REGISTRATION STATEMENT NO. 333-_____
Filed October 1, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERWEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1691216
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1259 West Pioneer Way
Oak Harbor, Washington 98277
(206) 679-4181
(Address of principal executive offices)
Central Bancorporation Director Stock Option Plan
Central Bancorporation 1992 Employee Stock Option Plan
(Full title of the Plan)
Stephen M. Walden Copies to:
President and Chief Eric S. Kracov, Esquire
Executive Officer Breyer & Aguggia
InterWest Bancorp, Inc. 1300 I Street, N.W.
1259 West Pioneer Way Suite 470 East
Oak Harbor, Washington 98277 Washington, D.C. 20005
(206) 679-4181 (202) 737-7900
Name, address and telephone
number of agent for service
Page 1 of 7 Pages
Index to Exhibits Appears on Page 4.
PAGE
<PAGE>
Calculation of Registration Fee
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
Common Stock,
$.20 par
value 136,539 $29.69(2) $4,053,843 $1,398
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of
1933, as amended, (the "Securities Act"), the price per share is
estimated to be $29.69, based upon the average of the high and low
trading prices of the common stock, $.20 par value per share ("Common
Stock") of Interwest Bancorp, Inc. (the "Registrant"), as reported on
the Nasdaq Stock Market on September 30, 1996.
(2) Of this number, 56,400 shares are being registered for issuance under
the Central Bancorporation Director Stock Option Plan and 80,139 shares
are being registered for issuance under the Central Bancorporation 1992
Employee Stock Option Plan (the foregoing plans are referred to
collectively herein as the "Plans"); together with an indeterminate
number of shares reserved for issuance pursuant to the Plans as a result
of any future stock split, stock dividend or similar adjustment of the
outstanding Common Stock.
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
-2-
PAGE
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission are incorporated in
this Registration Statement by reference:
(1) the Registrant's Annual Report on Form 10-K (File No. 0-26632)
for the year ended September 30, 1995, dated December 20, 1995 and amended
April 26, 1996;
(2) the Registrant's Registration Statement on Form S-4 (File No.
333-2452), dated March 15, 1996 and amended April 29, 1996; and
(3) The description of the Common Stock contained in the Registrant's
Joint Proxy Statement/Prospectus dated May 6, 1996 and filed as part of the
Registrant's Registration Statement on Form S-4 (File No. 333-2452), dated
March 15, 1996 and amended April 29, 1996.
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date of and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof commencing on the
respective dates on which such documents are filed.
Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 23B.08.510 of the Revised Code of Washington sets forth
circumstances under which a corporation may indemnify an individual.
Article IX of Registrant's Articles of Incorporation provides for
indemnification of the directors of the Registrant for monetary damages for
conduct as a director, except for liability of the director for acts or
omissions that involve: (i) intentional misconduct by the director; (ii) a
knowing violation of law by the director; (iii) conduct violating Section
23B.08.310 of the Revised Code of Washington; or (iv) any transaction from
which the director will personally receive a benefit in money, property or
services to which the director is not legally entitled.
-3-
PAGE
<PAGE>
Item 7. Exemption From Registration Claimed
Not Applicable
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8:
No. Exhibit
5 Opinion of Breyer & Aguggia
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Breyer & Aguggia (see Exhibit 5)
24 Power of attorney (see signature pages)
99.1 Central Bancorporation Director Stock Option Plan
99.2 Central Bancorporation 1992 Employee Stock Option
Plan
Item 9. Undertakings
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 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, and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change in such information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses 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
the Registration Statement.
2. That, for the purposes 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 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.
4. That, for the 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 that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
-4-
PAGE
<PAGE>
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer 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 liabilities (other than the payment by 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 questions whether such indemnification
by it is against public policy expressed in the Securities Act will and will
be governed by the final adjudication of such issue.
-5-
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
InterWest Bancorp, Inc. 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 Oak Harbor, and State
of Washington the 1st day of October 1996.
INTERWEST BANCORP, INC.
By: /s/ Stephen M. Walden
Stephen M. Walden
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Stephen M. Walden his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any
and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to
any and all amendments.
