immediately prior to such acquisition,
of
the Outstanding Company Common Stock, shall not constitute a Change
in
Control; or
|
ii. |
individuals
who, as of the Grant Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board,
provided that any individual becoming a director subsequent to the
Grant
Date whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption
of office is in connection with either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other
than
the Board; or
|
iii. |
consummation
by the Company of (A) a reorganization, merger or consolidation,
in each
case, with respect to which all or substantially all of the individuals
and entities who were the beneficial owners of the Outstanding Company
Common Stock immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than
40% of
the then outstanding shares of common stock of the corporation resulting
from such a reorganization, merger or consolidation; (B) a reorganization,
merger or consolidation, in each case, (1) with respect to which
all or
substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Common Stock immediately prior
to such
reorganization, merger or consolidation, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly,
more
than 40% but less than 50% of the then outstanding shares of common
stock
of the corporation resulting from such a reorganization, merger or
consolidation, (2) at least a majority of the directors then
constituting the Incumbent Board do not approve the transaction and
do not
designate the transaction as not constituting a Change in Control,
and (3)
following the transaction members of the then Incumbent Board do
not
continue to comprise at least a majority of the Board; or (C) the
sale or
other disposition of all or substantially all of the assets of the
Company, excluding a sale or other disposition of assets to a subsidiary
of the Company; or
|
iv. |
consummation
by The Washington Trust Company, the wholly-owned subsidiary of the
Company, of (A) a reorganization, merger or consolidation, in each
case,
with respect to which, following such reorganization, merger or
consolidation, the Company does not beneficially own, directly or
indirectly, more than 50% of the then outstanding shares of common
stock
of the corporation or bank resulting from such a reorganization,
merger or
consolidation or (B) the sale or other disposition of all or substantially
all of the assets of the Bank, excluding a sale or other disposition
of
assets to the Company or a subsidiary of the Company.
|
b. |
For
purposes of this Statement, “Retirement” shall mean the Grantee’s
termination of employment with the Company or a Subsidiary with an
election to commence promptly receipt of benefits under The Washington
Trust Company Pension Plan.
|
Number
of Option Shares Exercisable
|
Vesting
and Exercisable Dates for Such Shares
|
(a) |
This
Option shall terminate and be of no force or effect as of the earliest
of
the following:
|
(b) |
The
Committee, as defined in the Plan, shall have discretion to determine
whether any termination of the Optionee’s employment by the Corporation is
to be considered as for cause, or as retirement with the consent
of the
Corporation for the purposes of this Option and this Statement and
whether
an authorized leave of absence on military or government service
or
otherwise shall constitute a termination of employment for the purposes
of
this Option or this Statement. Any determination made by the Committee
with respect to any matter referred to in this Section 1 shall be
final
and conclusive on all persons affected thereby. Employment by the
Corporation shall be deemed to include employment of the Optionee
by, and
to continue during any period in which the Optionee is in the employment
of, a subsidiary of the Corporation.
|
(a) |
through
the delivery (or attestation as to the ownership) of shares of Stock,
valued at Fair Market Value on the exercise date, that have been
purchased
by the Optionee on the open market or that have been beneficially
owned by
the Optionee for at least six months and are not then subject to
restrictions under any Corporation plan;
or
|
(b) |
by
the Optionee delivering to the Corporation a properly executed exercise
notice together with irrevocable instructions to a broker to promptly
deliver to the Corporation cash or a check payable and acceptable
to the
Corporation to pay the purchase price; provided that in the event
the
Optionee chooses to pay the purchase price as so provided, the Optionee
and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Committee shall
prescribe as a condition of such payment procedure;
or
|
(c) |
by
any combination of the foregoing.
|
(a) |
Withholding
of Taxes. Pursuant to applicable federal, state, local or foreign
laws,
the Corporation may be required to collect or withhold income or
other
taxes from the Optionee upon the grant of an Option, the exercise
of an
Option, or at some other time. The Corporation may require, as a
condition
to the exercise of this Option, or demand, at such other time as
it may
consider appropriate, that the Optionee pay the Corporation the amount
of
any taxes which the Corporation may determine is required to be collected
or withheld, and the Optionee shall comply with the requirement or
demand
of the Corporation. Such required minimum tax withholding obligations
may
be paid in whole or in part by shares of Stock retained from the
exercise
of the Option creating the tax obligations valued at their Fair Market
Value (determined as provided in Section 3 hereof) on the date of
payment.
|
(b) |
Securities
Law Compliance. Upon exercise (or partial exercise) of this Option,
the
Optionee shall make such representations and furnish such information
as
may, in the opinion of counsel for the Corporation, be appropriate
to
permit the Corporation to issue or transfer the Option Shares in
compliance with the provisions of applicable federal or state securities
laws. The Corporation, in its discretion, may postpone the issuance
and
delivery of Option Shares upon any exercise of this Option until
completion of such registration or other qualification of such shares
under any federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. The Corporation may require
that,
prior to the issuance or transfer of the Option Shares upon exercise
of
this Option, the Optionee enter into a written agreement to comply
with
any restrictions on subsequent disposition that the Corporation deems
necessary or advisable under any applicable federal and state securities
laws. Certificates of Stock issued hereunder may be legended to reflect
such restrictions.
|
(c) |
General.
No Option Shares shall be issued upon exercise of this Option unless
and
until the Corporation is satisfied, in its sole discretion, that
there has
been compliance with all legal requirements applicable to the issuance
of
such Option Shares.
|
(a) |
Amendment.
