As filed with the Securities and Exchange Commission on July 23, 2020
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Registration Statement No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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TIMBERLAND BANCORP, INC.
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(Exact name of registrant as specified in its charter)
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Washington
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91-1863696
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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624 Simpson Avenue
Hoquiam, Washington
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98550
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(Address of principal executive offices)
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(Zip code)
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Timberland Bancorp, Inc. 2019 Equity Incentive Plan
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(Full title of the plan)
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Dean J. Brydon
Chief Financial Officer
Timberland Bancorp, Inc.
624 Simpson Avenue
Hoquiam, Washington 98550
(360) 533-4747
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John F. Breyer, Jr.
Breyer & Associates PC
8180 Greensboro Drive
Suite 785
McLean, Virginia 22102
(703) 883-1100
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(Name, address and telephone number of agent for service)
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act.
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☐
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered
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Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
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Amount of
registration fee
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Common stock, $.01 par value per share
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350,000(1)
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$16.23(2)
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$5,680,500
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$737.33
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(1)Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares which may be necessary
to adjust the number of shares reserved for issuance pursuant to the Timberland Bancorp, Inc. 2019 Equity Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of the registrant.
(2)Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act of 1933, calculated on the basis of $16.23 per share, the average of the high and
low sale prices per share of the registrant’s common stock on the Nasdaq Global Market on July 20, 2020, which date is within five business days prior to filing this Registration Statement.
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(a) |
the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 (File No. 000-23333) filed with the Commission on December 9, 2019;
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(b) |
all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in Item 3(a) above; and
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(c) |
the description of the Registrant’s common stock, par value $.01 per share, set forth in its Registration Statement on Form 8-A registering its common stock pursuant to
Section 12(g) of the Securities Exchange Act of 1934, filed November 11, 1997, and all amendments thereto or reports filed for the purpose of updating such description.
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Exhibit
Number
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Description of Document
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Exhibit
Number
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Description of Document |
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(1) |
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (333-35817) filed on September 17, 1997.
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(2) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 1, 2018.
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(3) |
Filed as an exhibit to the Registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders held on January 28, 2020.
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Item 9. |
Undertakings
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(a) |
The undersigned Registrant hereby undertakes:
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TIMBERLAND BANCORP, INC.
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By: /s/Michael R. Sand
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Michael R. Sand
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President and Chief Executive Officer
(Duly Authorized Representative)
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Signature
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Title
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Date
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/s/Michael R. Sand | President, Chief Executive Officer and |
July 23, 2020 |
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Michael R. Sand
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Director (Principal Executive Officer)
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/s/Jon C. Parker | Chairman of the Board |
July 23, 2020 |
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Jon C. Parker
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/s/Dean J. Brydon | Chief Financial Officer (Principal Financial |
July 23, 2020 |
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Dean J. Brydon
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and Accounting Officer)
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/s/Andrea M. Clinton | Director |
July 23, 2020 | ||
Andrea M. Clinton
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/s/James A. Davis | Director |
July 23, 2020 |
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James A. Davis
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/s/Larry D. Goldberg | Director | July 23, 2020 |
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Larry D. Goldberg
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/s/Kathy D. Leodler | Director | July 23, 2020 | ||
Kathy D. Leodler
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/s/David A. Smith | Director | July 23, 2020 | ||
David A. Smith
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/s/Michael J. Stoney | Director |
July 23, 2020 |
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Michael J. Stoney
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/s/Daniel D. Yerrington | Director |
July 23, 2020 |
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Daniel D. Yerrington
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Sincerely,
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/s/BREYER & ASSOCIATES PC
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BREYER & ASSOCIATES PC
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ISO No. _______________
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Grant Date: _______________
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1.
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ISO Award. The Corporation grants to Option Holder ISOs to purchase _______ Shares at an
Exercise Price of $_____ per Share. These ISOs are subject to forfeiture until they vest and to limits on transferability, as provided in Sections 5 and 6 of this Agreement and in Article V of
the Plan.
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2.
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Vesting Dates. The ISOs shall vest as follows, subject to earlier vesting in the event of a
termination of Service as provided in Section 6 or a Change in Control as provided in Section 7:
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ISOs for
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Vesting Date
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Number of Shares Vesting
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3.