By:/s/ Stephen M. Walden Date: October 1, 1996
Stephen M. Walden
President and Chief Executive Officer
(Principal Executive Officer)
By:/s/ H. Glenn Mouw Date: October 1, 1996
H. Glenn Mouw
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
By:/s/ Carla Tucker Date: October 1, 1996
Carla Tucker
Vice President and Controller
(Principal Accounting Officer)
By:/s/ Barney R. Beeksma Date: October 1, 1996
Barney R. Beeksma
Director
-6-
PAGE
<PAGE>
By:/s/ Gary M. Bolyard Date: October 1, 1996
Gary M. Bolyard
Director
By:/s/ Larry Carlson Date: October 1, 1996
Larry Carlson
Director
By:/s/ Michael T. Crawford Date: October 1, 1996
Michael T. Crawford
Director
By:/s/ Jean Gorton Date: October 1, 1996
Jean Gorton
Director
By:/s/ Henry Koetje Date: October 1, 1996
Henry Koetje
Director
By:/s/ C. Stephen Lewis Date: October 1, 1996
C. Stephen Lewis
Director
By:/s/ Clark H. Mock Date: October 1, 1996
Clark H. Mock
Director
By:/s/ Russel E. Olson Date: October 1, 1996
Russel E. Olson
Director
By:/s/ Vern Sims Date: October 1, 1996
Vern Sims
Director
-7-
PAGE
<PAGE>
Exhibit 5
Opinion of Breyer & Aguggia
PAGE
<PAGE>
October 1, 1996
Board of Directors
InterWest Bancorp, Inc.
1259 West Pioneer Way
Oak Harbor, Washington 98277
Gentlemen:
We have acted as special counsel to InterWest Bancorp, Inc., a
Washington corporation (the "Corporation"), in connection with the
preparation and filing with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, of a Registration Statement on
Form S-8 (the "Registration Statement"), relating to the registration of up
to 136,539 shares of Corporation common stock, $.01 par value per share
("Common Stock"), to be issued pursuant to Central Bancorporation's Director
Stock Option Plan and Central Bancorporation's 1992 Employee Stock Option
Plan ("collectively the "Plans") upon the exercise of stock options ("Option
Rights"). The Registration Statement also registers an undeterminable number
of additional shares which may be necessary under the Plans to adjust the
number of shares reserved for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Corporation. We have been requested by the Corporation to furnish an opinion
to be included as an exhibit to the Registration Statement.
We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Corporation, the Plan, a specimen stock
certificate evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate for the purpose
of rendering this opinion. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed appropriate or relevant as a basis for the
opinion set forth below. In addition, we have assumed, without independent
verification, the genuineness of all signatures and the authenticity of all
documents furnished to us and the conformity in all respects of copies to
originals.
PAGE
<PAGE>
Board of Directors
October 1, 1996
Page 2
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plans will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the Option Rights; (ii) on the dates the Option
Rights are exercised, the Option Rights granted under the terms of the Plans
will constitute valid, legal and binding obligations of the Corporation and
will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable as to the
Corporation in accordance with their terms; (iii) no change occurs in
applicable law or the pertinent facts; and (iv) the provisions of "blue sky"
and other securities laws as may be applicable have been complied with to the
extent required.
Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, we are of the opinion as of the date hereof
that the shares of Common Stock to be issued pursuant to the Plans, when
issued and sold pursuant to and in accordance with the Registration Statement
and the Plans and upon receipt of the consideration required thereby, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Breyer & Aguggia
BREYER & AGUGGIA
PAGE
<PAGE>
Exhibit 23.1
Consent of Deloitte & Touche LLP
PAGE
<PAGE>
Deloitte &
Touche LLP
700 Fifth Avenue, Suite 4500 Telephone: (206) 292-1800
Seattle, Washington 98104-5044 Facsimile: (206) 343-7809
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Interwest Bancorp, Inc.
Oak Harbor, Washington
We consent to the incorporation by reference in this Registration Statement
of Interwest Bancorp, Inc. on Form S-8 of our report dated October 28, 1994,
for Interwest Savings Bank and subsidiaries, appearing in the Annual Report
on Form 10-K of Interwest Bancorp, Inc. for the year ended September 30,
1995.