This Option may only be modified or amended by a writing signed by
both
parties, unless the Committee determines that the proposed modification
or
amendment would not materially and adversely affect the Optionee,
in which
case the Optionee’s consent shall not be required for such modification or
amendment.
|
(b) |
Notices.
Any notices required to be given under this Option or this Statement
shall
be sufficient if in writing and if hand-delivered or if sent by first
class mail and addressed as
follows:
|
(c) |
Applicable
Law. All rights and obligations under this Option and this Statement
shall
be governed by the laws of the State of Rhode
Island.
|
(d) |
Definitions.
All capitalized terms used herein and not otherwise defined shall
have the
respective meaning set forth in the
Plan.
|
Vernon
F. Bliven
Senior
Vice President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1302
Email:
vfbliven@washtrust.com
|
or
|
Kristen
L. DiSanto
Vice
President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1204
Email:
kldisanto@washtrust.com
|
A. |
Grant
Date: ____________
|
B. |
Type
of Option: Non-Qualified Stock
Option
|
C. |
Plan:
Washington Trust Bancorp, Inc. 1997 Equity Incentive Plan, as amended
(the
“Plan”)
|
D. |
Option
Shares: _________________ shares of the Corporation’s common stock,
U.S. $0.0625 par value per share
("Stock").
|
E. |
Option
Exercise Price: _____ per share of
Stock
|
F. |
Latest
Expiration Date: _______________ (the "Expiration Date"), subject
to
earlier termination as provided in the attached Statement and in
the
Plan.
|
G. |
Exercisability
Schedule: Subject to the Statement, so long as the Optionee remains
a
director of the Corporation or a Subsidiary, the Option shall become
vested and exercisable as follows:
|
Number
of Option Shares Exercisable
|
Vesting
and Exercisable Dates for Such Shares
|
(b) |
This
Option shall terminate and be of no force or effect as of the earliest
of
the following:
|
(c) |
The
Committee shall have discretion to determine whether any termination
of
Optionee’s service as an active member of the Board of Directors is to be
considered as termination for cause for the purposes of this Agreement.
Any determination made by the Committee with respect to any matter
referred to in this Section 4 shall be final and conclusive on all
persons
affected thereby.
|
(a) |
through
the delivery of shares of Stock of the Corporation already owned
by the
Optionee with a Fair Market Value equal to the Option Exercise Price,
provided that the Optionee must have owned at least such number of
shares
for at least six months; or
|
(b) |
through
the reduction of the shares of Stock that the Optionee would be entitled
to receive upon exercise of the Option, such shares to be valued
at their
Fair Market Value on the date of exercise, less their Option Exercise
Price, provided that the Optionee must otherwise have owned at least
the
number of shares by which the Option Shares are being reduced for
at least
six months; or
|
(c) |
by
the Optionee delivering to the Company a properly executed exercise
notice
together with irrevocable instructions to a broker to promptly deliver
to
the Company cash or a check payable and acceptable to the Company
to pay
the purchase price; provided that in the event the Optionee chooses
to pay
the purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition
of
such payment procedure; or
|
(d) |
by
any combination of the foregoing.
|
(a) |
in
the event of any increases the aggregate effect of which is an increase
of
five percent (5%) or more in the number of such shares outstanding,
the
number of shares of Stock then remaining subject to this Option shall
be
proportionately increased (except that any fractional share resulting
from
any such adjustment shall be excluded from the operation of this
Statement), and the consideration payable per share shall be
proportionately reduced, and
|
(b) |
in
the event of reductions the aggregate effect of which is a reduction
of
five percent (5%) or more in the number of shares outstanding, the
number
of shares of Stock then remaining subject to this Option shall be
proportionately reduced (except that any fractional share resulting
from
any such adjustment shall be excluded from the operation of this
Statement), and the consideration payable per share shall be
proportionately increased.
|
(a) |
The
acquisition by any individual, entity or group (within the meaning
of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”)), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
of the
then outstanding shares of common stock of the Corporation (the
“Outstanding Corporation Common Stock”); provided, however, that any
acquisition by the Corporation or its subsidiaries, or any employee
benefit plan (or related trust) of the Corporation or its subsidiaries
of
20% or more of Outstanding Corporation Common Stock shall not constitute
a
Change in Control; and provided, further, that any acquisition by
a
corporation with respect to which, following such acquisition, more
than
50% of the then outstanding shares of common stock of such corporation,
is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners
of the
Outstanding Corporation Common Stock immediately prior to such acquisition
in substantially the same proportion as their ownership, immediately
prior
to such acquisition, of the Outstanding Corporation Common Stock,
shall
not constitute a Change in Control;
or
|
(b) |
Individuals
who, as of the Grant Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board,
provided that any individual becoming a director subsequent to the
Grant
Date whose election, or nomination for election by the Corporation’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption
of office is in connection with either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other
than
the Board; or
|
(c) |
Consummation
by the Corporation of (i) a reorganization, merger or consolidation,
in
each case, with respect to which all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding
Corporation Common Stock immediately prior to such reorganization,
merger
or consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than
40% of
the then outstanding shares of common stock of the corporation resulting
from such a reorganization, merger or consolidation; (ii) a
reorganization, merger or consolidation, in each case, (A) with respect
to
which all or substantially all of the individuals and entities who
were
the beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such reorganization, merger or consolidation,
following such reorganization, merger or consolidation, beneficially
own,
directly or indirectly, more than 40% but less than 50% of the then
outstanding shares of common stock of the corporation resulting from
such
a reorganization, merger or consolidation, (B) at least a majority
of the
directors then constituting the Incumbent Board do not approve the
transaction and do not designate the transaction as not constituting
a
Change in Control, and (C) following the transaction members of the
then
Incumbent Board do not continue to comprise at least a majority of
the
Board; or (iii) the sale or other disposition of all or substantially
all
of the assets of the Corporation, excluding a sale or other disposition
of
assets to a subsidiary of the Corporation; or
|
(d) |
Consummation
by The Washington Trust Company, the wholly-owned subsidiary of the
Corporation, of (i) a reorganization, merger or consolidation, in
each
case, with respect to which, following such reorganization, merger
or
consolidation, the Corporation does not beneficially own, directly
or
indirectly, more than 50% of the then outstanding shares of common
stock
of the corporation or bank resulting from such a reorganization,
merger or
consolidation or (ii) the sale or other disposition of all or
substantially all of the assets of the Bank, excluding a sale or
other
disposition of assets to the Corporation or a subsidiary of the
Corporation.