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Exercise. The Option Holder (or in the case of the death of the Option Holder, the designated
legal representative or heir of the Option Holder) may exercise the ISOs during the Exercise Period by giving written notice to the Corporate Secretary in the form required by the Committee (“Exercise Notice”). The Exercise Notice must
specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Corporation. The Exercise Period commences on the
Vesting Date and expires at 5:00 p.m., EST on the date 10 years [five years for over 10% owners of Corporation on the Grant Date] after the Grant Date, such later time and date
being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 6. Any ISOs not exercised as of the close of business on the last day of the Exercise
Period shall be cancelled without consideration at that time.
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4.
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Related Awards. These ISOs are not related to any other Award under the Plan.
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5.
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Transferability. The Option Holder may not sell, assign, transfer, pledge or otherwise
encumber any ISOs, except in the event of the Option Holder’s death, by will or by the laws of descent and distribution or pursuant to a Domestic Relations Order.
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6.
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Termination of Service. If the Option
Holder terminates Service for any reason other than in connection with a Change in Control or the death or Disability of the Option Holder, any ISOs that have not vested as of the date of that termination shall be forfeited to the
Corporation, and the Exercise Period of any vested ISOs shall expire three months after that termination of Service (but in no event after the Expiration Date), except where that termination of Service is due to Retirement, in which case
the Exercise Period of any vested ISOs shall expire one year after that termination of Service (but in no event after the Expiration Date), or in the case of a Termination for Cause, in which case all ISOs held by the Option Holder shall
expire immediately. If the Option Holder’s Service terminates on account of the Option Holder’s death or Disability, the Vesting Date for all ISOs that have not vested or been forfeited shall be accelerated to the date of that
termination of Service, and the Exercise Period of all ISOs shall expire one year after that termination of Service (but in no event after the Expiration Date). [Post-termination
exercise period may be modified at Committee’s election except with respect to a Termination for Cause.]
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7.
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Effect of Change in Control. In accordance with Plan Section 5.5(b)(iii), if a Change in
Control occurs and the Participant experiences an Involuntary Separation from Service other than a Termination for Cause during the 365-day period following the date of such Change in Control, then the Vesting Date for any non-vested ISO
will be accelerated to the date of the Participant’s Involuntary Separation from Service (unless the acquirer does not assume the outstanding ISOs or replaces them with a benefit that the Committee determines to be of equivalent value, in
which case any nonvested ISOs will be become vested upon the effective date of the Change in Control).
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8.
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Option Holder’s Rights. The ISOs awarded hereby do not entitle the Option Holder to any rights
of a stockholder of the Corporation.
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9.
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Delivery of Shares to Option Holder. Promptly after receipt of an Exercise Notice and full
payment of the Exercise Price for the Shares being acquired, the Corporation shall issue and deliver to the Option Holder (or other person validly exercising the ISO) a
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certificate or certificates representing the Shares of Common Stock being purchased, or evidence of the issuance of such Shares in book-entry form, registered in the name of the Option
Holder (or such other person), or, upon request, in the name of the Option Holder (or such other person) and in the name of another person in such form of joint ownership as requested by the Option Holder (or such other person) pursuant to
applicable state law. The Corporation’s obligation to deliver a stock certificate or evidence of the issuance of Shares in book-entry form for Shares purchased upon the exercise of an ISO can be conditioned upon the receipt of a
representation of investment intent from the Option Holder (or the Option Holder’s Beneficiary) in such form as the Committee requires. The Corporation shall not be required to deliver stock certificates or evidence of the issuance of
Shares in book-entry form for Shares purchased prior to: (a) the listing of those Shares on the Nasdaq; or (b) the completion of any registration or qualification of those Shares required under applicable law.
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10.
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Notice of Sale of Shares. The Option
Holder (or other person who received Shares from the exercise of the ISOs) shall give written notice to the Corporation promptly in the event of the sale or other disposition of Shares received from the exercise of the ISOs within
either: (a) two years from the Grant Date; or (b) one year from the exercise date for the ISOs exercised.
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11.
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Adjustments in Shares. In the event of any recapitalization, forward or
reverse stock split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar
corporate transaction or event, the Committee, in its sole discretion, shall adjust the number of Shares or class of securities of the Corporation covered by the ISOs or the Exercise Price of the ISOs. The Option Holder agrees to
execute any documents required by the Committee in connection with an adjustment under this Section 11.
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12.
