Exhibit
10.2
WASHINGTON
TRUST BANCORP, INC.
2003
STOCK INCENTIVE PLAN
RESTRICTED
STOCK UNITS CERTIFICATE
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Name
of Grantee:
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Number
of Units:
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Grant
Date:
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Vesting
Date:
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Washington
Trust Bancorp, Inc. (the “Company”) has selected you to receive the grant of
restricted stock units identified above, subject to the provisions of its 2003
Stock Incentive Plan (the “Plan”) and the Statement of Terms and Conditions.
Acceptance of this grant requires no action on your part. However, if you desire
to refuse this grant, you must notify the Company promptly.
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WASHINGTON
TRUST BANCORP, INC
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By:
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Title:
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STATEMENT
OF TERMS AND CONDITIONS
1.
Preamble.
This
Statement contains the terms and conditions of an award of restricted stock
units of the Company (the “Restricted Units”) made to the Grantee identified on
the attached Certificate pursuant to the Plan. Any consideration due to the
Company on the issuance of the Restricted Units has been deemed to be satisfied
by past services rendered by the Recipient to the Company. For purposes of
this
Statement, the defined terms used herein and not otherwise defined shall have
the meaning set forth in the Plan.
2.
Restrictions
on Transfer.
The
Restricted Units shall not be sold, transferred, pledged, assigned or otherwise
encumbered or disposed of, until and unless the Restricted Units shall have
vested as provided in Section 3 of this Statement and a certificate has been
issued pursuant to Section 6 of this Statement.
3.
Vesting.
The
term
“vest” as used in this Statement means the lapsing of the restrictions that are
described in this Statement with respect to the Restricted Units. The Restricted
Units shall vest in accordance with the schedule set forth on the Certificate,
provided in each case that the Grantee is then, and since the Grant Date has
continuously been, employed by the Company or its Subsidiaries. Notwithstanding
the foregoing, the Grantee shall become vested in the Restricted Units prior
to
the vesting date set forth on the Certificate in the following
circumstances:
(a)
In
the event of a Change in Control of the Company (as defined in the Company’s
2003 Stock Incentive Plan), all Restricted Units that have not previously been
forfeited shall immediately vest; provided that the Grantee is then employed
by
the Company or its Subsidiaries.
(b)
In
the event of the Grantee’s death, all Restricted Units that have not previously
been forfeited shall immediately vest; provided that the Grantee was employed
by
the Company or its Subsidiaries immediately prior to the date of death.
(c)
Upon
the Retirement of the Grantee prior to the Vesting Date, the Grantee shall
vest
in a number of his Restricted Units determined by multiplying the number of
Restricted Units credited to the Grantee by a fraction, the numerator of which
shall be the number of full months from the Grant Date to the date of the
Grantee’s Retirement and the denominator of which shall be
________.
4.
Forfeiture.
In
the
event the Company terminates the Grantee’s employment or the Grantee terminates
his employment on his own initiative prior to the Vesting Date, all Restricted
Units that have not previously been forfeited on such date shall be immediately
forfeited to the Company.
5.
Dividend Equivalents.
(a)
In
the case of a dividend payable on shares of Common Stock (“Shares”) in the form
of cash, the Company shall provide Grantee with additional compensation in
an
amount equal to the aggregate number of Restricted Units credited to the Grantee
as of the record date of the dividend multiplied by the cash dividend per share
amount.
(b)
In
the case of a dividend paid on Shares in the form of Shares, including without
limitation a distribution of Shares by reason of a stock dividend, stock split
or otherwise, the number of Restricted Units credited to the Grantee shall
be
increased by a number equal to the product of (i) the aggregate number of
Restricted Units that have been awarded to the Recipient through the related
dividend record date, and (ii) the number of Shares (including any fraction
thereof) payable as dividend on one Share. Any additional Restricted Units
shall
be subject to the restrictions of this Statement in the same manner and for
so
long as the Restricted Units remain subject to such restrictions, and shall
be
promptly forfeited to the Company if and when the Restricted Units are so
forfeited.
6.
Issuance
of Shares.