/s/ Deloitte & Touche LLP
September 27, 1996
PAGE
<PAGE>
Exhibit 23.2
Consent of Ernst & Young LLP
PAGE
<PAGE>
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated October 1, 1996 pertaining to the Central Bancorporation
Director Stock Option Plan and Central Bancorporation 1992 Employee Stock
Option Plan of our report dated October 13, 1995 with respect to the
consolidated financial statements of InterWest Bancorp, Inc. incorporated by
reference in its Annual Report on Form 10-K for the year ended September 30,
1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Seattle, Washington
September 27, 1996
PAGE
<PAGE>
Exhibit 23.3
Consent of Breyer & Aguggia (see Exhibit 5)
PAGE
<PAGE>
Exhibit 24
Power of Attorney (see signature page)
PAGE
<PAGE>
Exhibit 99.1
Central Bancorporation Director Stock Option Plan
PAGE
<PAGE>
CENTRAL BANCORPORATION
DIRECTOR STOCK OPTION PLAN
1. Purpose of the Plan. The purpose of this Plan is to provide
additional incentives to directors of Central Bancorporation (and its
subsidiaries), thereby helping to attract and retain the best available
personnel for positions as directors of those corporations and otherwise
promoting the success of the business activities of such corporations. It is
intended that Options issued pursuant to this Plan shall constitute
nonqualified stock options.
2. Definitions. As used herein, the following definitions shall
apply:
(a) "Board" shall mean the Board of Directors of Central
Bancorporation.
(b) "Common Stock" shall mean Bancorp's common stock, par value
$1.67 per share.
(c) "Committee" shall mean the Board or the Committee appointed
by the Board in accordance with Section 4(a) of the Plan.
(d) "Continuous Status as a Director" shall mean the absence of
any interruption or termination of service as a Director.
(e) "Director" shall mean any person serving as a member of the
Board of Bancorp or its subsidiaries.
(f) "Bancorp" shall mean Central Bancorporation, a Washington
corporation.
(g) "Option" shall mean a stock option granted pursuant to the
Plan, which shall constitute a Nonqualified Stock Option.
(h) "Optioned Stock" shall mean the Common Stock subject to an
Option.
(i) "Optionee" shall mean a Director who receives an Option.
(j) "Plan" shall mean this Director Stock Option Plan.
(k) "Parent" shall mean any corporation owning at least eighty
percent (80%) of the total voting power of the issued and outstanding
stock of Bancorp, and eighty percent (80%) of the total value of the
issued and outstanding stock of Bancorp.
1
PAGE
<PAGE>
(l) "Subsidiary" shall mean any bank or other corporation of
which not less than 50% of the voting shares are held by Bancorp or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by Bancorp or a Subsidiary.
3. Stock Subject to Options.
(a) Number of Shares Reserved. The maximum number of shares
which may be optioned and sold pursuant to the Plan shall be 60,000
shares of the Common Stock of Bancorp (subject to adjustment as
provided in subparagraph 6(i) of the Plan). During the term of this
Plan, Bancorp will at all times reserve and keep available a
sufficient number of shares of its Common Stock to satisfy the
requirements of the Plan.
(b) 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 shall again become available for other Options.
4. Administration of the Plan.
(a) The Committee. The Plan shall be administered by the Board
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 three Board members. All references in the
Plan to the "Committee" shall refer to such separate Committee, if any
is established, or if none is then in existence, shall refer to the
Board as a whole. Once appointed, any such Committee shall 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 thereof, remove members (with or without cause), appoint new
members in substitution therefor, and fill vacancies however caused.
The Committee shall select one of its members as chairman, and shall
hold meetings at such times and places as the chairman or a majority
of the Committee may determine.
Members of the Committee who are either eligible for Options or
who have been granted Options shall be counted for all purposes in
determining the existence of a quorum at any meetings of the Committee
and shall be eligible to vote on all matters before the Committee
respecting the granting of Options or administration of the Plan.
At least annually, the Committee shall 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 or dates of Options granted, the number of shares optioned, and
the Option price per share.
At all times, the Board shall have the power to remove
2
PAGE
<PAGE>
all members of the Committee and thereafter to directly administer the
Plan as a Committee of the whole.
(b) Powers of the Committee. Subject to all provisions and
limitations of the Plan, the Committee shall have the authority and
discretion:
(1) to determine the Directors to whom Options are to be
granted, the times of grant, and the number of shares to be
represented by each Option;
(2) to determine the Option price for the shares of Common
Stock to be issued pursuant to each Option, subject to the
provisions of subparagraph 6(b) of the Plan;
(3) to determine all other terms and conditions of each
Option granted under the Plan (including specifying the dates
upon which Options become exercisable), which need not be
identical;
(4) to modify or amend the terms of any Option previously
granted, or to grant substitute Options, subject to the
provisions of subparagraphs 6(l) and 6(m) of the Plan;
(5) to interpret the Plan;
(6) 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 effectuate the
grant of Options by the Committee;
(7) to make all other determinations and take all other
actions which the Committee deems necessary or appropriate to
administer the Plan in accordance with its terms and conditions.