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Tax Withholding. The Corporation shall have the right to require the Option
Holder to pay to the Corporation the amount of any tax that the Corporation is required to withhold with respect to such Shares, or in lieu thereof, to retain or sell without notice, a sufficient number of Shares to cover the minimum
amount required to be withheld, provided, however, that (a) no Shares are withheld with a value
exceeding the maximum amount of tax that may be required to be withheld by law (or such other amount as may be permitted while still avoiding classification of the ISO as a liability for financial accounting purposes), and (b) with
respect to an ISO held by any Participant who is subject to the filing requirements of Section 16 of the Exchange Act, any such share withholding must be specifically approved by the Compensation Committee as the applicable method
that must be used to satisfy the tax withholding obligation or such share withholding procedure must otherwise satisfy the requirements for an exempt transaction under Section 16(b) of the Exchange Act. The Corporation shall
have the right to deduct from all dividends paid with respect to the Shares the amount of any taxes that the Corporation is required to withhold with respect to such dividend payments.
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13.
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Plan and Committee Decisions are Controlling. This Agreement, the award of ISOs to the
Option Holder and the issuance of Shares upon the exercise of the ISOs are subject in
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all respects to the provisions of the Plan, which are controlling. Capitalized terms herein not defined in this Agreement shall have the meaning ascribed to them in the Plan. All decisions, determinations
and interpretations by the Committee respecting the Plan, this Agreement, the award of ISOs or the issuance of Shares upon the exercise of the ISOs shall be binding and conclusive upon the Option Holder, any Beneficiary of the Option Holder
or the legal representative thereof.
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14.
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Option Holder’s Employment. Nothing in this Agreement shall limit the right of the
Corporation or any of its Affiliates to terminate the Option Holder’s service or employment as a director, advisory director, director emeritus, officer or employee, or otherwise impose upon the Corporation or any of its Affiliates any
obligation to employ or accept the services or employment of the Option Holder.
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15.
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Amendment. The Committee may waive any conditions of or rights of the Corporation or modify
or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Option Holder without the Option
Holder’s written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Option Holder, to accelerate the vesting of the Shares
or remove any other restrictions imposed on the Option Holder with respect to the Shares, whenever the Committee may determine that such action is appropriate.
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16.
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Loss of ISO Status. If any of the ISOs fail, for any reason, to qualify for the special tax treatment afforded the ISOs, they shall be treated as Non-Qualified Stock Options
under the Plan. The ISOs will lose ISO status: (a) if the Option Holder is not an employee of the Corporation or its Affiliates from the Grant date through the date three months before the exercise date; or (b) if the Shares acquired
upon the exercise of the ISO are sold or disposed of within one of the time periods described in Section 10.
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17.
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Option Holder Acceptance. The Option Holder shall signify acceptance of the terms and
conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Corporation.
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TIMBERLAND BANCORP, INC.
By ________________________________
Its ________________________________
ACCEPTED BY OPTION HOLDER
___________________________________
(Signature)
___________________________________
(Print Name)
___________________________________
(Street Address)
___________________________________
(City, State and Zip Code)
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NQSO No. _______________
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Grant Date: _______________
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1.
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NQSO Award. The Corporation grants to Option Holder NQSOs to purchase _______ Shares at an
Exercise Price of $____ per Share. These NQSOs are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 5 and 6 of this Agreement and in Article V of
the Plan.
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2.
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Vesting Dates. The NQSOs shall vest as follows, subject to earlier vesting in the event of a
termination of Service as provided in Section 6 or a Change in Control as provided in Section 7:
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Vesting Date
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NQSOs for
Number of Shares Vesting |
3.
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Exercise. The Option Holder (or in the case of the death of the Option Holder, the
designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the Corporate Secretary in the form required by the Committee (“Exercise Notice”). The Exercise
Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Corporation. The Exercise Period
commences on the Vesting Date and expires at 5:00 p.m., EST, on the date 10 years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a
termination of Service as provided in Section 6. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time.
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4.
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Related Awards: These NQSOs are not related to any other Award under the Plan.
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5.
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Transferability. The Option Holder may not sell, assign, transfer, pledge or otherwise
encumber any NQSOs, except in the event of the Option Holder’s death, by will or by the laws of descent and distribution or pursuant to a Domestic Relations Order. The Committee, in its sole and absolute discretion, may allow the
Option Holder to transfer one or more NQSOs to the Option Holder’s Family Members, as provided in the Plan.
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6.
