-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TMYn4x8GiABt3vVvzyDp2wVQWJ02AVCpY+1R8JkJxAF2V0mkmrlRLjlSKJnAO9ff gDGWhAtsWHnUQsizlPloqg== 0001032210-01-000005.txt : 20010122 0001032210-01-000005.hdr.sgml : 20010122 ACCESSION NUMBER: 0001032210-01-000005 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010102 EFFECTIVENESS DATE: 20010102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUGET ENERGY INC /WA CENTRAL INDEX KEY: 0001085392 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-41157-99 FILM NUMBER: 1500628 BUSINESS ADDRESS: STREET 1: 411 108TH AVENUE N E 3RD FLOOR CITY: BELLEVUE STATE: WA ZIP: 980045515 BUSINESS PHONE: 4254623751 MAIL ADDRESS: STREET 1: 411 108TH AVENUE N E 34RD FLOOR CITY: BELLEVUE STATE: WA ZIP: 980045515 S-8 POS 1 0001.txt POST EFFECTIVE AMENDMENT #1 As filed with the Securities and Exchange Commission on January 2, 2001 Registration No. 333-41157 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ PUGET ENERGY, INC. (Exact name of registrant as specified in its charter) Washington 91-1969407 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
411 - 108th Avenue N.E. Bellevue, Washington 98004-5515 (425) 454-6363 (Address, including zip code, and telephone number, including area code of principal executive offices) PUGET ENERGY, INC. NONEMPLOYEE DIRECTOR STOCK PLAN (f/k/a PUGET SOUND ENERGY, INC. NONEMPLOYEE DIRECTOR STOCK PLAN) (Full title of the plan) STEPHEN A. MCKEON Vice President and General Counsel Puget Energy, Inc. 411 - 108th Avenue N.E. Bellevue, Washington 98004-5515 (425) 454-6363 (Name, address and telephone number, including area code, of agent for service) ______________________ Copies to: ANDREW BOR Perkins Coie LLP 1201 Third Avenue, Suite 4800 Seattle, Washington 98101-3099 (206) 583-8888 ______________________ CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Title of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of To Be Registered Registered(1) Offering Price Per Share Aggregate Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share, under the Puget Energy, Inc. Nonemployee Director Stock Plan (1) (1) (1) (1) ====================================================================================================================================
(1) Puget Energy, Inc. as the successor issuer to Puget Sound Energy, Inc. adopts this Registration Statement on Form S-8 as described in "Adoption of Predecessor Issuer's Registration Statement on Form S-8." The applicable registration fees were paid at the time of the original filing of this registration statement, and, therefore, no further fee is required. ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT ON FORM S-8 This Post-Effective Amendment No. 1 to Form S-8 is filed by Puget Energy, Inc., a Washington corporation (the "Registrant"), in order to expressly adopt the Registration Statement on Form S-8 (No. 333-41157) (the "Registration Statement") filed by Puget Sound Energy, Inc., a Washington corporation ("PSE") in accordance with Rule 414(d) of the Securities Act of 1933, as amended (the "1933 Act"), for all purposes of the 1933 Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Registration Statement relates to shares of Common Stock issuable upon the exercise of stock options granted under the Puget Energy, Inc. Nonemployee Director Stock Plan (formerly known as the Puget Sound Energy, Inc. Nonemployee Director Stock Plan) (the "Plan"). The Registrant is adopting the Registration Statement pursuant to a Plan of Exchange, dated as of April 28, 1999, between PSE and the Registrant (the "Plan of Exchange") and filed as Appendix A to the Registrant's Registration Statement on Form S-4 (No. 333-77491). The Plan of Exchange was approved by the shareholders at the annual meeting of the shareholders held on June 23, 1999. Pursuant to the Plan of Exchange, each outstanding share of PSE common stock, no par value, was exchanged for one (1) share of the Registrant's common stock, par value $.01 per share, and PSE became a wholly-owned subsidiary of the Registrant. Pursuant to the Plan of Exchange, the shares of PSE common stock previously issued and outstanding under the Plan were converted into an equivalent number of shares of common stock of the Registrant. In addition, investments or contributions in PSE common stock were converted into a right or option to receive an equivalent number of shares of common stock of the Registrant upon the same terms and conditions. From and after the effective time of the Plan of Exchange, common stock of the Registrant will be used in lieu of PSE common stock whenever stock is required to be issued in connection with the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. There is hereby incorporated by reference in this Registration Statement the following documents heretofore filed with the Securities and Exchange Commission: (a) PSE's Annual Report on Form 10-K for the year ended December 31, 1999, filed on March 14, 2000, which contains audited financial statements for the most recent fiscal year for which such statements have been filed. (b) PSE's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000. (c) PSE's Current Reports on Form 8-K filed on February 11, 2000, May 25, 2000, July 3, 2000 and July 21, 2000. (d) The description of the Registrant's common stock contained in the Registrant's Registration Statement on Form S-4 (No. 333-77491) filed on April 30, 1999, including any amendments or reports filed for the purpose of updating such description. (e) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1999. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF COMMON STOCK. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act authorize a court to award, or a corporation's board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the 1933 Act. Section 6 of the Registrant's bylaws provides for indemnification of the Registrant's directors and officers to the maximum extent permitted by Washington law. Section 23B.08.320 of the WBCA authorizes a corporation to eliminate or limit a director's personal liability to the corporation or its shareholders for monetary damages for conduct as a director, except in certain circumstances involving acts or omissions, intentional misconduct by a director or knowing violations of law by a director or distributions illegal under Washington law, or any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. Article X of the Registrant's articles of incorporation contains provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director's liability to the Registrant and its shareholders. Officers and directors of the Registrant are covered by insurance (with certain exceptions and certain limitations) that indemnifies them against losses and liabilities arising from certain alleged "wrongful acts," including alleged errors or misstatements, or certain other alleged wrongful acts or omissions constituting neglect or breach of duty. The above discussion of the WBCA and the bylaws and articles of incorporation is not intended to be exhaustive and is qualified in its entirety by reference to such statute, the bylaws and the articles of incorporation. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS. EXHIBIT NO. DESCRIPTION - ------- --------------------------------------------------------------- 5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1) 24.1 Power of Attorney 99.1 Puget Energy, Inc. Nonemployee Director Stock Plan ITEM 9. UNDERTAKINGS. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 2nd day of January, 2001. PUGET ENERGY, INC. By: /s/ RICHARD L. HAWLEY --------------------- Richard L. Hawley Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated below on the 2nd day of January, 2001.
SIGNATURE TITLE *WILLIAM S. WEAVER President, Chief Executive Officer, and - --------------------------------------- Director (Principal Executive Officer) William S. Weaver /s/ RICHARD L. HAWLEY Vice President and Chief Financial Officer - --------------------------------------- (Principal Accounting and Financial Officer) Richard L. Hawley *DOUGLAS P. BEIGHLE Director - --------------------------------------- Douglas P. Beighle *CHARLES W. BINGHAM Director - --------------------------------------- Charles W. Bingham *PHILLIS J. CAMPBELL Director - --------------------------------------- Phillis J. Campbell *CRAIG W. COLE Director - --------------------------------------- Craig W. Cole *DONALD J. COVEY Director - --------------------------------------- Donald J. Covey *ROBERT L. DRYDEN Director - --------------------------------------- Robert L. Dryden *JOHN D. DURBIN Director - --------------------------------------- John D. Durbin *JOHN W. ELLIS Director - --------------------------------------- John W. Ellis *TOMIO MORIGUCHI Director - --------------------------------------- Tomio Moriguchi *SALLY G. NARODICK Director - --------------------------------------- Sally G. Narodick *By /s/ RICHARD L. HAWLEY ----------------------------------- Richard L. Hawley Attorney-in-fact
INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ------- --------------------------------------------------------------- 5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1) 24.1 Power of Attorney 99.1 Puget Energy, Inc. Nonemployee Director Stock Plan EX-5.1 2 0002.txt OPINION OF PERKINS COIE EXHIBIT 5.1 [LETTERHEAD OF PERKINS COIE LLP] January 2, 2001 Puget Energy, Inc. 411-108th Avenue N.E. Bellevue, WA 98004-5515 Re: Post-Effective Amendment No. 1 to Registration Statement No. 333-41157 on Form S-8 Ladies and Gentlemen: We have acted as counsel to Puget Energy, Inc. (the "Company") in connection with the preparation of a Post-Effective Amendment No. 1 to Registration Statement No. 333-41157 on Form S-8 (the "Registration Statement"), which is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). The Registration Statement is being filed for shares of the Company's common stock, $.01 par value, which may be issued pursuant to the Company's Puget Energy, Inc. Nonemployee Director Stock Plan (the "Plan"). We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed relevant and necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies, and the genuineness of all signatures. Based on and subject to the foregoing, we are of the opinion that any shares that may be issued pursuant to the Plan which are original issuance shares have been duly authorized and that, upon the due execution by the Company and the registration by its registrar of such shares, the issuance thereof by the Company in accordance with the terms of each Plan and the receipt of consideration therefor in accordance with the terms of the Plan, such shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Perkins Coie LLP EX-23.1 3 0003.