Registration Statement

MOUNTAIN BANK HOLDING COMPANY,

a Washington corporation

Print Name:

-----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, LUDbLbwLIaR4iTRBN1sUfuDUXGTzCQdcSA0P+iY47G+h8hx9qyOc9hz/zFUwxYsH VRDWspcS2T3fTf1AkRd8nA== 0001193125-07-160682.txt : 20070724 0001193125-07-160682.hdr.sgml : 20070724 20070724152643 ACCESSION NUMBER: 0001193125-07-160682 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20070724 DATE AS OF CHANGE: 20070724 EFFECTIVENESS DATE: 20070724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA BANKING SYSTEM INC CENTRAL INDEX KEY: 0000887343 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911422237 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144811 FILM NUMBER: 07996034 BUSINESS ADDRESS: STREET 1: 1102 BROADWAY PLAZA CITY: TACOMA STATE: WA ZIP: 98402 BUSINESS PHONE: 2533051900 MAIL ADDRESS: STREET 1: 1102 BROADWAY PLAZA CITY: TACOMA STATE: WA ZIP: 98402 S-8 1 ds8.htm REGISTRATION STATEMENT Registration Statement

As filed with the Securities and Exchange Commission on July 24, 2007

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COLUMBIA BANKING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

WASHINGTON

91-1422237

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

1301 A Street, Tacoma, Washington 98402 (253) 305-1900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mountain Bank Holding Company Director Stock Option Plan

Mountain Bank Holding Company 1999 Employee Stock Option Plan

Mt. Rainier National Bank 1990 Stock Option Plan

(Full title of plan)

Copies of communications to:


STEPHEN M. KLEIN ESQ.		MELANIE J. DRESSEL
Graham & Dunn PC		President and Chief Executive Officer
2801 Alaskan Way, Suite 300		1301 A Street
Seattle, Washington 98121		Tacoma, WA 98402
(206) 340-9648		(253) 305-1900

CALCULATION OF REGISTRATION FEE

Title of securities to be registered

Amount

to be registered⁽¹⁾

Proposed maximum
offering price

per share⁽²⁾

Proposed maximum

Aggregate offering

price⁽²⁾

Amount of
registration fee

Common shares

97,100

⁽¹⁾

27.21

2,642,091

81.12

Notes:

Shares of Registrant’s Common Stock issuable upon exercise of options outstanding under Mountain Bank Holding Company’s Director Stock Option Plan, 1999 Employee Stock Option Plan and Mt. Rainier National Bank 1990 Stock Option Plan (collectively, the “Plans”), together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance under the Plans as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock, as provided in Rule 416(a) under the Securities Act.

Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (“Securities Act”), the price per share is estimated to be $27.21 based upon the average of the high ($27.42) and the low ($27.00) trading prices of the common stock, no par value per share of Columbia Banking System, Inc. as reported on the Nasdaq Stock Market on July 23, 2007.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Columbia Banking System, Inc. (“Company” or “Registrant”) will send or give the documents containing the information required by Part I of this registration statement on Form S-8 (the “Registration Statement”) to each participant in the Plans as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). Such documents, and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 1.

Plan Information*

Item 2.

Registrant Information and Employee Plan Annual Information*

*	Information required by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The documents listed below are incorporated by reference in the Registration Statement. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) prior to Registrant’s filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all 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.

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

(b)

All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Form 10-K referred to in (a) above.

(c)

The description of the Registrant’s Common Stock contained in the Registration Statement on Form S-4 (No. 333-142648) filed with the SEC on May 4, 2007.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

The validity of the shares offered pursuant to the Plans will be passed upon by Graham & Dunn PC, Pier 70, 2801 Alaskan Way, Suite 300, Seattle, Washington 98121-1128.

Item 6.

Indemnification of Directors and Officers.

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act (“WBCA”) contain specific provisions relating to indemnification of directors and officers of Washington corporations. In general, the statute provides that (i) a corporation must indemnify a director or officer who is wholly successful in his defense of a proceeding to which he is a party because of his status as such, unless limited by the articles of incorporation, and (ii) a corporation may indemnify a director or officer if he is not wholly successful in such defense, if it is determined as provided in the statute that the director meets a certain standard of conduct, provided that when a director is liable to the corporation, the corporation may not indemnify him. The statute also permits a director or officer of a corporation who is a party to a proceeding to apply to the courts for indemnification or advance of expenses, unless the articles of incorporation provide otherwise, and the court may order indemnification or advancement of expenses under certain circumstances set forth in the statute. The statute further provides that a corporation may in its articles of incorporation or bylaws or by resolution provide indemnification in addition to that provided by statute, subject to certain conditions set forth in the statute.

The articles of incorporation of the Company provide, among other things, for the indemnification of directors (including directors of subsidiaries), and authorize the board of directors to pay reasonable expense incurred by, or to satisfy a judgment or fine against, a current of former director in connection with any personal legal liability incurred by the individual while acting for the Company within the scope of his employment, and which was not the result of conduct finally adjudged to be “egregious” conduct. “Egregious” conduct is defined as intentional misconduct, a knowing violation of law, or participation in any transaction from which the person will personally receive a benefit in money, property or services to which that person is not legally entitled. The articles of incorporation also include a provision that limits the liability of directors of the Company from any personal liability to the Company or its shareholders for conduct not found to have been egregious.

The Company has entered into Indemnification Agreements with each of its directors. The Indemnification Agreements codify procedural mechanisms pursuant to which directors may enforce the indemnification rights that such directors are granted under the Company’s articles of incorporation and the WBCA.

Item 7.

Exemption from Registration Claimed

Not applicable.

Item 8.

Exhibits.


Exhibit Number		Description
5.1		Opinion of Graham & Dunn PC regarding legality of the Common Stock being registered

23.1		Consent of Graham & Dunn PC (included in Exhibit 5.1)

23.2		Consent of Deloitte & Touche LLP

24.1		Powers of Attorney (included in the Signature Page)

99.1		Mountain Bank Holding Company Director Stock Option Plan

99.2		Form of Nonemployee Director Stock Option Agreement

99.3		Mountain Bank Holding Company 1999 Employee Stock Option Plan

99.4		Form of Employee Stock Option Agreement

99.5		Mt. Rainier National Bank 1990 Stock Option 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;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the 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 Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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 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 of 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on 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 Tacoma, State of Washington on July 23, 2007.


COLUMBIA BANKING SYSTEM, INC.

By:		/s/ Melanie J. Dressel
		Melanie J. Dressel
		President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Melanie J. Dressel, William T. Weyerhaeuser and Gary R. Schminkey, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post-effective amendments.

Pursuant to the requirements of the Securities Act, this Power of Attorney has been signed by the following persons in the capacities indicated on July 23, 2007.