All actions of the Committee shall be either by (i) 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 thereof.
All decisions, determinations and interpretations of the Committee
shall be final and binding upon 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 shall be liable for any action or
determination made in good faith with respect to the Plan or any Option.
3
PAGE
<PAGE>
5. Eligibility. Options may be granted only to Directors.
Granting of Options pursuant to the Plan shall be entirely
discretionary with the Committee, and the adoption of this Plan shall not
confer upon any Director any right to receive any Option or Options pursuant
to the Plan unless and until said Options are granted by the Committee, in
its sole discretion. Neither the adoption of the Plan nor the granting of
any Options pursuant to the Plan shall confer upon any Director or Optionee
any right with respect to continuation of status as a Director, nor shall the
same interfere in any way with his right or with the right of the
shareholders of Bancorp or any Subsidiary to terminate his status as a
Director at any time.
6. Terms and Conditions of Options. All Options granted pursuant to
the Plan must be authorized by the Committee, and must be documented in
written agreements in such form as the Committee shall from time to time
approve, which agreements shall comply with and be subject to all of the
following terms and conditions:
(a) Number of Shares. Each Option agreement shall 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.
(b) Option Price and Consideration. The Option price for the
shares of Common Stock to be issued pursuant to the Option shall be
such price, not less than the greater of net book value or fair market
value, as is determined by the Committee.
The Option 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
Bancorp, services, or other property.
(c) Term of Option. Subject to other applicable provisions of
the Plan including but not limited to Section 6(e) herein, the term of
each Option shall be determined by the Committee in its discretion.
(d) Manner of Exercise; Rights as Shareholder. An Option shall
be deemed to be exercised when written notice of exercise has been
given to Bancorp 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.
(e) Death of Optionee. In the event of the death of an Optionee
who at the time of his death was a Director and who had been in
Continuous Status as an Director since the date of grant of the
Option, the Option shall 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
4
PAGE
<PAGE>
agreement, except that if the expiration date should occur
during the 90-day period immediately following the Optionee's death,
such Option shall terminate at the end of such 90-day period. The
Option shall 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.
(f) 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 status as a Director, his Option
shall terminate on the earlier of (i) one year after the date of
termination of his status as a Director, or (ii) the expiration date
otherwise provided in his Option agreement.
(g) Termination of Status as a Director.
(1) If an Optionee's status as a Director is terminated at
any time after the grant of his Option for any reason other than
death or disability, as provided in subparagraphs (e) and (f)
above, and excepting if the Director is removed for cause, as
provided in (2) below, his Option shall terminate on the earlier
of (i) the same day of the third month after the date of
termination of his status as a Director, or (ii) the expiration
date otherwise provided in his Option agreement.
(2) If an Optionee is removed as a Director for cause at
any time after the grant of his Option, then his Option shall
terminate on the date of termination of his status as an
Director. For this purpose, cause shall be deemed to exist only
if the Board has reasonable grounds to believe that Bancorp has
suffered or will suffer substantial injury as a result of the
gross negligence or dishonesty of the Director whose removal is
proposed.
(h) Non-transferability of Options. No Option granted pursuant
to the Plan 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.
(i) Adjustments Upon Changes in Capitalization. Subject to any
required action by the shareholders of Bancorp, 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 price per share of Common Stock specified in each outstanding
Option, shall be proportionately adjusted for any increase or decrease
in the
5
PAGE
<PAGE>
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 Bancorp; provided, however, that
conversion of any convertible securities of Bancorp shall not be
deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive.
Except as otherwise expressly provided in this subparagraph 6(i),
no Optionee shall 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. Except as otherwise expressly
provided in this subparagraph 6(i), any issue by Bancorp of shares of
stock of any class, or securities convertible into shares of stock of
any class, shall not affect the number of shares or price of Common
Stock subject to any Options, and no adjustments in Options shall be
made by reason thereof. The grant of an Option pursuant to the Plan
shall not affect in any way the right or power of Bancorp to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure.