(a)
As
soon as practicable following the Grantee’s vesting in the Restricted Units, the
Company shall issue to the Grantee a certificate representing the number of
Shares equal to the aggregate number of Restricted Units credited to the Grantee
on such date in full satisfaction of such Restricted Units. The issuance of
certificates may be made in book entry form.
(b)
In
each instance above, the issuance of Shares to the Grantee shall be subject
to
the payment by the Grantee by cash or other means acceptable to the Company
of
any federal, state, local and other applicable taxes required to be withheld
in
connection with such issuance in accordance with Section 7 of this Statement.
The Grantee understands that once Shares have been delivered to the Grantee
in
respect of the Restricted Units, the Grantee will be free to sell such Shares,
subject to applicable requirements of federal and state securities laws.
Immediately after the issuance of Shares, this Statement shall terminate and
be
of no further force or effect.
7.
Tax
Withholding.
The
Grantee expressly acknowledges that the issuance of Shares to him pursuant
to
the provisions of Section 6 will give rise to “wages” subject to withholding.
The Grantee expressly acknowledges and agrees that the Grantee’s rights
hereunder are subject to the Grantee’s paying to the Company in cash or by
having the Company hold back from the Shares to be delivered, Shares having
a
Fair Market Value calculated to satisfy the minimum withholding requirement
of
all federal, state, local and any other applicable taxes required to be withheld
in connection with such award or vesting.
8.
Defined
Terms.
For
purposes of this Statement, “Retirement” shall mean the Grantee’s termination of
employment with the Company or a Subsidiary with an election to commence
promptly receipt of benefits under The Washington Trust Company Pension
Plan.
9.
Administration.
The
Committee shall have the authority to manage and control the operation and
administration of this Statement. Any interpretation of the Statement by the
Committee and any decision made by the Committee with respect to the Statement
is final and binding.
10.
Amendment.
This
Statement may be amended only by written statement between the Grantee and
the
Company, without the consent of any other person.
Exhibit
10.3
WASHINGTON
TRUST BANCORP, INC.
2003
STOCK INCENTIVE PLAN
RESTRICTED
STOCK UNITS CERTIFICATE
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Name
of Grantee:
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Number
of Units:
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Grant
Date:
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Vesting
Date:
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Washington
Trust Bancorp, Inc. (the “Company”) has selected you to receive the grant of
restricted stock units identified above, subject to the provisions of its 2003
Stock Incentive Plan (the “Plan”) and the Statement of Terms and Conditions.
Acceptance of this grant requires no action on your part. However, if you desire
to refuse this grant, you must notify the Company promptly.
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WASHINGTON
TRUST BANCORP, INC
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By:
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Title:
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STATEMENT
OF TERMS AND CONDITIONS
1.
Preamble.
This
Statement contains the terms and conditions of an award of restricted stock
units of the Company (the “Restricted Units”) made to the Grantee identified on
the attached Certificate pursuant to the Plan. Any consideration due to the
Company on the issuance of the Restricted Units has been deemed to be satisfied
by past services rendered by the Recipient to the Company. For purposes of
this
Statement, the defined terms used herein and not otherwise defined shall have
the meaning set forth in the Plan.
2.
Restrictions
on Transfer.
The
Restricted Units shall not be sold, transferred, pledged, assigned or otherwise
encumbered or disposed of, until and unless the Restricted Units shall have
vested as provided in Section 3 of this Statement and a certificate has been
issued pursuant to Section 6 of this Statement.
3.
Vesting.
The
term
“vest” as used in this Statement means the lapsing of the restrictions that are
described in this Statement with respect to the Restricted Units. The Restricted
Units shall vest in accordance with the schedule set forth on the Certificate,
provided in each case that the Grantee is then, and since the Grant Date has
continuously been, an active member of the Board of Directors. Notwithstanding
the foregoing, the Grantee shall become vested in the Restricted Units prior
to
the vesting date set forth on the Certificate in the following
circumstances:
(a)
In
the event of a Change in Control of the Company (as defined in the Company’s
2003 Stock Incentive Plan), all Restricted Units that have not previously been
forfeited shall immediately vest; provided that the Grantee is then an active
member of the Board of Directors.
(b)
In
the event of the Grantee’s death, all Restricted Units that have not previously
been forfeited shall immediately vest; provided that the Grantee was an active
member of the Board of Directors immediately prior to the date of death.