Signature		Title
/s/ Melanie J. Dressel		President, Director and CEO
Melanie J. Dressel		(Principal Executive Officer)

/s/ Gary R. Schminkey		Executive Vice President and Chief Financial Officer
Gary R. Schminkey		(Principal Financial Officer)

/s/ Clint E. Stein		Senior Vice President
Clint E. Stein		(Principal Accounting Officer)

/s/ William T. Weyerhaeuser		Chairman of the Board of Directors
William T. Weyerhaeuser


/s/ John P. Folsom		Director
John P. Folsom

/s/ Thomas M. Hulbert		Director
Thomas M. Hulbert

/s/ Thomas L. Matson		Director
Thomas L. Matson

/s/ Daniel C. Regis		Director
Daniel C. Regis

/s/ James M. Will		Director
James M. Will

INDEX OF EXHIBITS


Exhibit Number		Description
5.1		Opinion of Graham & Dunn PC regarding legality of the Common Stock being registered

23.1		Consent of Graham & Dunn PC (included in Exhibit 5.1)

23.2		Consent of Deloitte & Touche LLP

24.1		Powers of Attorney (included in the Signature Page)

99.1		Mountain Bank Holding Company Director Stock Option Plan

99.2		Form of Nonemployee Director Stock Option Agreement

99.3		Mountain Bank Holding Company 1999 Employee Stock Option Plan

99.4		Form of Employee Stock Option Agreement

99.5		Mt. Rainier National Bank 1990 Stock Option Plan

EX-5.1 2 dex51.htm OPINION OF GRAHAM & DUNN PC Opinion of Graham & Dunn PC

Exhibit 5.1

July 24, 2007

The Board of Directors

Columbia Banking System, Inc.

1301”A” Street

Tacoma, WA 98402

Re:

Legal Opinion Regarding Validity of Securities Offered

Ladies and Gentlemen:

We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which you are filing with the Securities and Exchange Commission (the “Commission”) with respect to 97,100 shares of no par value common stock (the “Shares”), of Columbia Banking System, Inc., a Washington corporation (“Company”), authorized for issuance upon exercise of options granted under the Mountain Bank Holding Company Director Stock Option Plan, Mountain Bank Holding Company 1999 Employee Stock Option Plan and the Mt. Rainier National Bank 1990 Stock Option Plan (collectively, the “Plans”) that were assumed by the Company as a result of the acquisition of Mountain Bank Holding Company.

In connection with the offering of the Shares, we have examined: (i) the Plans and related option agreements, listed as Exhibits 99.1 - 99.5 in the Registration Statement; (ii) the Registration Statement, including the remainder of the exhibits; and (iii) such other documents as we have deemed necessary to form the opinions hereinafter expressed. As to various questions of fact material to such opinions, where relevant facts were not independently established, we have relied upon statements of officers of the Company.

Our opinion assumes that the Shares are issued in accordance with the terms of the Plans after the Registration Statement has become effective under the Act.

Based upon and subject to the foregoing, we are of the opinion that the Shares, or any portion of the Shares, have been duly authorized and that, upon registration of the Shares, issuance by the Company of and receipt of the consideration for the Shares, consistent with the terms of the Plans, the Shares will be validly issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. This consent shall not be construed to cause us to be in the category of persons whose consent is required to be filed pursuant to Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

Graham & Dunn PC

/s/ Graham & Dunn PC

EX-23.2 3 dex232.htm CONSENT OF DELOITTE & TOUCHE LLP Consent of Deloitte & Touche LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of Columbia Banking System, Inc. and management’s report on the effectiveness of internal control over financial reporting dated March 1, 2007, appearing in the Annual Report on Form 10-K of Columbia Banking System, Inc. for the year ended December 31, 2006.

/s/ Deloitte & Touche LLP

Seattle, Washington

July 24, 2007

EX-99.1 4 dex991.htm MOUNTAIN BANK HOLDING COMPANY DIRECTOR STOCK OPTION PLAN Mountain Bank Holding Company Director Stock Option Plan

Exhibit 99.1

MOUNTAIN BANK HOLDING COMPANY

DIRECTOR STOCK OPTION PLAN

Purpose of the Plan. The purpose of this Director Stock Option Plan (“Plan”) is to secure for MOUNTAIN BANK HOLDING COMPANY (“Holding Company”) and its shareholders the benefits which flow from providing Directors of the Holding Company with incentive inherent in common stock ownership. It is generally recognized that stock options plans aid in retaining competent directors, furnish a device to attract directors of exceptional ability, and provide incentive to Directors to make the Holding Company successful. Holding Company intends that Options issued under this Plan will constitute nonqualified stock options.

2.	Definitions. As used in this Plan, the following definitions apply:

“Board” means the Board of Directors of Holding Company.

“Common Stock” means Holding Company’s common stock, currently with a par value of $1.00 per share.

“Committee” has the meaning set forth in subparagraph 4(a) of this Plan.

“Continuous Status as a Director” means the absence of any interruption or termination of service as a Director.

“Date of Grant” of an Option means the date on which the Committee makes the determination granting such Option, or such later date as the Committee may designate. The Date of Grant shall be specified in the Option agreement.

“Director” means any person serving as a member of the Board of Holding Company or a Subsidiary of Holding Company which is currently in existence or is hereafter organized or is acquired by Holding Company.

“Exercise Price” has the meaning set forth in subparagraph 4(b)(2) of this Plan.

“Holding Company” has the meaning set forth in paragraph 1 of this Plan.

“Option” means a stock option granted under this Plan, which constitutes a Nonqualified Stock Option.

“Optionee” means a Director who receives an Option.

“Plan” has the meaning set forth in paragraph 1 of this Plan.

“Parent” means any corporation owning at least eighty percent (80%) of the total voting power of the issued and outstanding stock of Holding Company, and eighty percent (80%) of the total value of the issued and outstanding stock of Holding Company.

“Subsidiary” means any bank or other corporation of which not less than fifty percent (50%) of the voting shares are held by Holding Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by Holding Company or a Subsidiary.

3.	Stock Subject to Options.

Number of Shares Reserved. The maximum number of shares which may be optioned and sold under this Plan is 20,000 shares of the Common Stock of Holding Company (subject to adjustment as provided in subparagraph 6(j) of this Plan). During the term of this Plan, Holding Company will at all times reserve and keep available a sufficient number of shares of its Common Stock to satisfy the requirements of this Plan.

Expired Options. If any outstanding Option expires or becomes unexercisable for any reason without having been exercised in full, the shares of Common Stock allocable to the unexercised portion of such Option will again become available for other Options.

4.	Administration of the Plan.

The Committee. The Board will administer this Plan directly, acting as a Committee of the whole, or if the Board elects, by a separate Committee appointed by the Board for that purpose and consisting of at least two non-employee Board members. All references in the Plan to the “Committee” refers to this separate Committee, if any is established, or if none is then in existence, refers to the Board as a whole. Once appointed, any Committee will continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause), appoint new members in substitution, and fill vacancies however caused. The Committee will select one of its members as chairman, and will hold meetings at such times and places as the chairman or a majority of the Committee may determine. At all times, the Board will have the power to remove all members of the Committee and thereafter to directly administer this Plan as a Committee of the whole.

(1)

Members of the Committee who are eligible for Options or who have been granted Options will be counted for all purposes in determining the existence of a quorum at any meeting of the Committee and will be eligible to vote on all matters before the Committee respecting the granting of Options or administration of this Plan.

(2)

At least annually, the Committee must present a written report to the Board indicating the Directors to whom Options have been granted since the date of the last such report, and in each case the Date of Grant, the number of shares optioned, and the per-share Exercise Price.