|
(a) |
Withholding
of Taxes. Pursuant to applicable federal, state, local or foreign
laws,
the Corporation may be required to collect or withhold income or
other
taxes from the Optionee upon the grant of an Option, the exercise
of an
Option, or at some other time. The Corporation may require, as a
condition
to the exercise of this Option, or demand, at such other time as
it may
consider appropriate, that the Optionee pay the Corporation the amount
of
any taxes which the Corporation may determine is required to be collected
or withheld, and the Optionee shall comply with the requirement or
demand
of the Corporation. Such required minimum tax withholding obligations
may
be paid in whole or in part by shares of Stock retained from the
exercise
of the Option creating the tax obligations valued at their Fair Market
Value (determined as provided in Section 3 hereof) on the date of
payment.
|
(b) |
Securities
Law Compliance. Upon exercise (or partial exercise) of this Option,
the
Optionee shall make such representations and furnish such information
as
may, in the opinion of counsel for the Corporation, be appropriate
to
permit the Corporation to issue or transfer the Option Shares in
compliance with the provisions of applicable federal or state securities
laws. The Corporation, in its discretion, may postpone the issuance
and
delivery of Option Shares upon any exercise of this Option until
completion of such registration or other qualification of such shares
under any federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. The Corporation may require
that,
prior to the issuance or transfer of the Option Shares upon exercise
of
this Option, the Optionee enter into a written agreement to comply
with
any restrictions on subsequent disposition that the Corporation deems
necessary or advisable under any applicable federal and state securities
laws. Certificates of Stock issued hereunder may be legended to reflect
such restrictions.
|
(c) |
General.
No Option Shares shall be issued upon exercise of this Option unless
and
until the Corporation is satisfied, in its sole discretion, that
there has
been compliance with all legal requirements applicable to the issuance
of
such Option Shares.
|
(a) |
Amendment.
This Option may only be modified or amended by a writing signed by
both
parties, unless the Committee determines that the proposed modification
or
amendment would not materially and adversely affect the Optionee,
in which
case the Optionee’s consent shall not be required for such modification or
amendment.
|
(b) |
Notices.
Any notices required to be given under this Option or this Statement
shall
be sufficient if in writing and if hand-delivered or if sent by first
class mail and addressed as
follows:
|
(c) |
Applicable
Law. All rights and obligations under this Option and this Statement
shall
be governed by the laws of the State of Rhode
Island.
|
Vernon
F. Bliven
Senior
Vice President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1302
Email:
vfbliven@washtrust.com
|
or
|
Kristen
L. DiSanto
Vice
President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1204
Email:
kldisanto@washtrust.com
|
A. |
Grant
Date: ____________
|
B. |
Type
of Option: Non-Qualified Stock
Option
|
C. |
Plan:
Washington Trust Bancorp, Inc. 1997 Equity Incentive Plan, as amended
(the
“Plan”)
|
D. |
Option
Shares: ____________ shares of the Corporation’s common stock,
U.S. $0.0625 par value per share
("Stock").
|
E. |
Option
Exercise Price: ____ per share of
Stock
|
F. |
Latest
Expiration Date: ____________ (the "Expiration Date"), subject
to earlier
termination as provided in the attached Statement and in the
Plan.
|
G. |
Exercisability
Schedule: Subject to the Statement, so long as the Optionee remains
an
employee of the Corporation or a Subsidiary, the Option shall become
vested and exercisable as follows:
|
Number
of Option Shares Exercisable
|
Vesting
and Exercisable Dates for Such Shares
|
(a) |
This
Option shall terminate and be of no force or effect as of the earliest
of
the following:
|
(b) |
The
Committee, as defined in the Plan, shall have discretion to determine
whether any termination of the Optionee’s employment by the Corporation is
to be considered as retirement with the consent of the Corporation
for the
purposes of this Option and this Statement and whether an authorized
leave
of absence on military or government service or otherwise shall constitute
a termination of employment for the purposes of this Option or this
Statement. Any determination made by the Committee with respect to
any
matter referred to in this Section 1 shall be final and conclusive
on all
persons affected thereby. Employment by the Corporation shall be
deemed to
include employment of the Optionee by, and to continue during any
period
in which the Optionee is in the employment of, a subsidiary of the
Corporation.