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of Form S-8 (Registration No. 333-41157) of our report dated February 10, 2000 relating to the financial statements and financial statement schedule, which appears in Puget Sound Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. PRICEWATERHOUSECOOPERS LLP Seattle, Washington January 2, 2001 EX-24.1 4 0004.txt POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY The undersigned directors and/or officers of Puget Energy, Inc., a Washington corporation ("Puget Energy"), hereby authorize and appoint William S. Weaver and Richard L. Hawley, or either of them (with full power to each of them to act alone), as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person individually and in each capacity stated below, and to file, with the Securities and Exchange Commission under the provision of the Securities Act of 1933, as amended (the "Securities Act") the following registration statement and post-effective amendments, in each case granting to said attorneys, and each of them or their substitutes or substitute, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the foregoing: (a) the Registration Statement on Form S-3 to be filed by Puget Energy, Inc. with the Securities and Exchange Commission for the registration under the Securities Act of not to exceed five million shares of Puget Energy's common stock (which shares are to be offered pursuant to Puget Energy's Stock Purchase and Dividend Reinvestment Plan), and any and all amendments of such Registration Statement, with all exhibits and other documents in connection therewith; and (b) any and all post-effective amendments to Registration Statement Nos. 33-52127 (Investment Plan for Employees), 33-61851 (Long-Term Incentive Compensation Plan), 333-23393 (Long-Term Incentive Compensation Plan), 333-41113 (Employee Stock Purchase Plan) and 333- 41157 (Non-employee Director Stock Plan) of Puget Sound Energy, Inc., and any and all other documents required to be filed with respect thereto, with all exhibits and other documents in connection therewith. IN WITNESS WHEREOF, the undersigned directors and/or officers have executed this Power of Attorney on the 23rd day of October, 2000.
SIGNATURE TITLE /s/ WILLIAM S. WEAVER President, Chief Executive Officer, and - -------------------------------------- Director (Principal Executive Officer) William S. Weaver /s/ RICHARD L. HAWLEY Vice President and Chief Financial Officer - -------------------------------------- (Principal Accounting and Financial Officer) Richard L. Hawley /s/ DOUGLAS P. BEIGHLE Director - -------------------------------------- Douglas P. Beighle /s/ CHARLES W. BINGHAM Director - -------------------------------------- Charles W. Bingham /s/ PHILLIS J. CAMPBELL Director - -------------------------------------- Phillis J. Campbell /s/ CRAIG W. COLE Director - -------------------------------------- Craig W. Cole /s/ DONALD J. COVEY Director - -------------------------------------- Donald J. Covey /s/ ROBERT L. DRYDEN Director - -------------------------------------- Robert L. Dryden /s/ JOHN D. DURBIN Director - -------------------------------------- John D. Durbin /s/ JOHN W. ELLIS Director - -------------------------------------- John W. Ellis /s/ TOMIO MORIGUCHI Director - -------------------------------------- Tomio Moriguchi /s/ SALLY G. NARODICK Director - -------------------------------------- Sally G. Narodick
EX-99.1 5 0005.txt NONEMPLOYEE DIRECTOR STOCK PLAN EXHIBIT 99.1 PUGET ENERGY, INC. NONEMPLOYEE DIRECTOR STOCK PLAN 1. Establishment, Purpose and Duration of the Plan (a) The purpose of the Plan is to provide ownership of Puget Energy, Inc. Common Stock to nonemployee members of the Board of Directors in order to strengthen the commonality of interest between directors and stockholders and to improve the Company's ability to attract and retain highly qualified individuals to serve as directors of the Company. (b) The Plan shall become effective as of January 1, 1998. (c) The Plan shall remain in effect, subject to the right of the Board to terminate the Plan at any time pursuant to Section 14, until all shares subject to the Plan have been purchased or acquired according to the Plan's provisions. 2. Definitions When used herein, the following terms shall have the respective meanings set forth below: (a) "Board" or "Board of Directors" means the Board of Directors of the Company. (b) "Common Stock" means the common stock, par value $.01 per share, of the Company. (c) "Company" means Puget Energy, Inc., a Washington corporation, or any successor corporation as provided in Section 15. (d) "Deferred Stock Account" has the meaning set forth in Section 8(b). (e) "Employee" means any officer or employee of the Company or of any Subsidiary. Directors who are not otherwise employed by the Company or any Subsidiary shall not be considered employees for purposes of the Plan. (f) "Market Price" means the average of the daily high and low per share trading prices for the Common Stock as reported daily by the New York Stock