Powers of the Committee. All actions of the Committee must be either (i) by a majority vote of the members of the full Committee at a meeting of the Committee, or (ii) by unanimous written consent of all members of the full Committee without a meeting. All decisions, determinations and interpretations of the Committee will be final and binding on all persons, including all Optionees and any other holders or persons interested in any Options, unless otherwise expressly determined by a vote of the majority of the entire Board. No member of the Committee or of the Board will be liable for any action or determination made in good faith with respect to the Plan or any Option. Subject to all provisions and limitations of the Plan, the Committee will have the authority and discretion:

(1)

to determine the Directors to whom Options are to be granted, the Dates of Grant, and the number of shares to be represented by each Option;

(2)

to determine the price at which shares of Common Stock are to be issued under an Option, subject to subparagraph 6(b) of this Plan (“Exercise Price”);

(3)

to determine all other terms and conditions of each Option granted under this Plan (including specification of the dates upon which Options become exercisable, and whether conditioned on performance standards, periods of service or otherwise), which terms and conditions can vary between Options;

(4)

to modify or amend the terms of any Option previously granted, or to grant substitute Options, subject to subparagraphs 6(l) and 6(m) of this Plan;

(5)

to authorize any person or persons to execute and deliver Option agreements or to take any other actions deemed by the Committee to be necessary or appropriate to effect the grant of Options by the Committee;

(6)

to interpret this Plan and to make all other determinations and take all other actions which the Committee deems necessary or appropriate to administer this Plan in accordance with its terms and conditions.

Eligibility. Options may be granted only to Directors. Granting of Options under this Plan will be entirely discretionary with the Committee. Adoption of this Plan will not confer on any Director any right to receive any Option or Options under this Plan unless and until said Options are granted by the Committee, in its sole discretion. Neither the adoption of this Plan nor the granting of any Options under this Plan will confer upon any Director or Optionee any right with respect to continuation of status as a Director, nor

will the same interfere in any way with his or her right or with the right of the shareholders of Holding Company or any Subsidiary to terminate his or her status as a Director at any time.

Terms and Conditions of Options. All Options granted under this Plan must be authorized by the Committee, and must be documented in written Option agreements in such form as the Committee will approve from time to time, which agreements must comply with and be subject to all of the following terms and conditions:

Number of Shares. Each Option agreement must state the number of shares subject to Option. Any number of Options may be granted to a single eligible Director at any time and from time to time.

Exercise Price and Consideration. Each option agreement must state the Exercise Price for the shares of Common Stock to be issued under the Option, which price must be not less than the greater of (1) the fair market value of the Common Stock or (2) the net book value of the Common Stock at the time of grant, as is determined by the Committee. The Exercise Price is payable either (i) in United States dollars upon exercise of the Options, or (ii) if approved by the Board or Committee, other consideration including without limitation Common Stock of Holding Company, services, or other property.

Term of Option. Subject to other applicable provisions of this Plan including but not limited to subparagraphs 6(g), 6(h) and 6(i), the term of each Option will be determined by the Committee in its discretion.

Non-transferability of Options. No Option may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

Manner of Exercise. An Option will be deemed to be exercised when written notice of exercise has been given to Holding Company in accordance with the terms of the Option by the person entitled to exercise the Option, together with full payment for the shares of Common Stock subject to said notice.

Rights as Shareholder. An Optionee shall have none of the rights of a shareholder with respect to any shares covered by his or her Option unless and until the Optionee has exercised such Option and submitted full payment for the shares.

Death of Optionee. In the event of the death of an Optionee who at the time of his or her death was a Director and who had been in Continuous Status as a Director since the Date of Grant of the Option, the Option will terminate on the earlier of (i) one year after the date of death of the Optionee, or (ii) the expiration date otherwise provided in the Option agreement, except that if the expiration date should occur during the 180-day period immediately following the Optionee’s

death, such Option will terminate at the end of such 180-day period. The Option will be exercisable at any time prior to such termination by the Optionee’s estate, or by such person or persons who have acquired the right to exercise the Option by bequest or by inheritance or by reason of the death of the Optionee.

Disability of Optionee. If an Optionee’s status as a Director is terminated at any time during the Option period by reason of a disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) and if said Optionee had been in Continuous Status as a Director at all times between the Date of Grant of the Option and the termination of his or her status as a Director, his or her Option will terminate on the earlier of (i) one year after the date of termination of his or her status as a Director, or (ii) the expiration date otherwise provided in his or her Option agreement.

Termination of Status as a Director.

(1)

If an Optionee’s status as a Director is terminated at any time after the grant of an Option to such Director for any reason other than death or disability, as provided in subparagraphs 6(g) and 6(h) of this Plan, and excepting if the Director is removed for cause, as provided in subparagraph (2) below, such Option will terminate on the earlier of (i) the same day of the sixth month after the date of termination of his or her status as a Director, or (ii) the expiration date otherwise provided in his or her Option agreement.

(2)

If an Optionee is removed as a Director for cause at any time after the grant of an Option to such Director, then such Option will terminate on the date of termination of his or her status as a Director. For this purpose, cause will be deemed to exist only if the Board has reasonable grounds to believe that Holding Company has suffered or will suffer substantial injury as a result of the gross negligence or dishonesty of the Director who is removed.

Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of Holding Company, the number of shares of Common Stock covered by each outstanding Option, the number of shares of Common Stock available for grant of additional Options, and the per-share Exercise Price in each outstanding Option, will be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split or other subdivision or consolidation of shares, the payment of any stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by Holding Company; provided, however, that conversion of any convertible securities of Holding Company will not be deemed to have been “effected without receipt of consideration.” Such adjustment will be made by the Committee, whose determination in that respect will be final, binding and conclusive.

(1)

Except as otherwise expressly provided in this subparagraph 6(j), no Optionee will have any rights by reason of any stock split or the payment of any stock dividend or any other increase or decrease in the number of shares of Common Stock, and no issuance by Holding Company of shares of stock of any class, or securities convertible into shares of stock of any class, will affect the number of shares or Exercise Price subject to any Options, and no adjustments in Options will be made by reason thereof. The grant of an Option under this Plan will not affect in any way the right or power of Holding Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure.

Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an Option granted under this Plan unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, including applicable federal and state securities laws. As a condition to the exercise of an Option, Holding Company may require the person exercising such Option to represent and warrant at the time of exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such Common Stock if, in the opinion of counsel for Holding Company, such a representation is required by any of the aforementioned relevant provisions of law.

Corporate Sale Transactions. In the event of the merger or reorganization of Holding Company with or into any other corporation, the sale of substantially all of the assets of Holding Company, or a dissolution or liquidation of Holding Company (collectively, “Sale Transaction”), (1) all outstanding Options that are not then fully exercisable will become exercisable upon the date of closing of any sale transaction or such earlier date as the Committee may fix; and (2) the Committee may, in the exercise of its sole discretion, terminate all outstanding Options as of a date fixed by the Committee. In such event, however, the Committee must notify each Optionee of such action in writing not less than sixty (60) days prior to the termination date fixed by the Committee, and each Optionee must have the right to exercise his or her Option prior to said termination date.

Substitute Stock Options. In connection with an internal reorganization of Holding Company (e.g., formation of a holding company), the Committee is authorized, in its discretion, to substitute for any unexercised Option, a new option for shares of the resulting entity’s stock.

Tax Compliance. Holding Company, in its sole discretion, may take actions reasonably believed by it to be required to comply with any local, state, or federal tax laws relating to the reporting or withholding of taxes attributable to the grant or exercise of any Option or the disposition of any shares of Common Stock issued upon exercise of an Option, including, but not limited to (i) withholding from any Optionee exercising an Option a number of shares of Common Stock having a fair market value equal to the amount required to be withheld by Holding

Company under applicable tax laws, and (ii) withholding from any form of compensation or other amount due an Optionee, or holder, of shares of Common Stock issued upon exercise of an Option any amount required to be withheld by Holding Company under applicable tax laws. Withholding or reporting will be considered required for purposes of this subparagraph if the Committee, in its sole discretion, so determines.

Other Provisions. Option agreements executed under this Plan may contain such other provisions as the Committee will deem advisable.