(j) Date of Grant of Option. The date of grant of an Option
shall, for all purposes, be the date on which the Committee makes the
determination granting such Option. Said date of grant shall be
specified in the Option agreement.
(k) Conditions Upon Issuance of Shares. Shares of Common Stock
shall not be issued with respect to an Option granted under the Plan
unless the exercise of such Option and the issuance and delivery of
such shares pursuant thereto shall comply with all applicable
provisions of law, including, applicable federal and state securities
laws.
As a condition to the exercise of an Option, Bancorp 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 Bancorp, such a
representation is required by any of the aforementioned relevant
provisions of law.
(l) Merger, Sale of Assets, Etc. In the event of the merger or
reorganization of Bancorp with or into any other corporation, or in
the event of a proposed sale of substantially all of the assets of
Bancorp, or in the event of a proposed dissolution or liquidation of
Bancorp (collectively, "sale transaction"): (1) all outstanding
Options that are not then fully exercisable shall become
6
PAGE
<PAGE>
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 shall 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 shall have the right to exercise his
Option prior to said termination date.
(m) Substitute Stock Options. In connection with the
acquisition or proposed acquisition by Bancorp or any Subsidiary,
whether by merger, acquisition of stock or assets, or other
reorganization transaction, of a business any directors of which have
been granted stock options, the Committee is authorized to issue, in
substitution of any such unexercised stock option, a new Option under
this Plan which confers upon the Optionee substantially the same
benefits as the old option.
(n) Tax Compliance. Bancorp, in its sole discretion, may take
any 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 Bank 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 Bank under applicable tax laws.
Withholding or reporting shall be considered required for purposes of
this subparagraph if any tax deduction or other favorable tax
treatment available to Bank is conditioned upon such reporting or
withholding.
(o) Other Provisions. Option agreements executed pursuant to
the Plan may contain such other provisions as the Committee shall deem
advisable.
7. Term of the Plan. The Plan shall become effective on the date of
shareholder approval of the Plan as provided in paragraph 9 of the Plan.
Unless sooner terminated as provided in subparagraph 8(a) of the Plan, the
Plan shall terminate on the tenth anniversary of its effective date. Options
may be granted at any time after the effective date and prior to the date of
termination of the Plan.
7
PAGE
<PAGE>
8. Amendment or Early Termination of the Plan.
(a) Amendment or Early Termination. The Board may terminate the
Plan at any time. The Board may amend the 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 such revision or
amendment shall increase the number of shares of Common Stock subject
to the Plan other than in connection with an adjustment under
subparagraph 6(i) of the Plan.
(b) Effect of Amendment or Termination. No amendment or
termination of the Plan shall affect Options granted prior to such
amendment or termination, and all such Options shall remain in full
force and effect notwithstanding such amendment or termination.
9. Shareholder Approval. Effectiveness of the Plan shall be subject
to approval of the Plan by affirmative vote of the share- holders of Bancorp
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 Central Bancorporation on __________, 199_, and by
its shareholders on _____________, 1994.
______________________________
Secretary
8
PAGE
<PAGE>
Exhibit 99.2
Central Bancorporation 1992 Employee Stock Option Plan<PAGE>
CENTRAL BANCORPORATION
1992 EMPLOYEE STOCK OPTION PLAN
1. Purpose of the Plan. The purpose of this Plan is to provide
additional incentives to key employees of Central Bancorporation and any of
its current or future Subsidiaries, thereby helping to attract and retain the
best available personnel for positions of responsibility with those
corporations and otherwise promoting the success of the business activities of
such corporations. It is intended that Options issued pursuant to this Plan
shall constitute either "incentive stock options" within the meaning of
Section 422A of the Internal Revenue Code or nonqualified stock options.
2. Definitions. As used herein, the following definitions
shall apply:
(a) "Board" shall mean the Board of Directors of the Employer.
(b) "Common Stock" shall mean the Employer's common stock, par
value $1.67 per share.
(c) "Committee" shall mean the Board or the Committee appointed by
the Board in accordance with Section 4(a) of the Plan.
(d) "Continuous Status as an Employee" shall mean 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.
(e) "Employee" shall mean any person employed by the Employer or
any Parent or Subsidiary of the Employer which acquired by the Employer.
(f) "Employer" shall mean Central Bancorporation, a Washington
corporation.
(g) "Option" shall mean a stock option granted pursuant to the
Plan. Options shall include both Incentive Stock Options under Section
422A of the Internal Revenue Code and Nonqualified Stock Options.