Exchange in the Wall Street Journal or similar readily available public source for a single trading day. (g) "Nonemployee Director" or "Participant" means any person who is elected or appointed to the Board of Directors and who is not an Employee. (h) "Plan" means the Company's Nonemployee Director Stock Plan as set forth herein, as it may be amended from time to time. (i) "Plan Administrator" means the Board or a committee whose members meet the requirements of Section 4(a), appointed from time to time by the Board to administer the Plan. (j) "Quarterly Retainer" means the quarterly retainer payable to all Nonemployee Directors (exclusive of any per-meeting fees, committee chair fees or expense reimbursements). The Quarterly Retainer shall be prorated based on the number of calendar months (including partial calendar months) a director has served as a Nonemployee Director during the fiscal quarter for which the Quarterly Retainer is payable. (k) "Stock Payment" means the fixed portion of the Quarterly Retainer to be paid to Nonemployee Directors in shares of Common Stock rather than cash for services rendered as a director of the Company as provided in Section 6 and that portion of the Quarterly Retainer to be paid to Nonemployee Directors in shares of Common Stock resulting from the election specified in Section 7. (l) "Subsidiary" means any corporation that is a "subsidiary corporation" of the Company, as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended. (m) "Trust" and "Trustee" have the meanings set forth in Section 4(b). (n) "Trustee Shares" has the meaning set forth in Section 9. 3. Shares of Common Stock Subject to the Plan Subject to Section 11, the maximum aggregate number of shares of Common Stock that may be purchased by the Trustee as Trustee Shares for purposes of the Plan shall be 100,000 shares. The Common Stock shall be purchased by the Trustee on the open market. The Company shall not issue any Common Stock under the Plan to the Trust or to any Participant, nor shall the Company purchase any Trustee Shares from the Trust. 4. Administration of the Plan (a) The Plan will be administered by the Board or by a committee appointed by the Board consisting of one or more persons who are not eligible to participate in the Plan. Members of such committee need not be members of the Board. The Company shall pay all costs of administration of the Plan. (b) Subject to the express provisions of the Plan, the Plan Administrator has and may exercise such powers and authority of the Board as may be necessary or appropriate for the Plan Administrator to carry out its functions under the Plan. Without limiting the generality of the foregoing, the Plan Administrator shall have full power and authority to (i) determine all questions of fact that may arise under the Plan; (ii) interpret the Plan and make all other determinations necessary or advisable for the administration of the Plan; (iii) prescribe, amend and rescind rules and regulations relating to the Plan, including, without limitation, any rules the Plan Administrator determines are necessary or appropriate to ensure that the Company and the Plan will be able to comply with all applicable provisions of any federal, state or local law, including securities laws; and (iv) authorize the Trustee (the "Trustee" of the Puget Sound Energy, Inc. Stock Plan Trust, a trust established under the laws of the state of Washington (the "Trust"), to make Stock Payments to the Participants. All interpretations, determinations and actions by the Plan Administrator will be final, conclusive and binding upon all parties. Any action of the Plan Administrator with respect to the administration of the Plan shall be taken pursuant to a majority vote at a meeting of the Plan Administrator (at which members may participate by telephone) or by the unanimous written consent of its members. 5. Participation in the Plan All Nonemployee Directors shall participate in the Plan, subject to the conditions and limitations of the Plan, so long as they remain eligible to participate in the Plan as set forth below. 6. Determination of Quarterly Retainers and Stock Payments (a) The Board, in its sole discretion, shall determine the Quarterly Retainer for all Nonemployee Directors. (b) Each director of the Company who is a Nonemployee Director at any time during a calendar year shall receive a Stock Payment as a portion of the Quarterly Retainer payable to such director. The Stock Payment shall be made as soon as possible following a fiscal quarter end. The number of shares of Common Stock to be issued to each Participant as a Stock Payment shall be determined by dividing the Market Price of the Common Stock for the last business day of a fiscal quarter into 40% of the Quarterly Retainer payable to such Participant for that fiscal quarter; provided, however, that no fractional shares shall be issued, and in lieu thereof the number of shares in the Stock Payment shall be rounded to the nearest whole number of shares. Certificates evidencing the shares of Common Stock constituting Stock Payments shall be registered in the respective names of, or as directed by, the Participants and shall be issued to each Participant. (c) The cash portion of the Quarterly Retainer shall be paid to Nonemployee Directors at such times and in such manner as may be determined by the Board. 