Term of the Plan. This Plan will become effective and Options may be granted upon the Plan’s approval by the Board, subject to shareholder approval. Unless sooner terminated as provided in subparagraph 7(a) of this Plan, this Plan will terminate on the tenth (10th) anniversary of its effective date. Options may be granted at any time after the effective date and prior to the date of termination of this Plan.

Amendment or Early Termination of the Plan. The Board may terminate this Plan at any time. The Board may amend this Plan at any time and from time to time in such respects as the Board may deem advisable, except that, without approval of the shareholders, no revision or amendment will increase the number of shares of Common Stock subject to this Plan other than in connection with an adjustment under subparagraph 6(j) of this Plan.

Effect of Amendment or Termination. No amendment or termination of this Plan will affect Options granted prior to such amendment or termination, and all such Options will remain in full force and effect notwithstanding such amendment or termination.

8.	Shareholder Approval. Adoption of this Plan will be subject to ratification by affirmative vote of shareholders owning at least a majority of the outstanding Common Stock of Holding Company at a duly convened meeting.

* * * * *

CERTIFICATE OF ADOPTION

I certify that the foregoing Director Stock Option Plan was approved by the Board of Directors of Mountain Bank Holding Company on February 18, 1999.

I further certify that the foregoing Director Stock Option Plan was approved by the shareholders of Mountain Bank Holding Company on April 13, 1999.

Sheila Marie Brumley, Secretary

EX-99.2 5 dex992.htm FORM OF NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT Form of Nonemployee Director Stock Option Agreement

Exhibit 99.2

MOUNTAIN BANK HOLDING COMPANY

DIRECTOR STOCK OPTION AGREEMENT

This Director Stock Option Agreement (“Agreement”) is entered into by and between MOUNTAIN BANK HOLDING COMPANY, a Washington corporation (the “Holding Company”) and the Director named below.

1. Pursuant to Holding Company’s Director Stock Option Plan (the “Plan”) and subject to the terms of this Agreement, Holding Company hereby grants the following irrevocable incentive stock option (“Option”):

Director:

Option Shares: Exercise Price:

Date of Grant: Date of Termination:

Vesting Schedule: This Option will become exercisable as to Shares on each of the first anniversary dates from the Date of Grant.

2. Pursuant to this Option, the Director has the option to purchase the stated number of Option Shares of the common stock of Holding Company at the Exercise Price, payable on the date of exercise. This Option is granted as of the Date of Grant, and shall terminate on the Date of Termination unless sooner terminated by reason of death, disability or other termination of status as a director as provided in the Plan.

3. This Option shall become exercisable according to the Vesting Schedule. Option Shares as to which this Option becomes exercisable are called “Vested Shares.” This Option shall be exercisable as to Vested Shares in whole or in part at any time between the Date of Grant and the Date of Termination of this Option. Notwithstanding the foregoing, if the Optionee’s status as a director with Holding Company terminates, then this Option will cease to vest and will not become exercisable as to any additional shares, as of the date on which the Optionee’s status as director terminates. In such case, this Option will be limited to the Vested Shares as of such date of the termination of status as director.

4. This Option must be exercised by actual delivery to Holding Company of a written notice of exercise signed by Director specifying the number of shares with respect to which this Option is being exercised and the per-share Exercise Price, accompanied by payment of the full amount of the Exercise Price for the number of shares being purchased.

5. All terms and conditions of the Plan are hereby incorporated by this reference as a part of this Agreement, including but not limited to the “Terms and Conditions of Options” provided in the Plan.

I hereby acknowledge that I have received a copy of the Plan, incorporated by reference above.

Director

EX-99.3 6 dex993.htm MOUNTAIN BANK HOLDING COMPANY 1999 EMPLOYEE STOCK OPTION PLAN Mountain Bank Holding Company 1999 Employee Stock Option Plan

Exhibit 99.3

MOUNTAIN BANK HOLDING COMPANY

EMPLOYEE STOCK OPTION PLAN

Purpose of the Plan. The purpose of this Employee Stock Option Plan (“Plan”) is to secure for MOUNTAIN BANK HOLDING COMPANY (“Holding Company”) and its shareholders the benefits which flow from providing key employees of Holding Company with incentive inherent in common stock ownership. It is generally recognized that stock options plans aid in retaining competent employees, furnish a device to attract employees of exceptional ability, and provide incentive to employees to make the Holding Company successful. Holding Company intends that Options issued pursuant to this Plan shall constitute either Incentive Stock Options within the meaning of Section 422 of the Code or Nonqualified Stock Options

2.	Definitions. As used in this Plan, the following definitions apply:

“Board” means the Board of Directors of Holding Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means Holding Company’s common stock, currently with a par value of $1.00 per share.

“Committee” has the meaning set forth in subparagraph 4(a) of this Plan.

“Continuous Status as Employee” means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave or any other approved leave of absence.

“Employee” means any person employed by Holding Company, or a Subsidiary of Holding Company which is currently in existence or is hereafter organized or is acquired by Holding Company.

“Exercise Price” has the meaning set forth in subparagraph 4(b)(2) of this Plan.

“Holding Company” has the meaning set forth in paragraph 1 of this Plan.

“Option” means a stock option granted under this Plan. Options shall include both Incentive Stock Options as defined under Section 422 of the Code and Nonqualified Stock Options, which refer to all stock options other than Incentive Stock Options.

“Optionee” means an Employee who receives an Option.

“Plan” has the meaning set forth in paragraph 1 of this Plan.

“Shareholder-Employee” means an Employee who owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of Holding Company or of any Subsidiary or parent company. For this purpose, the attribution of stock ownership rules provided in Section 424(d) of the Code shall apply.

“Subsidiary” means any corporation of which not less than fifty percent (50%) of the voting shares are held by Holding Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by Holding Company or a Subsidiary.

3.	Stock Subject to Options.

Number of Shares Reserved. The maximum number of shares which may be optioned and sold under this Plan is 40,000 shares of the Common Stock of Holding Company (subject to adjustment as provided in subparagraph 6(j) of this Plan). During the term of this Plan, Holding Company will at all times reserve and keep available a sufficient number of shares of its Common Stock to satisfy the requirements of this Plan.

4.	Administration of the Plan.

increase the size of the Committee and appoint additional members, remove members (with or without cause), appoint new members in substitution, and fill vacancies however caused. The Committee will select one of its members as chairman, and will hold meetings at such times and places as the chairman or a majority of the Committee may determine. At all times, the Board will have the power to remove all members of the Committee and thereafter to directly administer this Plan as a Committee of the whole.

(1)

(2)

At least annually, the Committee must present a written report to the Board indicating the persons to whom Options have been granted since the date of the last such report, and in each case the Date of Grant, the number of shares optioned, and the per-share Exercise Price.

(1)

to determine the persons to whom Options are to be granted, the Dates of Grant, and the number of shares to be represented by each Option;

(2)

to determine the price at which shares of Common Stock are to be issued under an Option, subject to subparagraph 6(b) of this Plan (“Exercise Price”);

(3)

(4)

to modify or amend the terms of any Option previously granted, or to grant substitute Options, subject to subparagraphs 6(l) and 6(m) of this Plan;

(5)

(6)

Eligibility. Options may be granted only to Employees. Granting of Options under this Plan will be entirely discretionary with the Committee. Adoption of this Plan will not confer on any Employee any right to receive any Option or Options under this Plan unless and until said Options are granted by the Committee in its sole discretion. Neither the adoption of this Plan nor the granting of any Options under this Plan will confer upon any Employee or Optionee any right with respect to continuation of employment, nor will the same interfere in any way with his or her right or with the right of the shareholders of Holding Company or any Subsidiary to terminate his or her employment at any time.