(h) "Optioned Stock" shall mean the Common Stock subject to an
Option.
(i) "Optionee" shall mean an Employee who receives an Option.
(j) "Plan" shall mean this Employee Stock Option Plan.
1
PAGE
<PAGE>
(k) "Parent" shall mean any corporation having a relationship with
the Employer as described in Section 425(e) of the Internal Revenue Code.
(l) "Shareholder-Employee" shall mean an Employee who owns stock
representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Employer or of any Parent or
Subsidiary. For this purpose, the attribution of stock ownership rules
provided in Section 425(d) of the Internal Revenue Code shall apply.
(m) "Subsidiary" shall mean any bank or other corporation of which
not less than 50% of the voting shares are held by the Employer or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Employer or a Subsidiary.
3. Stock Subject to Options.
(a) Number of Shares Reserved. The maximum number of shares which
may be optioned and sold pursuant to the Plan shall be 60,000 shares of
the Common Stock of the Employer (subject to adjustment as provided in
subparagraph 6(i) of the Plan). During the term of this Plan, the
Employer will at all times reserve and keep available a sufficient number
of shares of its Common Stock to satisfy the requirements of the Plan.
(b) 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 shall again become available for other Options.
4. Administration of the Plan.
(a) The Committee. The Plan shall be administered by the Board
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 three Board members. All references in the Plan
to the "Committee" shall refer to such separate Committee, if any is
established, or if none is then in existence, shall refer to the Board as
a whole. Once appointed, any such Committee shall 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
thereof, remove members (with or without cause), appoint new members in
substitution therefor, and fill vacancies however caused. The Committee
shall select one of its members as chairman, and shall hold meetings at
such times and places as the chairman or a majority of the Committee may
determine.
2
PAGE
<PAGE>
At all times, a majority of the members of the Committee shall
consist of members of the Board who are not eligible to receive Options
under the Plan. Members of the Committee who are either eligible for
Options or who have been granted Options shall be counted for all
purposes in determining the existence of a quorum at any meetings of the
Committee and shall be eligible to vote on all matters before the
Committee respecting the granting of Options or administration of the
Plan, except only that no such members shall vote or otherwise act upon
the grant or the modification of the terms of any Option granted or to be
granted to himself.
At least annually, the Committee shall present a written report to
the Board indicating the Employees to whom Options have been granted
since the date of the last such report, and in each case the date or
dates of Options granted, the number of shares optioned, and the Option
price per share.
At all times, the Board shall have the power to remove all members
of the Committee and thereafter to directly administer the Plan as a
Committee of the whole.
(b) Powers of the Committee. Subject to all provisions and
limitations of the Plan, the Committee shall have the authority and
discretion:
(1) to determine the Employees to whom Options are to be
granted, the times of grant, and the number of shares to be
represented by each Option;
(2) to determine the Option price for the shares of Common
Stock to be issued pursuant to each Option, subject to the
provisions of subparagraph 6(b) of the Plan in the case of Incentive
Stock Options;
(3) to determine all other terms and conditions of each Option
granted under the Plan (including specifying the dates upon which
Options become exercisable), which need not be identical;
(4) to modify or amend the terms of any Option previously
granted, or to grant substitute Options, subject to the provisions
of subparagraphs 6(l) and 6(m) of the Plan;
(5) to interpret the Plan;
(6) 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 effectuate the grant of
Options by the Committee;
3
PAGE
<PAGE>
(7) to make all other determinations and take all other
actions which the Committee deems necessary or appropriate to
administer the Plan in accordance with its terms and conditions.
All actions of the Committee shall be either by (i) 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 thereof.
All decisions, determinations and interpretations of the Committee shall
be final and binding upon 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 shall be liable for any action or determination made
in good faith with respect to the Plan or any Option.
5. Eligibility. Options may be granted only to Employees whom the
Committee, in its discretion, determines to be key Employees.
Granting of Options pursuant to the Plan shall be entirely discretionary
with the Committee, and the adoption of this Plan shall not confer upon any
Employee any right to receive any Option or Options pursuant to the Plan
unless and until said Options are granted by the Committee, in its sole
discretion. Neither the adoption of the Plan nor the granting of any Options
pursuant to the Plan shall confer upon any Employee or Optionee any right with
respect to continuation of employment, nor shall the same interfere in any way
with his right or with the right of the Employer or any Subsidiary to
terminate his employment at any time.