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Termination of Service. If the Option
Holder terminates Service for any reason other than in connection with a Change in Control or the death or Disability of the Option Holder, any NQSOs that have not vested as of the date of that termination shall be forfeited to the
Corporation, and the Exercise Period of any vested NQSOs shall expire three months after that termination of Service (but in no event after the Expiration Date), except where that termination of Service is due to Retirement, in which
case the Exercise Period of any vested NQSOs shall expire one year after that termination of Service (but in no event after the Expiration Date), or in the case of a Termination for Cause, in which case all NQSOs held by the Option
Holder shall expire immediately. If the Option Holder’s Service terminates on account of the Option Holder’s death or Disability, the Vesting Date for all NQSOs that have not vested or been forfeited shall be accelerated to the date of
that termination of Service, and the Exercise Period of all NQSOs shall expire one year after that termination of Service (but in no event after the Expiration Date). [Post-termination
exercise period may be modified at Committee’s election except with respect to a Termination for Cause.]
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7.
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Effect of Change in Control. In accordance with Plan Section 5.5(b)(iii), if a Change in
Control occurs and the Participant experiences an Involuntary Separation from Service other than a Termination for Cause during the 365-day period following the date of such Change in Control, then the Vesting Date for any non-vested
NQSO will be accelerated to the date of the Participant’s Involuntary Separation from Service (unless the acquirer does not assume the outstanding NQSOs or replaces them with a benefit that the Committee determines to be of equivalent
value, in which case any nonvested NQSOs will be become vested upon the effective date of the Change in Control).
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8.
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Option Holder’s Rights. The NQSOs awarded hereby do not entitle the Option Holder to any
rights of a stockholder of the Corporation.
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9.
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Delivery of Shares to Option Holder. Promptly after receipt of an Exercise Notice and full
payment of the Exercise Price for the Shares being acquired, the Corporation shall issue and deliver to the Option Holder (or other person validly exercising the NQSO) a certificate or certificates representing the Shares of Common
Stock being purchased, or evidence of the issuance of such Shares in book-entry form, registered in the name of the Option Holder (or such other person), or, upon request, in the name of the Option Holder (or such other person) and in
the name of another person in such form of joint ownership as requested by the Option Holder (or such other person) pursuant to applicable state law. The Corporation’s obligation to deliver a stock certificate or evidence of the
issuance of Shares in book-entry form for Shares purchased upon the exercise of an NQSO can be conditioned upon the receipt of a representation of investment intent from the Option Holder (or the Option Holder’s Beneficiary) in such
form as the Committee requires. The Corporation shall not be required to deliver stock certificates or evidence of the issuance of Shares in book-entry form for Shares purchased prior to: (a) the listing of those Shares on the Nasdaq;
or (b) the completion of any registration or qualification of those Shares required under applicable law.
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10.
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Adjustments in Shares. In the event of any recapitalization, forward or reverse stock
split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate
transaction or event, the Committee, in its sole discretion, shall adjust the number of Shares or class of securities of the Corporation covered by the NQSOs or the Exercise Price of the NQSOs. The Option Holder agrees to execute any
documents required by the Committee in connection with an adjustment under this Section 10.
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11.
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Tax Withholding. The Corporation shall have the right to require the Option Holder to pay
to the Corporation the amount of any tax that the Corporation is required to withhold with respect to such Shares, or in lieu thereof, to retain or sell without notice, a sufficient number of Shares to cover the minimum amount
required to be withheld , provided, however, that (a) no Shares are withheld with a value exceeding the maximum amount of
tax that may be required to be withheld by law (or such other amount as may be permitted while still avoiding classification of the NQSO as a liability for financial accounting purposes), and (b) with respect to an NQSO held by any
Participant who is subject to the filing requirements of Section 16 of the Exchange Act, any such share withholding must be specifically approved by the Compensation Committee as the applicable method that must be used to satisfy
the tax withholding obligation or such share withholding procedure must otherwise satisfy the requirements for an exempt transaction under Section 16(b) of the Exchange Act. The Corporation shall have the right to deduct
from all dividends paid with respect to the Shares the amount of any taxes that the Corporation is required to withhold with respect to such dividend payments.
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12.
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Plan and Committee Decisions are Controlling. This Agreement, the award of NQSOs to the
Option Holder and the issuance of Shares upon the exercise of the NQSOs are subject in all respects to the provisions of the Plan, which are controlling. Capitalized terms herein not defined in this Agreement shall have the meaning
ascribed to them in the Plan. All decisions, determinations and interpretations by the Committee respecting the
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Plan, this Agreement, the award of NQSOs or the issuance of Shares upon the exercise of the NQSOs shall be binding and conclusive upon the Option Holder, any Beneficiary of the Option
Holder or the legal representative thereof.