Number of Shares; Annual Limitation. Each Option agreement must state whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option and the number of shares subject to Option. Any number of Options may be granted to an Employee at any time; except that, in the case of Incentive Stock Options, the aggregate fair market value (determined as of each Date of Grant) of all shares of Common Stock with respect to which Incentive Stock Options become exercisable for the first time by such Employee during any one calendar year (under all incentive stock option plans of the Company and all of its Subsidiaries taken together) shall not exceed $100,000. Any portion of an Option in excess of the $100,000 limitation shall be treated as a Nonqualified Stock Option

Exercise Price and Consideration. The Exercise Price shall be the price determined by the Committee, subject to subparagraphs (1) and (2) below.

(1)

In the case of Incentive Stock Options, the Exercise Price shall in no event be less than the fair market value of the Common Stock on the Date of Grant. In the case of an Incentive Stock Option granted to a Employee who, immediately before the grant of such Incentive Stock Option, is a Shareholder-Employee, the Exercise Price shall be at least 110% of the fair market value of the Common Stock on the Date of Grant.

(2)

In all cases, the Exercise Price shall be no less than the greater of (i) the fair market value of the Common Stock or (ii) the net book value of the Common Stock at the time of grant, as is determined by the Committee.

(3)

In all cases, the Exercise Price shall be payable either (i) in United States dollars upon exercise of the Option, or (ii) if approved by the Board, other consideration including without limitation Common Stock of Holding Company, services, debt instruments or other property.

Term of Option. No Option shall in any event be exercisable after the expiration of ten (10) years from the Date of Grant. Further, no Incentive Stock Option granted to a Employee who, immediately before such Incentive Stock Option is granted, is a Shareholder-Employee shall be exercisable after the expiration of five (5) years from the Date of Grant. Subject to the foregoing and other applicable provisions of the Plan including but not limited to subparagraphs 6(g), 6(h) and 6(i), the term of each Option will be determined by the Committee in its discretion.

Death of Optionee. An Option shall be exercisable at any time prior to termination under subparagraphs (1) or (2), below, by the Optionee’s estate or by such person or persons who have acquired the right to exercise the Option by bequest or by inheritance or by reason of the death of the Optionee. In the event of the death of an Holder,

(1)

an Incentive Stock Option shall terminate no later than the earliest of (i) one year after the date of death of the Optionee if the Optionee had been in Continuous Status as an Employee since the Date of Grant of the Option, or (ii) the date specified under subparagraph 6(i) of this Plan if the Optionee’s status as an Employee was terminated prior to his or her death, or (iii) the expiration date otherwise provided in the applicable Option agreement; and

(2)

a Nonqualified Stock Option shall terminate no later than the earlier of (i) one year after the date of death of the Optionee, or (ii) the expiration date otherwise provided in the Option agreement, except that if the expiration date of a Nonqualified Stock Option should occur during the 180-day period immediately following the Optionee’s death, such Option shall terminate at the end of such 180-day period.

Disability of Optionee. If an Optionee’s status as an Employee is terminated at any time during the Option period by reason of a disability (within the meaning of Section 22(e)(3) of the Code) and if said Optionee had been in Continuous Status as an Employee at all times between the date of grant of the Option and the termination of his or her status as an Employee, his or her Option shall terminate no later than the earlier of (i) one year after the date of termination of his or her status as an Employee, or (ii) the expiration date otherwise provided in his or her Option agreement.

Termination of Status as an Employee.

(1)

If an Optionee’s status as an Employee is terminated at any time after the grant of an Option to such Employee for any reason other than death or disability (as described in subparagraphs 6(g) and 6(h) above) and not for cause, as provided in subparagraph (2) below, then such Option shall terminate no later than the earlier of (i) the same day of the third month after the date of termination of his or her status as an Employee, or (ii) the expiration date otherwise provided in his or her Option agreement.

(2)

If an Optionee’s status as an Employee is terminated for cause at any time after the grant of an Option to such Employee, then such Option shall terminate at the end of the day on the date of termination of his or her status as an Employee. For this purpose, “cause” includes fraud or willful misconduct or any other conduct which the Board reasonably believes will cause or has caused Holding Company substantial injury as a result of gross negligence or dishonesty.

(1)

Substitute Stock Options. In connection with an internal reorganization of Holding Company, the Committee is authorized, in its discretion, to substitute for any unexercised Option, a new option for shares of the resulting entity’s stock.

issued upon exercise of an Option, including, but not limited to (i) withholding from any Optionee exercising an Option a number of shares of Common Stock having a fair market value equal to the amount required to be withheld by Holding Company under applicable tax laws, and (ii) withholding from any form of compensation or other amount due an Optionee, or holder, of shares of Common Stock issued upon exercise of an Option any amount required to be withheld by Holding Company under applicable tax laws. Withholding or reporting will be considered required for purposes of this subparagraph if the Committee, in its sole discretion, so determines.

Holding Period for Incentive Stock Options. With regard to shares of Common Stock issued pursuant to an Incentive Stock Option granted under the Plan, if the Optionee (or such other person who may exercise the Option pursuant to subparagraph 6(g) of this Plan) makes a disposition of such shares within two years from the Date of Grant of such Option, or within one year from the date of issuance of such shares to the Optionee upon the exercise of such Option, then the Optionee must notify the Company in writing of such disposition and must cooperate with the Company in any tax compliance relating to such disposition.

Other Provisions. Option agreements executed under this Plan may contain such other provisions as the Committee will deem advisable.

Shareholder Approval. Adoption of this Plan will be subject to ratification by affirmative vote of shareholders owning at least a majority of the outstanding Common Stock of Holding Company at a duly convened meeting. If such shareholder approval is not obtained within twelve (12) months after the date of the Board’s adoption of this Plan, then this Plan shall terminate subject to subparagraph 7(b) of the Plan except that any Incentive Stock Options previously granted under the Plan shall become Nonqualified Stock Options, and no further Options shall be granted under the Plan.

* * * * *

CERTIFICATE OF ADOPTION

I certify that the foregoing Employee Stock Option Plan was approved by the Board of Directors of Mountain Bank Holding Company on February 18, 1999.

I further certify that the foregoing Employee Stock Option Plan was approved by the shareholders of Mountain Bank Holding Company on April 13, 1999.

Sheila Marie Brumley, Secretary

EX-99.4 7 dex994.htm FORM OF EMPLOYEE STOCK OPTION AGREEMENT Form of Employee Stock Option Agreement

Exhibit 99.4

OPTION FOR PURCHASE OF STOCK UNDER

MOUNTAIN BANK HOLDING COMPANY

1999 STOCK OPTION PLAN

FOR VALUABLE CONSIDERATION, MOUNTAIN BANK HOLDING COMPANY (the “Corporation”), does, effective , hereby grant to (the “Optionee”) the option to purchase shares of the no par value common stock of the Corporation (the “Option Shares”) for a price of $ per share, subject to the following terms and conditions.

1. The right to purchase the Option Shares under this option shall vest as follows:

Option Shares will vest on ;

Option Shares will vest on ; and

Option Shares will vest on .

2. The right to purchase the Option Shares which have vested shall expire at the earliest of the following:

(a) Ten (10) years from the date of grant;

(b) Three (3) months after voluntary termination of Optionee’s employment or retirement;

(d) One (1) year after Optionee’s disability or death.