|
(a) |
through
the delivery of shares of Stock of the Corporation already owned
by the
Optionee with a Fair Market Value equal to the Option Exercise Price,
provided that the Optionee must have owned at least such number of
shares
for at least six months; or
|
(b) |
through
the reduction of the shares of Stock that the Optionee would be entitled
to receive upon exercise of the Option, such shares to be valued
at their
Fair Market Value on the date of exercise, less their Option Exercise
Price, provided that the Optionee must otherwise have owned at least
the
number of shares by which the Option Shares are being reduced for
at least
six months; or
|
(c) |
by
the Optionee delivering to the Company a properly executed exercise
notice
together with irrevocable instructions to a broker to promptly deliver
to
the Company cash or a check payable and acceptable to the Company
to pay
the purchase price; provided that in the event the Optionee chooses
to pay
the purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition
of
such payment procedure; or
|
(d) |
by
any combination of the foregoing.
|
(a) |
in
the event of any increases the aggregate effect of which is an increase
of
five percent (5%) or more in the number of such shares outstanding,
the
number of shares of Stock then remaining subject to this Option shall
be
proportionately increased (except that any fractional share resulting
from
any such adjustment shall be excluded from the operation of this
Statement), and the consideration payable per share shall be
proportionately reduced, and
|
(b) |
in
the event of reductions the aggregate effect of which is a reduction
of
five percent (5%) or more in the number of shares outstanding, the
number
of shares of Stock then remaining subject to this Option shall be
proportionately reduced (except that any fractional share resulting
from
any such adjustment shall be excluded from the operation of this
Statement), and the consideration payable per share shall be
proportionately increased.
|
(a) |
The
acquisition by any individual, entity or group (within the meaning
of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”)), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
of the
then outstanding shares of common stock of the Corporation (the
“Outstanding Corporation Common Stock”); provided, however, that any
acquisition by the Corporation or its subsidiaries, or any employee
benefit plan (or related trust) of the Corporation or its subsidiaries
of
20% or more of Outstanding Corporation Common Stock shall not constitute
a
Change in Control; and provided, further, that any acquisition by
a
corporation with respect to which, following such acquisition, more
than
50% of the then outstanding shares of common stock of such corporation,
is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners
of the
Outstanding Corporation Common Stock immediately prior to such acquisition
in substantially the same proportion as their ownership, immediately
prior
to such acquisition, of the Outstanding Corporation Common Stock,
shall
not constitute a Change in Control;
or
|
(b) |
Individuals
who, as of the Grant Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board,
provided that any individual becoming a director subsequent to the
Grant
Date whose election, or nomination for election by the Corporation’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption
of office is in connection with either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other
than
the Board; or
|
(c) |
Consummation
by the Corporation of (i) a reorganization, merger or consolidation,
in
each case, with respect to which all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding
Corporation Common Stock immediately prior to such reorganization,
merger
or consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than
40% of
the then outstanding shares of common stock of the corporation resulting
from such a reorganization, merger or consolidation; (ii) a
reorganization, merger or consolidation, in each case, (A) with respect
to
which all or substantially all of the individuals and entities who
were
the beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such reorganization, merger or consolidation,
following such reorganization, merger or consolidation, beneficially
own,
directly or indirectly, more than 40% but less than 50% of the then
outstanding shares of common stock of the corporation resulting from
such
a reorganization, merger or consolidation, (B) at least a majority
of the
directors then constituting the Incumbent Board do not approve the
transaction and do not designate the transaction as not constituting
a
Change in Control, and (C) following the transaction members of the
then
Incumbent Board do not continue to comprise at least a majority of
the
Board; or (iii) the sale or other disposition of all or substantially
all
of the assets of the Corporation, excluding a sale or other disposition
of
assets to a subsidiary of the Corporation; or
|
(d) |
Consummation
by The Washington Trust Company, the wholly-owned subsidiary of the
Corporation, of (i) a reorganization, merger or consolidation, in
each
case, with respect to which, following such reorganization, merger
or
consolidation, the Corporation does not beneficially own, directly
or
indirectly, more than 50% of the then outstanding shares of common
stock
of the corporation or bank resulting from such a reorganization,
merger or
consolidation or (ii) the sale or other disposition of all or
substantially all of the assets of the Bank, excluding a sale or
other
disposition of assets to the Corporation or a subsidiary of the
Corporation.
|
(a) |
Withholding
of Taxes. Pursuant to applicable federal, state, local or foreign
laws,
the Corporation may be required to collect or withhold income or
other
taxes from the Optionee upon the grant of an Option, the exercise
of an
Option, or at some other time. The Corporation may require, as a
condition
to the exercise of this Option, or demand, at such other time as
it may
consider appropriate, that the Optionee pay the Corporation the amount
of
any taxes which the Corporation may determine is required to be collected
or withheld, and the Optionee shall comply with the requirement or
demand
of the Corporation. Such required minimum tax withholding obligations
may
be paid in whole or in part by shares of Stock retained from the
exercise
of the Option creating the tax obligations valued at their Fair Market
Value (determined as provided in Section 3 hereof) on the date of
payment.
|
(b) |
Securities
Law Compliance. Upon exercise (or partial exercise) of this Option,
the
Optionee shall make such representations and furnish such information
as
may, in the opinion of counsel for the Corporation, be appropriate
to
permit the Corporation to issue or transfer the Option Shares in
compliance with the provisions of applicable federal or state securities
laws. The Corporation, in its discretion, may postpone the issuance
and
delivery of Option Shares upon any exercise of this Option until
completion of such registration or other qualification of such shares
under any federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. The Corporation may require
that,
prior to the issuance or transfer of the Option Shares upon exercise
of
this Option, the Optionee enter into a written agreement to comply
with
any restrictions on subsequent disposition that the Corporation deems
necessary or advisable under any applicable federal and state securities
laws. Certificates of Stock issued hereunder may be legended to reflect
such restrictions.
|
(c) |
General.