7. Election to Increase Amount of Stock Payment (a) In lieu of receiving the cash portion of his or her Quarterly Retainer, a Participant may make a written election to reduce up to 100% of the cash portion of the Quarterly Retainers to be paid during a calendar year by a specified percentage or dollar amount and have such amount applied to purchase additional shares of Common Stock. (b) The election shall be made on a form provided by the Plan Administrator and must be returned to the Plan Administrator on a date the Plan Administrator shall establish, but in any case no later than the first day of the calendar year to which the election relates or within 60 days after the Participant first becomes a Nonemployee Director. The election form shall state the amount by which the Participant desires to reduce the cash portion of his or her Quarterly Retainers for the calendar year, which shall be applied toward the purchase of Common Stock in the same manner and on the same dates that the Stock Payments are made pursuant to Section 6; provided, however, that no fractional shares may be purchased, and in lieu thereof the number of shares in the Stock Payment shall be rounded to the nearest whole number of shares. No Participant shall be allowed to change or revoke any election for the relevant calendar year, but may change his or her election for any subsequent calendar year. 8. Election to Defer Receipt of Stock Payment Any director of the Company who may become entitled to a Stock Payment may elect to have issuance of the shares deferred in accordance with the provisions of this Section 8. (a) Any such election shall be made on a form provided by the Plan Administrator and must be returned to the Plan Administrator on a date the Plan Administrator shall establish, but in any case no later than the last day of the calendar year prior to the calendar year to which the election relates or within 60 days after the date the participant first becomes a Nonemployee Director. Any such election shall be effective for all Stock Payments in calendar years following the calendar year in which it is filed; provided, however, that any such election filed within 60 days after a Participant first becomes a Nonemployeee Director shall be effective on the first day of the month following the month in which the Participant files the election form. An election may specify a distribution option for purposes of Section 8(c). A deferral election may be revoked by written notice filed with the Plan Administrator. Any such revocation shall be effective for all Stock Payments in calendar years following the calendar year in which it is filed. Following any such revocation, a director may subsequently elect to again have issuance of future Stock Payments deferred in accordance with the provisions of this Section 8. Any such new election shall comply with the procedures of this Section 8(a) and shall be effective for all Stock Payments in calendar years following the calendar year in which it is filed. (b) For each Nonemployeee Director for whom one or more Stock Payments are deferred under this Section 8, the Company shall maintain an unfunded account (the "Deferred Stock Account") as follows: (i) The Deferred Stock Account shall be credited with the number of shares of Common Stock that are from time to time deferred. The number of shares credited to the Deferred Stock Account (which number may be fractional) shall be determined by dividing (A) the dollar amount of the Quarterly Retainer that otherwise would be paid in Common Stock pursuant to Sections 6 and 7 by (B) the Market Price of the Common Stock for the last business day of the fiscal quarter for which the deferral is made. (ii) Whenever cash dividends are declared on shares of Common Stock, a dividend equivalent shall be computed with respect to each Deferred Stock Account. The amount of the dividend equivalent shall be the product of (A) the number of credited shares in the Deferred Stock Account on the date as of which the Company determines the holders of record of the Common Stock who are entitled to receive the dividend and (B) the per share dividend amount. The dividend equivalent shall be deemed reinvested in additional shares of Common Stock by crediting to the Deferred Stock Account, effective on the date the cash dividend is paid, the number of shares (which number may be fractional) obtained by dividing (1) the amount of the dividend equivalent by (2) the Market Price of the Common Stock for the dividend payment date. Dividend equivalents shall be credited and deemed reinvested under this Section 8(b), until all shares of Common Stock credited to the Deferred Stock Account have been issued to the Nonemployee Director or to his or her estate. (iii) The Deferred Stock Account shall be debited for any shares of Common Stock that are issued under Sections 8(c), 8(d) or 11. (iv) The Deferred Stock Account shall be subject to any adjustment required or permitted pursuant to Section 11. (c) A Participant may elect, in a manner determined by the Plan Administrator, to receive the shares issuable to him or her from the Deferred Stock Account in a lump sum payment or