3. In the event of Optionee’s termination of employment or retirement, as specified in Section 2(b) above, the options to purchase Option Shares which have yet to vest pursuant to Section l(a) above on the date of retirement or on the date of voluntary or involuntary termination shall lapse as of the date of retirement or voluntary or involuntary termination.

4. In the event of Optionee’s termination of employment by reason of disability or death as specified in Section 2(c) above, the options to purchase Option Shares shall continue to vest according to the provisions of Section l(a) above until expiration of the twelve (12) month period specified in Section 2(c) hereof.

5. A termination of employment shall not be deemed to occur by reason of (i) the transfer of the Optionee from employment by the Corporation to employment by a subsidiary or parent of the Corporation; or (ii) the transfer of Optionee from employment by a subsidiary or parent of the Corporation to employment by the Corporation or by another subsidiary or parent of the Corporation.

6. This option may be exercised at different times for portions of the total number of Option Shares for which the right to purchase shall have vested hereunder, provided that in no event shall the option be exercised for a fraction of a share.

7. The aggregate number of Option Shares for which this option is granted and the price per share thereof shall be proportionately adjusted for any increase or decrease in the number of outstanding shares of common stock of the Corporation resulting from a stock split or reverse split of shares or any other capital adjustment or the payment of a stock dividend or any other increase or decrease in such shares effected without receipt of consideration by the Corporation excluding any decrease arising from the purchase of shares for the treasury. If the adjustment would result in a fractional Option Share, the Optionee shall be entitled to one additional Option Share, provided that the total number of Option Shares to be granted under the 1999 Stock Option Plan shall not be increased above the equivalent number of shares initially approved by the shareholders.

8. In the event of a merger or reorganization of the Corporation with or into any other corporation, the sale of substantially all of the assets of the Corporation, or a dissolution or liquidation of the Corporation (collectively “Sale Transaction”), (1) all outstanding options that are not the fully exercisable will become exercisable upon the date of closing of any Sale Transaction or such earlier date as the Committee may fix; and (2) the Committee may, in the exercise of its sole discretion, terminate all outstanding Options as of a date fixed by the Committee. In such event, however, the Committee must notify each Optionee of such action in writing not less than sixty (60) days prior to the termination date fixed by the Committee, and each Optionee must have the right to exercise his or her Option prior to said termination date.

9. This is not an employment contract and while the benefits, if any, of this option are an incident of the Optionee’s employment with the Corporation, the terms and conditions of such employment are otherwise wholly independent hereof.

10. This option is not assignable and may be exercised only by the Optionee or person to whom the right under the option shall pass by will or the laws of descent and distribution or otherwise because of the death of the Optionee. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the option contrary to the provisions hereof, and the levy of any attachment or similar process upon the option, shall be null and void and without effect. The Corporation shall have the right to terminate the option, in the event of any such assignment, transfer, pledge, hypothecation, other disposition of the option, or levy of attachment or similar process, by notice to that effect to the person then entitled to exercise the option; provided, however, that termination of the option hereunder shall not prejudice any rights or remedies that the Corporation may have under this Option for Purchase of Stock or otherwise.

11. Any dispute or disagreement which shall arise under, as a result of, or in any way relate to the interpretation or construction of this Option for Purchase of Stock shall be determined by a committee appointed by the Board of Directors of the Corporation under the 1999 Stock Option Plan or, in the event 1999 Stock Option Plan shall at the time be administered by the Board of Directors of the Corporation, then by such Board of Directors. Any such determination made hereunder shall be final, binding and conclusive for all purposes.

12. In the event of a proposed merger, consolidation or sale of substantially all of the assets of the Corporation, all or any unexercised portion of the option granted herein shall be deemed canceled unless the Optionee exercises the option or any part thereof and pays for said Option Shares in full within thirty days after written notice to the Corporation of such proposed action.

13. If the merger, consolidation or sale of assets is later abandoned and the Optionee has not exercised in full, this option shall be deemed reinstated on the original terms set forth herein, as if never canceled.

14. The Optionee shall indicate his or her intention to exercise the option hereby granted by notifying the Corporate Secretary of the Corporation in writing of his or her intention to do so, indicating the number of shares he or she intends to purchase and specifying a business day not more than fifteen (15) days from the date such notice is given for the payment of the purchase price as against delivery of the shares being purchased. On the date specified in the notice, and at the principal business office of the Corporation, the Optionee shall pay to the Corporation an amount sufficient to cover the total option price of such shares and any federal income and F.I.C.A. taxes required to be withheld by the Corporation, and the Corporation shall deliver to the Optionee the option shares purchased.

15. This option is intended to be, and shall be construed as, an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, and is granted pursuant to and is controlled by the 1999 Stock Option Plan of the Corporation.

16. This Option for Purchase of Stock shall be governed by the laws of the State of Washington.

17. All obligations imposed upon the Optionee, and all rights granted to the Corporation, hereunder or as stipulated in the 1999 Stock Option Plan, shall be binding upon the Optionee’s heirs, legal representatives and successors.

EXECUTED at Enumclaw, Washington the day and year first above written.


MOUNTAIN BANK HOLDING COMPANY

By:
		Roy T. Brooks, Chairman



, Optionee

EX-99.5 8 dex995.htm MT. RAINIER NATIONAL BANK 1990 STOCK OPTION PLAN Mt. Rainier National Bank 1990 Stock Option Plan

Exhibit 99.5

MT. RAINIER NATIONAL BANK

1990 STOCK OPTION PLAN

I. Purpose

Mt. Rainier National Bank (the “Bank”) desires to afford certain of its key employees and the key employees of any subsidiary of the Bank or parent of the Bank now existing or hereafter formed or acquired who are responsible for the continued growth of the Bank an opportunity to acquire a proprietary interest in the Bank, and thus to create in such key employees an increased interest in and a greater concern for the welfare of the Bank.

The stock options (“Options”) offered pursuant to this 1990 Stock Option Plan (the “Plan”) are a matter of separate inducement and are not in lieu of any salary or other compensation for the services of any key employee.

The Bank, by means of the Plan, seeks to retain the services of persons now holding key positions and to secure the services of persons capable of filling such positions.

The Options granted under the Plan are intended to be either incentive stock options (“Incentive Options”) within the meaning of Section 422A of the Internal Revenue Code of 1986 (the “Code”), or options that do not meet the requirements for Incentive Options (“Non-Qualified Options”), but the Bank makes no warranty as to the qualifications of any Option as an Incentive Option.

II. Amount of Stock Subject to the Plan

The total number of shares of stock of the Bank which may be purchased pursuant to the exercise of Options granted under the Plan shall not exceed, in the aggregate, 30,000 shares of the authorized stock, $5 par value per share (the “Shares”).

Shares which may be acquired under the Plan may be either authorized but unissued Shares, Shares of issued stock held in the Bank’s treasury, or both, at the discretion of the Bank. If and to the extent that Options granted under the Plan expire or terminate without having been exercised, new Options may be granted with respect to the Shares covered by such expired or terminated Options, provided that the grant and the terms of such new Options shall in all respects comply with the provisions of the Plan.

Except as provided in Article XIX, the Bank may, from time to time during the period beginning May 5, 1990 (the “Effective Date”) and ending May 4, 2000 (the “Termination Date”), grant Options to certain key employees of the Bank, or of any subsidiary of the Bank or parent of the Bank now existing or hereafter formed or acquired, under the terms hereinafter set forth.