No Option Shares shall be issued upon exercise of this Option unless
and
until the Corporation is satisfied, in its sole discretion, that
there has
been compliance with all legal requirements applicable to the issuance
of
such Option Shares.
|
(a) |
Amendment.
This Option may only be modified or amended by a writing signed by
both
parties, unless the Committee determines that the proposed modification
or
amendment would not materially and adversely affect the Optionee,
in which
case the Optionee’s consent shall not be required for such modification or
amendment.
|
(b) |
Notices.
Any notices required to be given under this Option or this Statement
shall
be sufficient if in writing and if hand-delivered or if sent by first
class mail and addressed as
follows:
|
(c) |
Applicable
Law. All rights and obligations under this Option and this Statement
shall
be governed by the laws of the State of Rhode
Island.
|
Vernon
F. Bliven
Senior
Vice President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1302
Email:
vfbliven@washtrust.com
|
or
|
Kristen
L. DiSanto
Vice
President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1204
Email:
kldisanto@washtrust.com
|
A. |
Grant
Date: _______________
|
B. |
Type
of Option: Incentive Stock Option
|
C. |
Plan:
Washington Trust Bancorp, Inc. 1997 Equity Incentive Plan, as amended
(the
“Plan”)
|
D. |
Option
Shares: ____________________ shares of the Corporation’s common stock,
U.S. $0.0625 par value per share
("Stock").
|
E. |
Option
Exercise Price: ____________ per share of
Stock
|
F. |
Latest
Expiration Date: _______________ (the "Expiration Date"), subject
to
earlier termination as provided in the attached Statement and in
the
Plan.
|
G. |
Exercisability
Schedule: Subject to the Statement, so long as the Optionee remains
an
employee of the Corporation or a Subsidiary, the Option shall become
vested and exercisable as follows:
|
Number
of Option Shares Exercisable
|
Vesting
and Exercisable Dates for Such Shares
|
(a) |
This
Option shall terminate and be of no force or effect as of the earliest
of
the following:
|
(b) |
The
Committee, as defined in the Plan, shall have discretion to determine
whether any termination of the Optionee’s employment by the Corporation is
to be considered as retirement with the consent of the Corporation
for the
purposes of this Option and this Statement and whether an authorized
leave
of absence on military or government service or otherwise shall constitute
a termination of employment for the purposes of this Option or this
Statement. Any determination made by the Committee with respect to
any
matter referred to in this Section 1 shall be final and conclusive
on all
persons affected thereby. Employment by the Corporation shall be
deemed to
include employment of the Optionee by, and to continue during any
period
in which the Optionee is in the employment of, a subsidiary of the
Corporation.
|
(a) |
through
the delivery of shares of Stock of the Corporation already owned
by the
Optionee with a Fair Market Value equal to the Option Exercise Price,
provided that the Optionee must have owned at least such number of
shares
for at least six months; or
|
(b) |
through
the reduction of the shares of Stock that the Optionee would be entitled
to receive upon exercise of the Option, such shares to be valued
at their
Fair Market Value on the date of exercise, less their Option Exercise
Price, provided that the Optionee must otherwise have owned at least
the
number of shares by which the Option Shares are being reduced for
at least
six months; or
|
(c) |
by
the Optionee delivering to the Company a properly executed exercise
notice
together with irrevocable instructions to a broker to promptly deliver
to
the Company cash or a check payable and acceptable to the Company
to pay
the purchase price; provided that in the event the Optionee chooses
to pay
the purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition
of
such payment procedure; or
|
(d) |
by
any combination of the foregoing.
|
(a) |
in
the event of any increases the aggregate effect of which is an increase
of
five percent (5%) or more in the number of such shares outstanding,
the
number of shares of Stock then remaining subject to this Option shall
be
proportionately increased (except that any fractional share resulting
from
any such adjustment shall be excluded from the operation of this
Statement), and the consideration payable per share shall be
proportionately reduced, and
|
(b) |
in
the event of reductions the aggregate effect of which is a reduction
of
five percent (5%) or more in the number of shares outstanding, the
number
of shares of Stock then remaining subject to this Option shall be
proportionately reduced (except that any fractional share resulting
from
any such adjustment shall be excluded from the operation of this
Statement), and the consideration payable per share shall be
proportionately increased.