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13.
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Option Holder’s Employment. Nothing in this Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Option Holder’s service or employment as a director, advisory director, director emeritus, officer or employee, or otherwise impose upon the Corporation or any of its
Affiliates any obligation to employ or accept the services or employment of the Option Holder.
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14.
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Amendment. The Committee may waive any conditions of or rights of the
Corporation or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Option
Holder without the Option Holder’s written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Option Holder, to
accelerate the vesting of the Shares or remove any other restrictions imposed on the Option Holder with respect to the Shares, whenever the Committee may determine that such action is appropriate.
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15.
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Option Holder Acceptance. The Option Holder shall signify acceptance of
the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Corporation.
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TIMBERLAND BANCORP, INC.
By ________________________________
Its ________________________________
ACCEPTED BY OPTION HOLDER
___________________________________
(Signature)
___________________________________
(Print Name)
___________________________________
(Street Address)
___________________________________
(City, State and Zip Code)
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RS No. _______________
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Grant Date: _______________
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1.
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Restricted Stock Award. The Corporation makes this Restricted Stock Award of _________
Shares to Grantee [in exchange for a payment of $________]. These Shares are subject to forfeiture and to limits on transferability until they vest, as provided in Sections
2, 3, 4 and 5 of this Agreement and in Article VI of the Plan.
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2.
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Vesting Dates: The Shares shall vest as follows, subject to Sections 4 and 5:
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Vesting Date
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Number of Shares Vesting
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3.
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Transferability. The Grantee may not sell, assign, transfer, pledge or otherwise encumber
any Shares that have not vested, except in the event of the Grantee’s death, by will or by the laws of descent and distribution or pursuant to a Domestic Relations Order. The Committee, in its sole and absolute discretion, may allow
the Grantee to transfer all or any portion of this Restricted Stock Award to the Grantee’s Family Members, as provided in the Plan.
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4.
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Termination of Service. If the Grantee
terminates Service for any reason other than in connection with a Change in Control or the death or Disability of the Grantee, any Shares that have not vested as of the date of that termination shall be forfeited to the Corporation. If
the Grantee’s Service terminates on account of the Grantee’s death or Disability, the Vesting Date for all Shares that have not vested or been forfeited shall be accelerated to the date of that termination of Service.
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5.
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Effect of Change in Control. In accordance with Plan Section 6.2(b)(iii), if a Change in
Control occurs and the Participant experiences an Involuntary Separation from Service other than a Termination for Cause during the 365-day period following the date of such Change in Control, then the Vesting Date for any non-vested
Shares will become vested on the date of the Participant’s Involuntary Separation from Service (unless the acquirer does not assume the outstanding Shares or replaces them with a benefit that the
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Committee determines to be of equivalent value, in which case any nonvested Shares will be become vested upon the effective date of the Change in Control).
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6.
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Stock Power. The Grantee agrees to execute a stock power with respect to each stock
certificate reflecting the Shares, or other evidence of book-entry stock ownership, in favor of the Corporation. The Shares shall not be issued by the Corporation until the required stock powers are delivered to the Corporation.
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7.
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Delivery of Shares. The Corporation shall issue stock certificates or evidence of the
issuance of such Shares in book-entry form, in the name of the Grantee reflecting the Shares vesting on each Vesting Date in Section 2. The Corporation shall retain these certificates or evidence of the issuance of Shares in
book-entry form until the Shares represented thereby become vested. Prior to vesting, the Shares shall be subject to the following restriction, communicated in writing to the Corporation’s stock transfer agent:
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8.
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Grantee’s Rights Regarding Dividends and Voting. Any dividends declared and paid with
respect to Shares that are subject to this Agreement shall be held by the Company on behalf of the Grantee until the Grantee vests in those Shares, as provided for in the Plan. If the Grantee vests in Shares, then the held dividends
related to those Shares shall be paid to the Grantee or the Grantee’s Beneficiary in a lump sum, without interest, within thirty (30) days following the applicable Vesting Date. If the Grantee does not vest in Shares, then the
Grantee shall immediately forfeit his or her interest in the held dividends related to those Shares. The Grantee may exercise all voting rights appurtenant to the Shares.
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9.