The terms “subsidiary of the Bank” and “parent of the Bank” as used herein shall have the same meaning as the term “subsidiary corporation” and “parent corporation” as defined in Sections 425(f) and 425(e), respectively, of the Code.

III. Administration

The board of directors of the Bank (the “Board of Directors”) shall designate from among its members a committee (the “Committee”), which shall consist of no fewer than three members of the Board of Directors, each of whom shall be a “disinterested person” within the meaning of Rule 16b-3 (or any successor rule or regulation) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to administer the Plan. A majority of the members of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee shall be the act of the Committee. Any member of the Committee may be removed at any time either with or without cause by resolution adopted by the Board of Directors, and any vacancy on the Committee may at any time be filled by resolution adopted by the Board of Directors.

Any or all powers and functions of the Committee may at any time and from time to time be exercised by the Board of Directors; provided, however, that, with respect to the participation in the Plan by employees who are members of the Board of Directors, as the case may be, such powers and functions of the Committee may be exercised by the Board of Directors only if, at the time of such exercise, a majority of the members of the Board of Directors and a majority of the directors acting in the particular matter, are “disinterested persons” within the meaning of Rule 16b-3 (or any successor rule or regulation) promulgated under the Exchange Act.

Subject to the express provisions of the Plan, the Board of Directors or the Committee, as the case may be, shall have authority, in its discretion, to determine the employees to whom Options shall be granted, the time when such Options shall be granted to employees, the number of Shares which shall be subject to each Option, the purchase price of each Share which shall be subject to each Option, the period(s) during which such Options shall be exercisable (whether in whole or in part), and the other terms and provisions thereof.

Subject to the express provisions of the Plan, the Board of Directors or the Committee, as the case may be, also shall have authority to construe the Plan Options granted thereunder, to amend the Plan and Options granted thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective Options (which need not be identical) and to make all other determinations necessary or advisable for administering the Plan.

The determination of the Board of Directors or the Committee, as the case may be, on matters referred to in this Article III shall be conclusive.

The Board of Directors or the Committee, as the case may be, may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Board of Directors or the Committee in the engagement of such counsel, consultant or agent shall be paid by the Bank. No member or former member of the Committee or of the Board of Directors shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted hereunder.

IV. Eligibility

Participants in the Plan shall be those salaried key employees and officers of the Bank or of any subsidiary of the Bank or parent of the Bank (including officers and employees who are also directors of the Bank or any subsidiary of the Bank or parent of the Bank), who are selected by the Committee from time to time. A Director of the Bank who is not also a regular salaried employee of the Bank will not be eligible to receive an Option. Any person who shall have retired from the active employment by the Bank, although such person shall have entered into a consulting contract with the Bank, shall also not be eligible to receive an Option.

No incentive stock option shall be granted to an employee who, at the time the option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Bank or any subsidiary of the Bank or parent of the Bank; provided, however, that an incentive option may be granted to such an employee if, at the time such incentive stock option is granted, the option exercise price is no less than the greater of either: (a) the par value of the stock, or (b) one hundred ten percent (110%) of the fair market value of the stock subject to the option at the time the option is granted, and provided such option is by its terms not exercisable after the expiration of five (5) years from the date such option is granted.

V. Maximum Allotment of Incentive Options

No employee shall be granted Incentive Options to purchase shares of stock of the Bank or of any subsidiary of the Bank or parent of the Bank or any combination thereof, if the aggregate fair market value of stock with respect to which Incentive Options are exercisable for the first time by such employee during any calendar year (under all stock option plans of the Bank and any parent of the Bank or subsidiary of the Bank) exceeds $100,000. For purposes of this limitation, the fair market value of stock is determined as of the time the Option is granted.

VI. Option Price and Payment

The price for each Share purchasable under any Option granted hereunder shall be such amount as the Board of Directors or the Committee, as the case may be, shall, in its best judgment, determine on the basis of facts and circumstances to be not less than the greater of either: (a) the par value of the stock, or (b) one hundred percent (100%) of the fair market value per Share at the date the Option is granted, or one hundred ten percent (110%) of the fair market value per share if required for issuance of an Incentive Stock Option to a ten percent (10%) shareholder, as provided in Article IV.

If the Shares are listed on a national securities exchange in the United States on the date any Option is granted, the fair market value per Share shall be deemed to be the average of the high and low quotations at which such Shares are sold on such national securities exchange on the date such Option is granted. If the Shares are listed on a national securities exchange in the United States on such date but the Shares are not traded on such date, or such national securities exchange is not open for business on such date, the fair market value per Share shall be determined as of the closest preceding date on which such exchange shall have been open for business and the Shares were traded. If the Shares are listed on more than one national securities

exchange in the United States on the date any such Option is granted, the Committee shall determine which national securities exchange shall be used for the purpose of determining the fair market value per Share. If the Shares are not so listed or quoted, the fair market value shall be determined in accordance with a method approved by the Board of Directors or the Committee.

For purposes of this Plan, the determination by the Board of Directors or the Committee, as the case may be, of the fair market value of a Share shall be conclusive.

Upon the exercise of an Option granted hereunder, the Bank shall cause the purchased Shares to be issued only when it shall have received the full purchase price for the Shares in cash; provided, however, that in lieu of cash, the holder of an Option may, if and to the extent the terms of such Option so provide and to the extent permitted by applicable law, exercise an Option in whole or in part, by delivering to the Bank shares of stock of the Bank owned by such holder having a fair market value equal to the cash exercise price applicable to that portion of the Option being exercised by the delivery of such Shares. The fair market value of the stock so delivered shall be determined as of the date immediately preceding the date on which the Option is exercised, or as may be required in order to comply with or to conform to the requirements of any applicable laws or regulations.

VII. Use of Proceeds

The cash proceeds of the sale of Shares subject to the Options granted hereunder are to be added to the general funds of the Bank and used for its general corporate purposes as the Board of Directors shall determine.

VIII. Term of Option and Limitations on The Right of Exercise

Unless the Board of Directors or the Committee, as the case may be, shall determine otherwise (in which event the instrument evidencing the Option granted hereunder shall so specify), any Incentive Option granted hereunder shall be exercisable during a period of not more than ten (10) years from the date of grant of such Option (five (5) years in the case of a more than ten percent (10%) shareholder) at such times and in such amounts as the Board of Directors or the Committee shall determine at such date of grant.

Any Non-Qualified Option granted hereunder shall be exercisable at such time, in such amounts and during such period or periods as the Board of Directors or the Committee as the case may be, shall determine at the date of the grant of such Option.

The Board of Directors or the Committee shall have the right to accelerate, in whole or in part, from time to time, conditionally or unconditionally, rights to exercise any Option granted hereunder.

To the extent that an Option is not exercised within the period of exercisability specified therein, it shall expire as to the then unexercised part. If any Option granted hereunder shall terminate prior to the Termination Date, the Board of Directors or the Committee, as the case may be; shall have the right to use the Shares as to which such Option shall not have been exercised to grant one or more additional Options to any eligible employee, but any such grant of an additional Option shall be made prior to the close of business on the Termination Date.

In no event shall an Option granted hereunder be exercised for a fraction of a share.

IX. Exercise of Options

Options granted under the Plan shall be exercised by the optionee as to all or part of the Shares covered thereby by the giving of written notice of the exercise thereof to the Corporate Secretary of the Bank at the principal business office of the Bank, specifying the number of Shares to be purchased and specifying a business day not more than fifteen (15) days from the date such notice is given, for the payment of the purchase price against delivery of the Shares being purchased. Subject to the terms of Articles XIX, the Bank shall cause certificates for the Shares so purchased to be delivered to the optionee at the principal business office of the Bank, against payment of the full purchase price, on the date specified in the notice of exercise.