(c)
Upon
the Retirement of the Grantee prior to the Vesting Date, all Restricted Units
that have not previously been forfeited shall immediately vest.
4.
Forfeiture.
In
the
event the Grantee ceases to be an active member of the Board of Directors for
any reason other than those provided in Section 3 of this Statement prior to
the
Vesting Date, all Restricted Units that have not previously been forfeited
on
such date shall be immediately forfeited to the Company.
5.
Dividend
Equivalents.
(a)
In
the case of a dividend payable on shares of Common Stock (“Shares”) in the form
of cash, the Company shall provide Grantee with an additional cash payment
in an
amount equal to the aggregate number of Restricted Units credited to the Grantee
as of the record date of the dividend multiplied by the cash dividend per share
amount.
(b)
In
the case of a dividend paid on Shares in the form of Shares, including without
limitation a distribution of Shares by reason of a stock dividend, stock split
or otherwise, the number of Restricted Units credited to the Grantee shall
be
increased by a number equal to the product of (i) the aggregate number of
Restricted Units that have been awarded to the Recipient through the related
dividend record date, and (ii) the number of Shares (including any fraction
thereof) payable as dividend on one Share. Any additional Restricted Units
shall
be subject to the restrictions of this Statement in the same manner and for
so
long as the Restricted Units remain subject to such restrictions, and shall
be
promptly forfeited to the Company if and when the Restricted Units are so
forfeited.
6.
Issuance
of Shares.
(a)
As
soon as practicable following the Grantee’s vesting in the Restricted Units, the
Company shall issue to the Grantee a certificate representing the number of
Shares equal to the aggregate number of Restricted Units credited to the Grantee
on such date in full satisfaction of such Restricted Units. The issuance of
certificates may be made in book entry form.
(b)
In
each instance above, the issuance of Shares to the Grantee shall be subject
to
the payment by the Grantee by cash or other means acceptable to the Company
of
any federal, state, local and other applicable taxes required to be withheld
in
connection with such issuance in accordance with Section 7 of this Statement.
The Grantee understands that once Shares have been delivered to the Grantee
in
respect of the Restricted Units, the Grantee will be free to sell such Shares,
subject to applicable requirements of federal and state securities laws.
Immediately after the issuance of Shares, this Statement shall terminate and
be
of no further force or effect.
7.
Tax
Withholding.
The
Grantee expressly acknowledges that the issuance of Shares to him pursuant
to
the provisions of Section 6 will result in taxable income which may be subject
to withholding. The Grantee expressly acknowledges and agrees that the Grantee’s
rights hereunder are subject to the Grantee’s paying to the Company in cash or
by having the Company hold back from the Shares to be delivered, Shares having
a
Fair Market Value calculated to satisfy the minimum withholding requirement
of
all federal, state, local and any other applicable taxes required to be withheld
in connection with such award or vesting.
8.
Defined
Terms.
For
purposes of this Statement, “Retirement” shall mean the Grantee’s cessation of
service as a Director as of the Annual Meeting date following the attainment
of
age 70.
9.
Administration.
The
Committee shall have the authority to manage and control the operation and
administration of this Statement. Any interpretation of the Statement by the
Committee and any decision made by the Committee with respect to the Statement
is final and binding.
10.
Amendment.
This
Statement may be amended only by written statement between the Grantee and
the
Company, without the consent of any other person.
Exhibit
10.4
WASHINGTON
TRUST BANCORP, INC.
2003
STOCK INCENTIVE PLAN
RESTRICTED
STOCK AGREEMENT
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Name
of Grantee:
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Employee
Name
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No.
of Shares:
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#
Granted
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Purchase
Price per Share:
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None
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Grant
Date:
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Pursuant
to the Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan (the “Plan”) as
amended through the date hereof, Washington Trust Bancorp, Inc. (the “Company”)
hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above.
Upon acceptance of this Award, the Grantee shall receive the number of shares
of
common stock, par value U.S. $0.0625 per share (the “Stock”) of the Company
specified above, subject to the restrictions and conditions set forth herein
and
in the Plan. Any consideration due to the Company on the issuance of the Award
will be satisfied by future services to be rendered to the Company by the
Grantee.