in substantially equal annual installments of not more than five years. The election may be changed to an allowable alternative payment period by submitting a new election to the Plan Administrator, provided that any such election is submitted at least one year before the Participant ceases to be a director of the Company. The election most recently accepted by the Plan Administrator shall govern the distribution of all shares issuable to the Participant from his or her Deferred Stock Account. If a Participant does not make any election with respect to the distribution of shares from the Participant's Deferred Stock Account, then such shares shall be issued in a lump sum payment. The lump sum payment shall be made, or installment payments shall commence, no later than January 15 of the calendar year following the calendar year in which such individual ceases to be a director of the Company. (d) Notwithstanding the provisions of Section 8(c), if a Nonemployeee Director should die prior to issuance of all shares of Common Stock that have been credited to his or her Deferred Stock Account, the number of shares of Common Stock remaining in the Deferred Stock Account shall be issued to the Nonemployeee Director's estate as soon as practicable following the date of death. (e) No fractional shares of Common Stock shall be issued under this Section 8, and in lieu thereof, the number of shares to be distributed shall be rounded to the nearest whole number of shares. 9. Nonemployeee Director Stock Plan Trust The Company shall pay to the Trustee sufficient amounts of cash to enable the Trustee to purchase shares of the Common Stock (the "Trustee Shares") to fund the Stock Payments to the Participants. 10. Stockholder Rights Nonemployee Directors shall not be deemed for any purpose to be, or have rights as, shareholders of the Company with respect to any shares of Common Stock except as and when such shares are issued and then only from the date of the certificate therefor. No adjustment shall be made for dividends or distributions or other rights for which the record date precedes the date of such stock certificate. 11. Adjustment for Changes in Capitalization If the outstanding shares of Common Stock of the Company are increased, decreased or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization or recapitalization, reclassification, stock dividend, stock split, reverse stock split, combinations of shares, rights offering or other distribution with respect to such shares of Common Stock or other securities or other change in the corporate structure or shares of Common Stock, the maximum number of shares and/or the kind of shares that may be issued under the Plan and the number and/or the kind of shares that are credited to Deferred Stock Accounts may be appropriately adjusted by the Plan Administrator. Any determination by the Plan Administrator as to any such adjustment will be final, binding and conclusive. The maximum number of shares issuable under the Plan as a result of any such adjustment shall be rounded down to the nearest whole share. 12. Continuation of Directors in Same Status Nothing in the Plan or in any instrument executed pursuant to the plan, and no action taken pursuant to the Plan, shall be construed as creating or constituting evidence of any agreement or understanding, express or implied, that a Nonemployee Director will have any right to continue as a director or in any other capacity for any period of time or at a particular retainer or other rate of compensation. 13. Nontransferability of Rights No Participant shall have the right to assign the right to receive any Stock Payment or any other right of interest under the Plan, contingent or otherwise, or to cause or permit any encumbrance, pledge or charge of any nature to be imposed on any such Stock payment (prior to the issuance of stock certificates evidencing such Stock Payment) or any such right or interest. 14. Amendment and Termination of Plan (a) The Board will have the power, in its discretion, to amend, suspend or terminate the Plan at any time. (b) No amendment, suspension or termination of the Plan will, without the consent of the Participant, alter, terminate, impair or adversely affect any right or obligations under any Stock Payment previously granted under the Plan to such Participant, unless such amendment, suspension or termination is required by applicable law. (c) Notwithstanding the foregoing, and to the extent required to qualify the Plan as a formula plan for purposes of exemption from Section 16(b) of the Securities Exchange Act of 1934, as amended, any provision of the Plan that either states the amount and price of securities to be issued under the Plan and specifies the price and timing of such issuances, or sets forth a formula that determines the amount, price and timing of such issuances, shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder. 15. Successors All obligations of the Company under the plan shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company. 16. Severability In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 17. Governing Law The Plan shall be construed in accordance with, and governed by, the laws of the state of Washington. -----END PRIVACY-ENHANCED MESSAGE-----