|
(a) |
The
acquisition by any individual, entity or group (within the meaning
of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”)), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
of the
then outstanding shares of common stock of the Corporation (the
“Outstanding Corporation Common Stock”); provided, however, that any
acquisition by the Corporation or its subsidiaries, or any employee
benefit plan (or related trust) of the Corporation or its subsidiaries
of
20% or more of Outstanding Corporation Common Stock shall not constitute
a
Change in Control; and provided, further, that any acquisition by
a
corporation with respect to which, following such acquisition, more
than
50% of the then outstanding shares of common stock of such corporation,
is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners
of the
Outstanding Corporation Common Stock immediately prior to such acquisition
in substantially the same proportion as their ownership, immediately
prior
to such acquisition, of the Outstanding Corporation Common Stock,
shall
not constitute a Change in Control;
or
|
(b) |
Individuals
who, as of the Grant Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board,
provided that any individual becoming a director subsequent to the
Grant
Date whose election, or nomination for election by the Corporation’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption
of office is in connection with either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other
than
the Board; or
|
(c) |
Consummation
by the Corporation of (i) a reorganization, merger or consolidation,
in
each case, with respect to which all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding
Corporation Common Stock immediately prior to such reorganization,
merger
or consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than
40% of
the then outstanding shares of common stock of the corporation resulting
from such a reorganization, merger or consolidation; (ii) a
reorganization, merger or consolidation, in each case, (A) with respect
to
which all or substantially all of the individuals and entities who
were
the beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such reorganization, merger or consolidation,
following such reorganization, merger or consolidation, beneficially
own,
directly or indirectly, more than 40% but less than 50% of the then
outstanding shares of common stock of the corporation resulting from
such
a reorganization, merger or consolidation, (B) at least a majority
of the
directors then constituting the Incumbent Board do not approve the
transaction and do not designate the transaction as not constituting
a
Change in Control, and (C) following the transaction members of the
then
Incumbent Board do not continue to comprise at least a majority of
the
Board; or (iii) the sale or other disposition of all or substantially
all
of the assets of the Corporation, excluding a sale or other disposition
of
assets to a subsidiary of the Corporation; or
|
(d) |
Consummation
by The Washington Trust Company, the wholly-owned subsidiary of the
Corporation, of (i) a reorganization, merger or consolidation, in
each
case, with respect to which, following such reorganization, merger
or
consolidation, the Corporation does not beneficially own, directly
or
indirectly, more than 50% of the then outstanding shares of common
stock
of the corporation or bank resulting from such a reorganization,
merger or
consolidation or (ii) the sale or other disposition of all or
substantially all of the assets of the Bank, excluding a sale or
other
disposition of assets to the Corporation or a subsidiary of the
Corporation.
|
(a) |
Withholding
of Taxes. Pursuant to applicable federal, state, local or foreign
laws,
the Corporation may be required to collect or withhold income or
other
taxes from the Optionee upon the grant of an Option, the exercise
of an
Option, or at some other time. The Corporation may require, as a
condition
to the exercise of this Option, or demand, at such other time as
it may
consider appropriate, that the Optionee pay the Corporation the amount
of
any taxes which the Corporation may determine is required to be collected
or withheld, and the Optionee shall comply with the requirement or
demand
of the Corporation. Such required minimum tax withholding obligations
may
be paid in whole or in part by shares of Stock retained from the
exercise
of the Option creating the tax obligations valued at their Fair Market
Value (determined as provided in Section 3 hereof) on the date of
payment.
|
(b) |
Securities
Law Compliance. Upon exercise (or partial exercise) of this Option,
the
Optionee shall make such representations and furnish such information
as
may, in the opinion of counsel for the Corporation, be appropriate
to
permit the Corporation to issue or transfer the Option Shares in
compliance with the provisions of applicable federal or state securities
laws. The Corporation, in its discretion, may postpone the issuance
and
delivery of Option Shares upon any exercise of this Option until
completion of such registration or other qualification of such shares
under any federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. The Corporation may require
that,
prior to the issuance or transfer of the Option Shares upon exercise
of
this Option, the Optionee enter into a written agreement to comply
with
any restrictions on subsequent disposition that the Corporation deems
necessary or advisable under any applicable federal and state securities
laws. Certificates of Stock issued hereunder may be legended to reflect
such restrictions.
|
(c) |
General.
No Option Shares shall be issued upon exercise of this Option unless
and
until the Corporation is satisfied, in its sole discretion, that
there has
been compliance with all legal requirements applicable to the issuance
of
such Option Shares.
|
(a) |
Amendment.
This Option may only be modified or amended by a writing signed by
both
parties, unless the Committee determines that the proposed modification
or
amendment would not materially and adversely affect the Optionee,
in which
case the Optionee’s consent shall not be required for such modification or
amendment.
|
(b) |
Notices.
Any notices required to be given under this Option or this Statement
shall
be sufficient if in writing and if hand-delivered or if sent by first
class mail and addressed as
follows:
|
(c) |
Applicable
Law. All rights and obligations under this Option and this Statement
shall
be governed by the laws of the State of Rhode
Island.
|
Vernon
F. Bliven
Senior
Vice President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1302
Email:
vfbliven@washtrust.com
|
or
|
Kristen
L. DiSanto
Vice
President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1204
Email:
kldisanto@washtrust.com
|
Name
of Grantee:
|
|
Number
of Units:
|
|
Grant
Date:
|
|
Vesting
Date:
|
WASHINGTON
TRUST BANCORP, INC
|
|
By:
|
|
Gary
P. Bennett
|
|
Title:
|
Compensation
& Human Resources Committee
Chairman
|
a. |
In
the event of a Change in Control of the Company, all Restricted Units
that
have not previously been forfeited shall immediately vest; provided
that
the Grantee is then an active member of the Board of
Directors.
|
b. |
In
the event of the Grantee’s death, all Restricted Units that have not
previously been forfeited shall immediately vest; provided that the
Grantee was an active member of the Board of Directors immediately
prior
to the date of death.
|
c. |
Upon
the Retirement of the Grantee prior to the Vesting Date, all Restricted
Units that have not previously been forfeited shall immediately
vest.
|
a. |
In
the case of a dividend payable on shares of Common Stock (“Shares”) in the
form of cash, the Company shall provide Grantee with an additional
cash
payment in an amount equal to the aggregate number of Restricted
Units
credited to the Grantee as of the record date of the dividend multiplied
by the cash dividend per share
amount.
|
b. |
In
the case of a dividend paid on Shares in the form of Shares, including
without limitation a distribution of Shares by reason of a stock
dividend,
stock split or otherwise, the number of Restricted Units credited
to the
Grantee shall be increased by a number equal to the product of (i)
the
aggregate number of Restricted Units that have been awarded to the
Recipient through the related dividend record date, and (ii) the
number of
Shares (including any fraction thereof) payable as dividend on one
Share.