1.
Acceptance of Award
.
The
Grantee shall have no rights with respect to this Award unless he or she shall
have accepted this Award by signing and delivering to the Company a copy of
this
Award Agreement. Upon acceptance of this Award by the Grantee, the shares of
Restricted Stock so accepted shall be issued and held by the Company’s transfer
agent in book entry form or issued in the form of stock certificates, as
determined by the Company, and the Grantee’s name shall be entered as the
stockholder of record on the books of the Company. Thereupon, the Grantee shall
have all the rights of a shareholder with respect to such shares, including
voting and dividend rights, subject, however, to the restrictions and conditions
specified herein.
2.
Restrictions
and Conditions
.
(a)
Shares of Restricted Stock granted herein may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee
prior
to vesting.
(b)
If
the Grantee’s employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated for any reason prior to vesting of shares of Restricted
Stock granted herein, all shares of Restricted Stock that have not been vested
shall be forfeited and returned to the Company.
3.
Vesting
of Restricted Stock
.
The
restrictions and conditions in Paragraph 2 of this Agreement shall lapse on
the Vesting Date or Dates specified in the following schedule so long as the
Grantee remains an employee of the Company or Subsidiary on such Dates. If
a
series of Vesting Dates is specified, then the restrictions and conditions
in
Paragraph 2 shall lapse only with respect to the number of shares of
Restricted Stock specified as vested on such date.
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Number
of Shares Vested
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Vesting
Date
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Subsequent
to such Vesting Date or Dates, the shares of Stock on which all restrictions
and
conditions have lapsed shall no longer be deemed Restricted Stock.
Notwithstanding
the foregoing, the Grantee shall become vested in the shares of Restricted
Stock
prior to the Vesting Dates in the following circumstances:
(a)
In
the event of a Change in Control of the Company (as defined in the Company’s
2003 Stock Incentive Plan), all shares of Restricted Stock that have not
previously been forfeited shall immediately vest; provided that the Grantee
is
then employed by the Company or its Subsidiaries.
(b)
In
the event of the Grantee’s death, all shares of Restricted Stock that have not
previously been forfeited shall immediately vest; provided that the Grantee
was
employed by the Company or its Subsidiaries immediately prior to the date of
death.
(c)
Upon
the Retirement of the Grantee prior to the Vesting Date, the Grantee shall
vest
in a number of his shares of Restricted Stock determined by multiplying the
number of shares of Restricted Stock credited to the Grantee by a fraction,
the
numerator of which shall be the number of full months from the Grant Date to
the
date of the Grantee’s Retirement and the denominator of which shall be
___.
For
purposes hereof, “Retirement” shall mean the Grantee’s termination of employment
with the Company or a Subsidiary with an election to commence promptly receipt
of benefits under The Washington Trust Company Pension Plan.
4.
Certificates
.
(a)
Legended Certificates
.
The
Grantee is executing and delivering to the Company blank stock powers to be
used
in the event of forfeiture. Any certificates representing shares of unvested
Restricted Stock shall be held by the Company and such certificates (and, to
the
extent determined by the Company, any other evidence of ownership of unvested
Restricted Stock) shall contain the following legend:
THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE ISSUER’S
2003 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN
THE REGISTERED OWNER AND THE ISSUER. COPIES OF SUCH PLAN AND AGREEMENT ARE
ON
FILE IN THE OFFICES OF THE ISSUER.
(b)
Book Entry
.
If
unvested shares of Restricted Stock are held in book entry form, the Grantee
agrees that the Company may give stop transfer instructions to the transfer
agent to ensure compliance with the provisions of this Agreement.
(c)
Acknowledgement
.
The
Grantee hereby (i) acknowledges that the Restricted Stock may be held in the
book entry form on the books of the Company’s transfer agent and irrevocably
authorizes the Company to take such actions as may be necessary or appropriate
to effectuate a transfer of the record ownership of any such shares that are
unvested and forfeited hereunder; (ii) agrees to deliver to the Company, as
a
precondition to the issuance of any certificate or certificates with respect
to
unvested shares of Restricted Stock, one or more stock powers, endorsed in
blank, with respect to such shares; and (iii) agrees to sign other powers and
take such other action as the Company may reasonably request to accomplish
the
transfer or forfeiture of any shares of unvested Restricted Stock that are
forfeited hereunder.