6. Terms and Conditions of Options. All Options granted pursuant to
the Plan must be authorized by the Committee, and must be documented in
written agreements in such form as the Committee shall from time to time
approve, which agreements shall comply with and be subject to all of the
following terms and conditions:
(a) Number of Shares; Annual Limitation. Each Option agreement
shall state whether the Option is 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 a single eligible Employee at any
time and from time to time, except that, in the case of Incentive Stock
Options, the aggregate fair market value (determined as of the time each
Option is granted) of all shares of Common Stock with respect to which
Incentive Stock Options become exercisable for the first time by such
Employee in any one calendar year (under all incentive stock option plans
of the Employer, its Parent and all of its subsidiaries taken together)
shall not exceed $100,000.
4
PAGE
<PAGE>
(b) Option Price and Consideration. The Option price for the
shares of Common Stock to be issued pursuant to the Option shall be such
price, not less than the par value, as is determined by the Committee,
but, in the case of Incentive Stock Options, shall in no event be less
than the fair market value of the Common Stock on the date of grant of
the Incentive Stock Option.
In the case of an Incentive Stock Option granted to an Employee who,
immediately before the grant of such Incentive Stock Option, is a
Shareholder-Employee, the Incentive Stock Option price shall be at least
110% of the fair market value of the Common Stock on the date of grant of
the Incentive Stock Option.
The fair market value shall be determined by the Committee in its
discretion; provided, however, that in the event that there is a public
market for the Common Stock, the fair market value shall be the mean of
the bid and asked prices of the Common Stock as of the date of grant as
reported on the National Association of Securities Dealers Automatic
Quotation System (NASDAQ), or, in the event the Common Stock is listed on
a stock exchange, the fair market value shall be the closing price on the
exchange as of the date of grant of the Option.
The Option 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 the
Employer, services, or other property.
(c) Term of Option. No Incentive Stock Option granted pursuant to
the Plan shall in any event be exercisable after the expiration of ten
(10) years from the date such Option is granted, except that the term of
an Incentive Stock Option granted to an Employee who, immediately before
such Incentive Stock Option is granted, is a Shareholder-Employee shall
be for not more than five (5) years from the date of grant thereof.
Subject to the foregoing and other applicable provisions of the Plan
including but not limited to Section 6(e) herein, the term of each Option
shall be determined by the Committee in its discretion.
(d) Manner of Exercise; Rights as Shareholder. An Option shall be
deemed to be exercised when written notice of exercise has been given to
the Employer 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.
(e) Death of Optionee. In the event of the death of an Optionee
who at the time of his death was an Employee and who had been in
Continuous Status as an Employee since the date of
5
PAGE
<PAGE>
grant of the Option,the Option shall 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 of a Nonqualified Stock Option should occur during the
90-day period immediately following the Optionee's death, such Option
shall terminate at the end of such 90-day period. The Option shall 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.
(f) 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 Internal
Revenue 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 status as an Employee, his Incentive Stock Option
shall terminate on the earlier of (i) one year after the date of
termination of his status as an Employee, or (ii) the expiration date
otherwise provided in his Option agreement.
(g) Termination of Status as an Employee.
(1) If an Optionee's status as an Employee is terminated at
any time after the grant of his Option for any reason other than
death or disability, as provided in subparagraphs (e) and (f) above,
and not by reason of fraud or willful misconduct, as provided in (2)
below, his Option shall terminate on the earlier of (i) the same day
of the third month after the date of termination of his status as an
Employee, or (ii) the expiration date otherwise provided in his
Option agreement.
(2) If an Optionee's status as an Employee is terminated at
any time after the grant of his Option by reason of fraud or willful
misconduct, then his Option shall terminate on the date of
termination of his status as an Employee.
(h) Non-transferability of Options. No Option granted pursuant to
the Plan 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.
(i) Adjustments Upon Changes in Capitalization. Subject to any
required action by the shareholders of the Employer, 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 price
per share of Common Stock specified in each outstanding Option,
6
PAGE
<PAGE>
shall 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 the Employer; provided, however, that conversion of any
convertible securities of the Employer shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be
made by the Committee, whose determination in that respect shall be
final, binding and conclusive.
No Incentive Stock Option shall be adjusted by the Committee
pursuant to this subparagraph 6(i) in a manner which causes the Option to
fail to continue to qualify as an incentive stock option within the
meaning of Section 422A of the Internal Revenue Code.