X. Nontransferability of Options

No Option granted hereunder shall be transferable, whether by operation of law or otherwise, other than by will or the laws of descent and distribution, and any Option granted hereunder shall be exercisable, during the lifetime of the holder, only by such holder.

XI. Termination of Employment

Upon termination of employment of any employee with the Bank and any subsidiary of the Bank or parent of the Bank, any Option previously granted to the employee, unless otherwise specified by the Board of Directors or the Committee, as the case may be, in the Option, shall, to the extent not theretofore exercised, terminate and become null and void, provided that:

(a) If the employee shall die while in the employ of such corporation or during the one (1) year period specified in clause (b) below, all Options granted to such employee and outstanding on the date of the employee’s death shall become immediately exercisable by the estate, or by the personal representative of such employee; or such person who acquired such option by bequest or inheritance or by reason of the death of the employee, at any time prior to the expiration date of any such Option; and

(b) If the employment of any employee to whom such Option shall have been granted shall terminate by reason of the employee’s retirement, disability (as described in Section 22(e)(3) of the Code), voluntary termination or dismissal by the employer, and while such employee is entitled to exercise such Option as herein provided, such employee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of any or all of such number of Shares as specified by the Board of Directors or the Committee, as the case may be, in such Option, at any time up to and including (i) three (3) months after the date of such termination of employment in the case of termination by reason of retirement, voluntary termination or dismissal and (ii) one (1) year after the date of termination of employment in the case of termination by reason of disability.

In no event, however, shall any person be entitled to exercise any Option after the expiration of the period of exercisability of such Option as specified therein.

If an Option granted hereunder shall be exercised by the estate or by the legal representative of a deceased employee or former employee, or by a person who acquired an Option granted hereunder by bequest or inheritance or by reason of the death of any employee or former employee, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Option.

For the purposes of the Plan, an employment relationship shall be deemed to exist between an individual and a corporation if, at the time of the determination, the individual was an “employee” of such corporation for purposes of Section 422(a) of the Code. If an individual is on military, sick leave or other bona fide leave of absence such individual shall be considered an “employee” for purposes of the exercise of an Option and shall be entitled to exercise such Option during such leave if the period of such leave does not exceed 90 days, or, if longer, so long as the individual’s right to reemployment with the corporation granting the option (or a related corporation) is guaranteed either by statute or by contract. If the period of leave exceeds ninety (90) days, the employment relationship shall be deemed to have terminated on the ninety-first (91st) day of such leave, unless the individual’s right to reemployment is guaranteed by statute or contract.

A termination of employment shall not be deemed to occur by reason of (i) the transfer of an employee from employment by the Bank to employment by a subsidiary of the Bank or parent of the Bank or (ii) the transfer of an employee from employment by a subsidiary of the Bank or a parent of the Bank to employment by the Bank or by another subsidiary or parent of the Bank.

XII. Adjustment of Shares; Effect of Certain Transactions

In the event of any change in the outstanding Shares through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, split-up, split-off, spinoff, combination of shares, exchange of shares, or other like change in capital structure of the Bank, an adjustment shall be made to each outstanding Option such that each such Option shall thereafter be exercisable for such securities, cash and/or other property as would have been received in respect of the Shares subject to such Option had such Option been exercised in full immediately prior to such change, and such an adjustment shall be made successively each time any such change shall occur. The term “Shares” shall, after any such change, refer to the securities, cash and/or property then receivable upon exercise of an Option. In addition, in the event of any such change, the Board of Directors or the Committee, as the case may be, shall make any further adjustment as may be appropriate to the maximum number of Shares subject to the Plan, the maximum number of Shares for which Options may be granted to any one employee, and the number of Shares and price per Share subject to outstanding Options as shall be equitable to prevent dilution or enlargement of rights under such Options, and the determination of the Board of Directors or the Committee, as the case may be, as to these matters shall be conclusive. Notwithstanding the foregoing, (i) each such adjustment with respect to an Incentive Option shall comply with the rules of Section 425(a) of the Code, and (ii) in no event shall any adjustment be made which would render any Incentive Option granted hereunder other than an incentive stock option for purposes of Section 422A of the Code.

In the event of a change in control of the Bank, all then outstanding Options shall immediately become exercisable. For purposes of the Plan, a “change in control” of the Bank occurs if:

(a) Any “person” (defined as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of the Bank representing twenty percent or more of the combined voting power of the Bank’s outstanding securities then entitled to vote for the election of directors; or

(b) A majority of the members of the Bank’s Board of Directors become individuals other than Continuing Directors. A “Continuing Director” means any original member and any later appointed or elected member of the Board of Directors specifically designated as a Continuing Director at a meeting of the Board of Directors at which a majority of the votes cast in favor of such person being designated a Continuing Director were cast by Continuing Directors; or

(d) The Board of Directors shall approve any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (a) or (b).

XIII. Right to Terminate Employment

The Plan shall not impose any obligation on the Bank or on any subsidiary of the Bank or parent of the Bank to continue the employment of any holder of an Option; and it shall not impose any obligation on the part of any holder of an Option to remain in the employ of the Bank or of any subsidiary of the Bank or parent of the Bank.

XIV. List of Shares and Related Matters

If at any time the Board of Directors shall determine in its discretion that the listing, registration or qualification of the Shares covered by the Plan upon any national securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of Shares under the Plan, no Shares shall be issued unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Board of Directors.

XV. Amendment of the Plan

The Board of Directors may, from time to time, amend the Plan, provided that no amendment shall be made, without the approval of the shareholders of the Bank, that will (i)

increase the total number of Shares reserved for Options under the Plan (other than an increase resulting from an adjustment provided for in Article XII), (ii) reduce the exercise price of any Incentive Option granted hereunder below the price required by Article VI, (iii) modify the provisions of the Plan relating to eligibility, or (iv) materially increase the benefits accruing to participants under the Plan. The Board of Directors or the Committee, as the case may be, shall be authorized to amend the Plan and the Options granted thereunder to permit the Incentive Options granted thereunder to qualify as incentive stock options within the meaning of Section 422A of the Code. The rights and obligations under any Option granted before amendment of the Plan or any unexercised portion of such Option shall not be adversely affected by amendment of the Plan or the Option without the consent of the holder of the Option.

XVI. Termination or Suspension of the Plan

The Board of Directors may at any time suspend or terminate the Plan. The Plan, unless sooner terminated under Article XIX or by action of the Board of Directors, shall terminate at the close of business on the Termination Date. An Option may not be granted while the Plan is suspended or after it is terminated. Rights and obligations under any Option granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except upon the consent of the person to whom the Option was granted. The power of the Board of Directors or the Committee, as the case may be, to construe and administer any Options granted prior to the termination or suspension of the Plan under Article III nevertheless shall continue after such termination or during such suspension.

XVII. Governing Law

The Plan, such Options as may be granted thereunder and all related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington.

XVIII. Partial Invalidity

The invalidity or illegality of any provision herein shall not be deemed to affect the validity of any other provision.

XIX. Effective Date

The Effective Date of the Plan shall be May 5, 1990, the date on which the Plan was adopted by the Board of Directors; provided, however, that if the Plan is not approved by a vote of the shareholders of the Bank at an annual meeting or any special meeting within twelve (12) months before or after the Effective Date, the Plan and any Options granted thereunder shall terminate.

Approved by the Shareholders on June 13, 1990.

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