Any additional Restricted Units shall be subject to the restrictions
of
this Statement in the same manner and for so long as the Restricted
Units
remain subject to such restrictions, and shall be promptly forfeited
to
the Company if and when the Restricted Units are so
forfeited.
|
a. |
As
soon as practicable following the Grantee’s vesting in the Restricted
Units, the Company shall issue to the Grantee a certificate representing
the number of Shares equal to the aggregate number of Restricted
Units
credited to the Grantee on such date in full satisfaction of such
Restricted Units. The issuance of certificates may be made in book
entry
form.
|
b. |
In
each instance above, the issuance of Shares to the Grantee shall
be
subject to the payment by the Grantee by cash or other means acceptable
to
the Company of any federal, state, local and other applicable taxes
required to be withheld in connection with such issuance in accordance
with Section 7 of this Statement. The Grantee understands that once
Shares
have been delivered to the Grantee in respect of the Restricted Units,
the
Grantee will be free to sell such Shares, subject to applicable
requirements of federal and state securities laws. Immediately after
the
issuance of Shares, this Statement shall terminate and be of no further
force or effect.
|
a. |
For
purposes of this Statement, a “Change in Control” of the Company shall
mean
|
i. |
the
acquisition by any individual, entity or group (within the meaning
of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”)), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
of the
then outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”); provided, however, that any acquisition by the
Company or its subsidiaries, or any employee benefit plan (or related
trust) of the Company or its subsidiaries of 20% or more of Outstanding
Company Common Stock shall not constitute a Change in Control; and
provided, further, that any acquisition by a corporation with respect
to
which, following such acquisition, more than 50% of the then outstanding
shares of common stock of such corporation, is then beneficially
owned,
directly or indirectly, by all or substantially all of the individuals
and
entities who were the beneficial owners of the Outstanding Company
Common
Stock immediately prior to such acquisition in substantially the
same
proportion as their ownership, immediately prior to such acquisition,
of
the Outstanding Company Common Stock, shall not constitute a Change
in
Control; or
|
ii. |
individuals
who, as of the Grant Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board,
provided that any individual becoming a director subsequent to the
Grant
Date whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption
of office is in connection with either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other
than
the Board; or
|
iii. |
consummation
by the Company of (A) a reorganization, merger or consolidation,
in each
case, with respect to which all or substantially all of the individuals
and entities who were the beneficial owners of the Outstanding Company
Common Stock immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than
40% of
the then outstanding shares of common stock of the corporation resulting
from such a reorganization, merger or consolidation; (B) a reorganization,
merger or consolidation, in each case, (1) with respect to which
all or
substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Common Stock immediately prior
to such
reorganization, merger or consolidation, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly,
more
than 40% but less than 50% of the then outstanding shares of common
stock
of the corporation resulting from such a reorganization, merger or
consolidation, (2) at least a majority of the directors then
constituting the Incumbent Board do not approve the transaction and
do not
designate the transaction as not constituting a Change in Control,
and (3)
following the transaction members of the then Incumbent Board do
not
continue to comprise at least a majority of the Board; or (C) the
sale or
other disposition of all or substantially all of the assets of the
Company, excluding a sale or other disposition of assets to a subsidiary
of the Company; or
|
iv. |
consummation
by The Washington Trust Company, the wholly-owned subsidiary of the
Company, of (A) a reorganization, merger or consolidation, in each
case,
with respect to which, following such reorganization, merger or
consolidation, the Company does not beneficially own, directly or
indirectly, more than 50% of the then outstanding shares of common
stock
of the corporation or bank resulting from such a reorganization,
merger or
consolidation or (B) the sale or other disposition of all or substantially
all of the assets of the Bank, excluding a sale or other disposition
of
assets to the Company or a subsidiary of the Company.
|
b. |
For
purposes of this Statement, “Retirement” shall mean the Grantee’s
cessation of service as a Director as of the Annual Meeting date
following
the attainment of age 70.
|
Name
of Grantee:
|
|
No.
of Shares:
|
|
Purchase
Price per Share:
|
|
Grant
Date:
|
a. |
Shares
of Restricted Stock granted herein may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of by the Grantee prior
to
vesting.
|
b. |
If
the Grantee’s employment with the Company and its Subsidiaries is
voluntarily or involuntarily terminated for any reason prior to vesting
of
shares of Restricted Stock granted herein, all shares of Restricted
Stock
that have not been vested shall be forfeited and returned to the
Company.