Except as otherwise expressly provided in this subparagraph 6(i), no
Optionee shall 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. Except as otherwise expressly provided
in this subparagraph 6(i), any issue by the Employer of shares of stock
of any class, or securities convertible into shares of stock of any
class, shall not affect the number of shares or price of Common Stock
subject to any Options, and no adjustments in Options shall be made by
reason thereof. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Employer to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure.
(j) Date of Grant of Option. The date of grant of an Option shall,
for all purposes, be the date on which the Committee makes the
determination granting such Option. Said date of grant shall be specified
in the Option agreement.
(k) Conditions Upon Issuance of Shares. Shares of Common Stock
shall not be issued with respect to an Option granted under the Plan
unless the exercise of such Option and the issuance and delivery of such
shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Common Stock may then be listed, and shall be
further subject to the approval of counsel for the Employer with respect
to such compliance.
As a condition to the exercise of an Option, the Employer may
require the person exercising such Option to represent and warrant at the
time of exercise that the shares of Common
7
PAGE
<PAGE>
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 the Employer, such a representation is required by any of the
aforementioned relevant provisions of law.
(l) Merger, Sale of Assets, Etc. In the event of the merger or
reorganization of the Employer with or into any other corporation, or in
the event of a proposed sale of substantially all of the assets of the
Employer, or in the event of a proposed dissolution or liquidation of
the Employer (collectively, "sale transaction"): (1) all outstanding
Options that are not then fully exercisable shall 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 shall 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 shall
have the right to exercise his Option prior to said termination date.
(m) Substitute Stock Options. In connection with the acquisition
or proposed acquisition by the Employer or any Subsidiary, whether by
merger, acquisition of stock or assets, or other reorganization
transaction, of a business any employees of which have been granted
incentive stock options, the Committee is authorized to issue, in
substitution of any such unexercised stock option, a new Option under
this Plan which confers upon the Optionee substantially the same
benefits as the old option; provided, however, that the issuance of any
new Option for an old incentive stock option shall satisfy the
requirements of Section 425(a) of the Internal Revenue Code.
(n) Tax Compliance. The Employer, in its sole discretion, may take
any 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
Employer 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 Employer under applicable tax laws. Withholding or
reporting shall be considered required for purposes of this subparagraph
if any tax deduction or other favorable tax treatment available to
Employer is conditioned upon such reporting or withholding.
8
PAGE
<PAGE>
(o) Other Provisions. Option agreements executed pursuant to the
Plan may contain such other provisions as the Committee shall deem
advisable, provided in the case of Incentive Stock Options that the
provisions are not inconsistent with the provisions of Section 422A(b)
of the Internal Revenue Code or with any of the other terms and
conditions of this Plan.
7. Term of the Plan. The Plan shall become effective on the earlier of
(a) the date of adoption of the Plan by the Board; or (b) the date of
shareholder approval of the Plan as provided in paragraph 9 of the Plan.
Unless sooner terminated as provided in subparagraph 8(a) of the Plan, the
Plan shall terminate on the tenth anniversary of its effective date. Options
may be granted at any time after the effective date and prior to the date of
termination of the Plan.
8. Amendment or Early Termination of the Plan.
(a) Amendment or Early Termination. The Board may terminate the
Plan at any time. subject to the prior approval of the Washington
Supervisor of Banking, the Board may amend the Plan at any time and from
time to time in such respects as the Board may deem advisable, except
that, without approval of the holders of a majority of the outstanding
shares of the Common Stock, no such revision or amendment shall:
(1) increase the number of shares of Common Stock subject to
the Plan other than in connection with an adjustment under
subparagraph 6(i) of the Plan; or
(2) change the designation of the class of Employees eligible
to be granted Options, as provided in paragraph 5 of the Plan.
(b) Effect of Amendment or Termination. No amendment or
termination of the Plan shall affect Options granted prior to such
amendment or termination, and all such Options shall remain in full force
and effect notwithstanding such amendment or termination.
9. Shareholder Approval. Continuance of the Plan shall be subject to
approval of the Plan by affirmative vote of the holders of a majority of the
outstanding shares of Common Stock of the Employer at a duly convened meeting
of the shareholders of the Employer, which approval must occur within twelve
(12) months before or after the date of adoption of the Plan by the Board.
9
<PAGE>