5.
Dividends
.
Dividends on shares of Restricted Stock shall be paid currently to the
Grantee.
6.
Incorporation
of Plan
.
Notwithstanding
anything herein to the contrary, this Agreement shall be subject to and governed
by all the terms and conditions of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is
specified herein.
7.
Transferability
.
This
Agreement is personal to the Grantee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the
laws
of descent and distribution.
8.
Amendment
.
This
Agreement may only be modified or amended by a writing signed by both parties,
unless the Committee determines that the proposed modification or amendment
would not materially and adversely affect the Grantee, in which case the
Grantee’s consent shall not be required for such modification or
amendment.
9.
Tax
Withholding
.
The
Grantee shall, not later than the date as of which the receipt of this Award
becomes a taxable event for Federal income tax purposes, pay to the Company
or
make arrangements satisfactory to the Committee for payment of any Federal,
state, and local taxes required by law to be withheld on account of such taxable
event. The Grantee may elect to have such minimum tax withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Stock to be issued a number of shares of Stock with an aggregate
Fair
Market Value that would satisfy the withholding amount due.
10.
No
Obligation to Continue
Employment
.
Neither
the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Grantee in employment and neither the Plan nor
this Agreement shall interfere in any way with the right of the Company or
any
Subsidiary to terminate the employment of the Grantee at any time.
11.
Notices
.
Notices
hereunder shall be mailed or delivered to the Company at its principal place
of
business and shall be mailed or delivered to the Grantee at the address on
file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.
12.
Governing
Law
.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Rhode Island, applied without regard to conflict of law principles.
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WASHINGTON
TRUST BANCORP, INC.
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By:
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The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
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Date
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Employee
Name
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Employee
Address
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Exhibit
10.5
WASHINGTON
TRUST BANCORP, INC.
2003
STOCK INCENTIVE PLAN
RESTRICTED
STOCK AGREEMENT
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Name
of Grantee:
|
Director
Name
|
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No.
of Shares:
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#
Granted
|
|
Purchase
Price per Share:
|
None
|
|
Grant
Date:
|
|
Pursuant
to the Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan (the “Plan”) as
amended through the date hereof, Washington Trust Bancorp, Inc. (the “Company”)
hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above.
Upon acceptance of this Award, the Grantee shall receive the number of shares
of
common stock, par value U.S. $0.0625 per share (the “Stock”) of the Company
specified above, subject to the restrictions and conditions set forth herein
and
in the Plan. Any consideration due to the Company on the issuance of the Award
will be satisfied by future services to be rendered to the Company by the
Grantee.
1.
Acceptance of Award
.
The
Grantee shall have no rights with respect to this Award unless he or she shall
have accepted this Award by signing and delivering to the Company a copy of
this
Award Agreement. Upon acceptance of this Award by the Grantee, the shares of
Restricted Stock so accepted shall be issued and held by the Company’s transfer
agent in book entry form or issued in the form of stock certificates, as
determined by the Company, and the Grantee’s name shall be entered as the
stockholder of record on the books of the Company. Thereupon, the Grantee shall
have all the rights of a shareholder with respect to such shares, including
voting and dividend rights, subject, however, to the restrictions and conditions
specified herein.
2.
Restrictions
and Conditions
.
(a)
Shares of Restricted Stock granted herein may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee
prior
to vesting.
(b)
In
the event the Grantee ceases to be an active member of the Board of Directors
for any reason other than those provided in Section 3 of this Statement prior
to
the Vesting Date, all shares of Restricted Stock that have not been vested
shall
be forfeited and returned to the Company.
3.
Vesting
of Restricted Stock
.
The
restrictions and conditions in Paragraph 2 of this Agreement shall lapse on
the Vesting Date or Dates specified in the following schedule so long as the
Grantee remains an active member of the Board of Directors on such Dates. If
a
series of Vesting Dates is specified, then the restrictions and conditions
in
Paragraph 2 shall lapse only with respect to the number of shares of
Restricted Stock specified as vested on such date.