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Delivery of Shares to Grantee. Upon the vesting of any Shares, the restrictions in
Sections 3 and 4 shall terminate, and the Corporation shall deliver only to the Grantee (or, if applicable, the Grantee’s Beneficiary, estate or Family Member) a certificate (without the legend referenced in Section 7) or evidence of
the issuance of Shares in book-entry form, and the related stock power in respect of the vesting Shares. The Corporation’s obligation to deliver a stock certificate for vested Shares, or evidence of the issuance of Shares in
book-entry form, can be conditioned upon the receipt of a representation of investment intent from the Grantee (or the Grantee’s Beneficiary, estate or Family Member) in such form as the Committee requires. The Corporation shall not
be required to deliver stock certificates for vested Shares, or evidence of the issuance of Shares in book-entry form, prior to: (a) the listing of those Shares on the Nasdaq; or (b) the completion of any registration or qualification
of those Shares required under applicable law.
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10.
|
Adjustments in Shares. In the event of any recapitalization, forward or reverse stock
split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate
transaction or event, the Committee, in its sole discretion, shall adjust the number of Shares or class of securities of the Corporation covered by this Agreement. Any additional Shares or other securities received by the Grantee
as a result of any such adjustment shall be subject to all restrictions and requirements applicable to Shares that have not vested. The Grantee agrees to execute any documents required by the Committee in connection with an
adjustment under this Section 10.
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11.
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Tax Election. The Grantee understands that an election
may be made under Section 83(b) of the Code to accelerate the Grantee’s tax obligation with respect to receipt of the Shares from the Vesting Dates to the Grant Date by timely submitting an election to the Internal Revenue Service
substantially in the form attached hereto (or in accordance with the Internal Revenue Service rules in effect at the time the election is made, e.g., electronically). This election shall not accelerate when dividends related to
those Shares will be paid.
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12.
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Tax Withholding. The Corporation shall have the right to require the Grantee to pay to
the Corporation the amount of any tax that the Corporation is required to withhold with respect to such Shares, or in lieu thereof, to retain or sell without notice, a sufficient number of Shares to cover the minimum amount required
to be withheld, provided, however, that (a) no Shares are withheld with a value exceeding the maximum amount of tax that
may be required to be withheld by law (or such other amount as may be permitted while still avoiding classification of the Restricted Stock Award as a liability for financial accounting purposes), and (b) with respect to a
Restricted Stock Award held by any Participant who is subject to the filing requirements of Section 16 of the Exchange Act, any such share withholding must be specifically approved by the Compensation Committee as the applicable
method that must be used to satisfy the tax withholding obligation or such share withholding procedure must otherwise satisfy the requirements for an exempt transaction under Section 16(b) of the Exchange Act. The
Corporation shall have the right to deduct from all dividends paid with respect to the Shares the amount of any taxes that the Corporation is required to withhold with respect to such dividend payments.
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13.
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Plan and Committee Decisions are Controlling. This Agreement and the award of Shares to
the Grantee are subject in all respects to the provisions of the Plan, which are controlling. Capitalized terms herein not defined in this Agreement shall have the meaning ascribed to them in the Plan. All decisions,
determinations and interpretations by the Committee respecting the Plan, this Agreement or the award of Shares shall be binding and conclusive upon the Grantee, any Beneficiary of the Grantee or the legal representative thereof.
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14.
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Grantee’s Employment. Nothing in this Agreement shall limit the right of the Corporation
or any of its Affiliates to terminate the Grantee’s service or employment as a director, advisory director, director emeritus, officer or employee, or otherwise impose
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upon the Corporation or any of its Affiliates any obligation to employ or accept the services or employment of the Grantee.
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15.
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Amendment. The Committee may waive any conditions of or rights of the Corporation or
modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Grantee without the
Grantee’s written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Grantee, to accelerate the vesting of the Shares
or remove any other restrictions imposed on the Grantee with respect to the Shares, whenever the Committee may determine that such action is appropriate.
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16.
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Grantee Acceptance. The Grantee shall signify acceptance of the terms and conditions of
this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Corporation.
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TIMBERLAND BANCORP, INC.
By ________________________________
Its ________________________________
ACCEPTED BY GRANTEE
___________________________________
(Signature)
___________________________________
(Print Name)
___________________________________
(Street Address)
___________________________________
(City, State and Zip Code)
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________________________________
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Name:
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__________________________________________________________________
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Address:
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__________________________________________________________________
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__________________________________________________________________
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__________________________________________________________________
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__________
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_____________________________________
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Date |
Signature |