|
Number
of Shares Vested
|
Vesting
Date
|
(a) |
The
acquisition by any individual, entity or group (within the meaning
of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”)), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
of the
then outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”); provided, however, that any acquisition by the
Company or its subsidiaries, or any employee benefit plan (or related
trust) of the Company or its subsidiaries of 20% or more of Outstanding
Company Common Stock shall not constitute a Change in Control; and
provided, further, that any acquisition by a corporation with respect
to
which, following such acquisition, more than 50% of the then outstanding
shares of common stock of such corporation, is then beneficially
owned,
directly or indirectly, by all or substantially all of the individuals
and
entities who were the beneficial owners of the Outstanding Company
Common
Stock immediately prior to such acquisition in substantially the
same
proportion as their ownership, immediately prior to such acquisition,
of
the Outstanding Company Common Stock, shall not constitute a Change
in
Control; or
|
(b) |
Individuals
who, as of the Grant Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board,
provided that any individual becoming a director subsequent to the
Grant
Date whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption
of office is in connection with either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other
than
the Board; or
|
(c) |
Consummation
by the Company of (i) a reorganization, merger or consolidation,
in each
case, with respect to which all or substantially all of the individuals
and entities who were the beneficial owners of the Outstanding Company
Common Stock immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than
40% of
the then outstanding shares of common stock of the corporation resulting
from such a reorganization, merger or consolidation; (ii) a
reorganization, merger or consolidation, in each case, (A) with respect
to
which all or substantially all of the individuals and entities who
were
the beneficial owners of the Outstanding Company Common Stock immediately
prior to such reorganization, merger or consolidation, following
such
reorganization, merger or consolidation, beneficially own, directly
or
indirectly, more than 40% but less than 50% of the then outstanding
shares
of common stock of the corporation resulting from such a reorganization,
merger or consolidation, (B) at least a majority of the directors
then
constituting the Incumbent Board do not approve the transaction and
do not
designate the transaction as not constituting a Change in Control,
and (C)
following the transaction members of the then Incumbent Board do
not
continue to comprise at least a majority of the Board; or (iii) the
sale
or other disposition of all or substantially all of the assets of
the
Company, excluding a sale or other disposition of assets to a subsidiary
of the Company; or
|
(d) |
Consummation
by The Washington Trust Company, the wholly-owned subsidiary of the
Company, of (i) a reorganization, merger or consolidation, in each
case,
with respect to which, following such reorganization, merger or
consolidation, the Company does not beneficially own, directly or
indirectly, more than 50% of the then outstanding shares of common
stock
of the corporation or bank resulting from such a reorganization,
merger or
consolidation or (ii) the sale or other disposition of all or
substantially all of the assets of the Bank, excluding a sale or
other
disposition of assets to the Company or a subsidiary of the Company.
|
(a) |
Legended
Certificates. The Grantee is executing and delivering to the Company
blank
stock powers to be used in the event of forfeiture. Any certificates
representing shares of unvested Restricted Stock shall be held by
the
Company and such certificates (and, to the extent determined by the
Company, any other evidence of ownership of unvested Restricted Stock)
shall contain the following legend:
|
(b) |
Book
Entry. If unvested shares of Restricted Stock are held in book entry
form,
the Grantee agrees that the Company may give stop transfer instructions
to
the transfer agent to ensure compliance with the provisions of this
Agreement.
|
(c) |
Acknowledgement.
The Grantee hereby (i) acknowledges that the Restricted Stock may
be held
in the book entry form on the books of the Company’s transfer agent and
irrevocably authorizes the Company to take such actions as may be
necessary or appropriate to effectuate a transfer of the record ownership
of any such shares that are unvested and forfeited hereunder; (ii)
agrees
to deliver to the Company, as a precondition to the issuance of any
certificate or certificates with respect to unvested shares of Restricted
Stock, one or more stock powers, endorsed in blank, with respect
to such
shares; and (iii) agrees to sign other powers and take such other
action
as the Company may reasonably request to accomplish the transfer
or
forfeiture of any shares of unvested Restricted Stock that are forfeited
hereunder.
|
WASHINGTON
TRUST BANCORP, INC.
|
|
By:
|
|
John
C. Warren
|
|
Chairman
and Chief Executive Officer
|
Date
|
Employee
Name
|
|
Employee
Address
|
||
A. |
Grant
Date: _____________
|
B. |
Type
of Option: Non-Qualified Stock
Option
|
C. |
Plan:
Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan (the
“Plan”)
|
D. |
Option
Shares: _______________ shares of the Corporation’s common stock,
U.S. $0.0625 par value per share
("Stock").
|
E. |
Option
Exercise Price: __________ per share of
Stock
|
F. |
Latest
Expiration Date: _______________ (the "Expiration Date"), subject
to
earlier termination as provided in the attached Statement and in
the
Plan.
|
G. |
Exercisability
Schedule: Subject to the Statement, so long as the Optionee remains
a
director of the Corporation or a Subsidiary, the Option shall become
vested and exercisable as follows:
|
Number
of Option Shares Exercisable
|
Vesting
and Exercisable Dates for Such Shares
|
Vernon
F. Bliven
Senior
Vice President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1302
Email:
vfbliven@washtrust.com
|
or
|
Kristen
L. DiSanto
Vice
President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1204
Email:
kldisanto@washtrust.com
|
A. |
Grant
Date: _______________
|
B. |
Type
of Option: Incentive Stock Option
|
C. |
Plan:
Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan (the
“Plan”)
|
D. |
Option
Shares: _______________ shares of the Corporation’s common stock,
U.S. $0.0625 par value per share
("Stock").
|
E. |
Option
Exercise Price: ______ per share of
Stock
|
F. |
Latest
Expiration Date: _____________ (the "Expiration Date"), subject
to earlier
termination as provided in the attached Statement and in the
Plan.
|
G. |
Exercisability
Schedule: Subject to the Statement, so long as the Optionee remains
an
employee of the Corporation or a Subsidiary, the Option shall become
vested and exercisable as follows:
|
Number
of Option Shares Exercisable
|
Vesting
and Exercisable Dates for Such Shares
|
Vernon
F. Bliven
Senior
Vice President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1302
Email:
vfbliven@washtrust.com
|
or
|
Kristen
L. DiSanto
Vice
President, Human Resources
The
Washington Trust Company
23
Broad Street
Westerly,
RI 02891
(401)
348-1204
Email:
kldisanto@washtrust.com
|