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Number
of Shares Vested
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Vesting
Date
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Subsequent
to such Vesting Date or Dates, the shares of Stock on which all restrictions
and
conditions have lapsed shall no longer be deemed Restricted Stock.
Notwithstanding
the foregoing, the Grantee shall become vested in the shares of Restricted
Stock
prior to the Vesting Dates in the following circumstances:
(a)
In
the event of a Change in Control of the Company (as defined in the Company’s
2003 Stock Incentive Plan), all shares of Restricted Stock that have not
previously been forfeited shall immediately vest; provided that the Grantee
is
then an active member of the Board of Directors.
(b)
In
the event of the Grantee’s death, all shares of Restricted Stock that have not
previously been forfeited shall immediately vest; provided that the Grantee
was
an active member of the Board of Directors immediately prior to the date of
death.
(c)
Upon
the Retirement of the Grantee prior to the Vesting Date, all shares of
Restricted Stock that have not been previously forfeited shall immediately
vest.
For
purposes hereof, “Retirement” shall mean the Grantee’s cessation of service as a
Director as of the Annual Meeting date following the attainment of age
70.
4.
Certificates
.
(a)
Legended Certificates
.
The
Grantee is executing and delivering to the Company blank stock powers to be
used
in the event of forfeiture. Any certificates representing shares of unvested
Restricted Stock shall be held by the Company and such certificates (and, to
the
extent determined by the Company, any other evidence of ownership of unvested
Restricted Stock) shall contain the following legend:
THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE ISSUER’S
2003 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN
THE REGISTERED OWNER AND THE ISSUER. COPIES OF SUCH PLAN AND AGREEMENT ARE
ON
FILE IN THE OFFICES OF THE ISSUER.
(b)
Book Entry
.
If
unvested shares of Restricted Stock are held in book entry form, the Grantee
agrees that the Company may give stop transfer instructions to the transfer
agent to ensure compliance with the provisions of this Agreement.
(c)
Acknowledgement
.
The
Grantee hereby (i) acknowledges that the Restricted Stock may be held in the
book entry form on the books of the Company’s transfer agent and irrevocably
authorizes the Company to take such actions as may be necessary or appropriate
to effectuate a transfer of the record ownership of any such shares that are
unvested and forfeited hereunder; (ii) agrees to deliver to the Company, as
a
precondition to the issuance of any certificate or certificates with respect
to
unvested shares of Restricted Stock, one or more stock powers, endorsed in
blank, with respect to such shares; and (iii) agrees to sign other powers and
take such other action as the Company may reasonably request to accomplish
the
transfer or forfeiture of any shares of unvested Restricted Stock that are
forfeited hereunder.
5.
Dividends
.
Dividends
on shares of Restricted Stock shall be paid currently to the
Grantee.
6.
Incorporation
of Plan
.
Notwithstanding anything herein to the contrary, this Agreement shall be subject
to and governed by all the terms and conditions of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a
different meaning is specified herein.
7.
Transferability
.
This
Agreement is personal to the Grantee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the
laws
of descent and distribution.
8.
Amendment
.
This
Agreement may only be modified or amended by a writing signed by both parties,
unless the Committee determines that the proposed modification or amendment
would not materially and adversely affect the Grantee, in which case the
Grantee’s consent shall not be required for such modification or
amendment.
9.
Tax
Withholding
.
The
Grantee shall, not later than the date as of which the receipt of this Award
becomes a taxable event for Federal income tax purposes, pay to the Company
or
make arrangements satisfactory to the Committee for payment of any Federal,
state, and local taxes required by law to be withheld on account of such taxable
event. The Grantee may elect to have such minimum tax withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Stock to be issued a number of shares of Stock with an aggregate
Fair
Market Value that would satisfy the withholding amount due.
10.
Notices
.
Notices
hereunder shall be mailed or delivered to the Company at its principal place
of
business and shall be mailed or delivered to the Grantee at the address on
file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.
11.
Governing
Law
.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Rhode Island, applied without regard to conflict of law principles.
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WASHINGTON
TRUST BANCORP, INC.
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By:
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The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
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Date
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Director
Name
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Director
Address
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