CALCULATION OF REGISTRATION FEE
|
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Title of securities
to be registered
|
Amount to be registered
|
Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
|
Amount of
registration fee
|
|||
Common stock,
$.01 par value per share
|
352,366 | (1) |
$10.61
(2)
|
$3,738,604
|
$435
|
||
(1)
Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Timberland Bancorp, Inc. 2014 Equity Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of the registrant.
(2)
Estimated in accordance with Rule 457(h) of the Securities Act of 1933, calculated on the basis of $10.61 per share, the average of the high and low sale prices per share of the registrant’s common stock on the Nasdaq Global Market on February 24, 2015.
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|
(a)
|
the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 (File No. 000-23333) filed with the Commission on December 11, 2014;
|
|
(b)
|
all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in Item 3(a) above; and
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|
(c)
|
the description of the Registrant’s common stock set forth in its Registration Statement on Form 8-A registering the Registrant’s common stock pursuant to Section 12(g) of the Securities Exchange Act, filed November 11, 1997, and all amendments thereto or reports filed for the purpose of updating such description.
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Exhibit
Number
|
Description of Document
|
|
4.1
|
Articles of Incorporation of the Registrant
(1)
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|
4.2
|
Amended and Restated Bylaws of the Registrant
(2)
|
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4.3
|
Form of Certificate of Common Stock of the Registrant
(1)
|
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Exhibit
Number
|
Description of Document
|
|
5
|
Opinion of Breyer & Associates PC
|
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10.1
|
Timberland Bancorp, Inc. 2014 Equity Incentive Plan
(3)
|
|
10.2
|
Form of Incentive Stock Option Award Agreement under the Timberland Bancorp, Inc. 2014 Equity Incentive Plan
|
|
10.3
|
Form of Non-Qualified Stock Option Award Agreement under the Timberland Bancorp, Inc. 2014 Equity Incentive Plan
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10.4
|
Form of Restricted Stock Award Agreement under the Timberland Bancorp, Inc. 2014 Equity Incentive Plan
|
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23.1
|
Consent of Delap LLP
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23.2
|
Consent of Breyer & Associates PC (contained in its opinion filed as Exhibit 5)
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24
|
Power of attorney (contained in the signature page of the Registration Statement)
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(1) |
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (333-35817).
|
(2) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed April 29, 2010.
|
(3) |
Filed as an exhibit to the Registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders held on January 27, 2015.
|
Item 9
.
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Undertakings
|
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(a)
|
The undersigned Registrant hereby undertakes:
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TIMBERLAND BANCORP, INC. | ||
By: | /s/ Michael R. Sand | |
Michael R. Sand
|
||
President and Chief Executive Officer
|
||
(Duly Authorized Representative)
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Signature
|
Title
|
Date
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/s/Michael R. Sand
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President, Chief Executive Officer and
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February 27, 2015
|
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Michael R. Sand
|
Director (Principal Executive Officer) | ||
/s/Jon C. Parker
|
Chairman of the Board
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February 27, 2015
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|
Jon C. Parker
|
|||
/s/Dean J. Brydon
|
Chief Financial Officer (Principal Financial
|
February 27, 2015
|
|
Dean J. Brydon
|
and Accounting Officer) | ||
/s/Andrea M. Clinton
|
Director
|
February 27, 2015
|
|
Andrea M. Clinton
|
|||
/s/Larry D. Goldberg
|
Director
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February 27, 2015
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Larry D. Goldberg
|
|||
/s/James C. Mason
|
Director
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February 27, 2015
|
|
James C. Mason
|
|||
/s/Ronald A. Robbel
|
Director
|
February 27, 2015
|
|
Ronald A. Robbel
|
|||
/s/David A. Smith
|
Director
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February 27, 2015
|
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David A. Smith
|
|||
/s/Michael J. Stoney
|
Director
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February 27, 2015
|
|
Michael J. Stoney
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Exhibit
Number
|
Description of Document
|
|
5
|
Opinion of Breyer & Associates PC
|
|
10.2
|
Form of Incentive Stock Option Award Agreement under the Timberland Bancorp, Inc. 2014 Equity Incentive Plan
|
|
10.3
|
Form of Non-Qualified Stock Option Award Agreement under the Timberland Bancorp, Inc. 2014 Equity Incentive Plan
|
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10.4
|
Form of Restricted Stock Award Agreement under the Timberland Bancorp, Inc. 2014 Equity Incentive Plan
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23.1
|
Consent of Delap LLP
|
|
23.2
|
Consent of Breyer & Associates PC (contained in its opinion filed as Exhibit 5)
|
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24
|
Power of attorney (contained in the signature page of the Registration Statement)
|
Sincerely,
|
|
/s/ BREYER & ASSOCIATES PC | |
BREYER & ASSOCIATES PC
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1.
|
ISO Award
. The Company grants to Option Holder ISOs to purchase
[
Number
]
Shares at an Exercise Price of
$
[
Number
]
per Share. These ISOs are subject to forfeiture until they vest and to limits on transferability, as provided in Sections 4 and 5 of this Agreement and in Article V of the Plan.
|
2.
|
Vesting Dates
. The ISOs shall vest as follows, subject to earlier vesting in the event of a termination of Service as provided in Section 5 or a Change in Control as provided in Section 6:
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3.
|
Exercise
. The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the ISOs during the Exercise Period by giving written notice to the
[____________________]
in the form required by the Committee (“Exercise Notice”). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Company. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Pacific Time, on the date 10 years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 5. Any ISOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time.
|
4.
|
Transferability
. The Option Holder may not sell, assign, transfer, pledge or otherwise encumber any ISOs, except in the event of the Option Holder’s death, by will or by the laws of descent and distribution or pursuant to a Domestic Relations Order.
|
5.
|
Termination
of Service
. If the Option Holder terminates Service for any reason other than death or Disability or in connection with a Change in Control, any ISOs that have not vested as of the date of that termination shall be forfeited to the Company, and the Exercise Period of any vested ISOs shall expire three months after that termination of Service (but in no event after the Expiration Date), except where that termination of Service is due to Retirement, in which case the Exercise Period of any vested ISOs shall expire one year after that termination of Service (but in no event after the Expiration Date), or in the case of a Termination for Cause, in which case all ISOs held by the Option Holder shall expire immediately. If the Option Holder’s Service terminates on account of the Option Holder’s death or Disability, the Vesting Date for all ISOs that have not vested or been forfeited shall be accelerated to the date of that termination of Service, and the Exercise Period of all ISOs shall expire one year after that termination of Service (but in no event after the Expiration Date).
|
6.
|
Effect of Change in Control
. Upon a Change in Control, the Vesting Date for all ISOs that have not vested or been forfeited shall be the earlier of (A) the date of the Option Holder’s Involuntary Termination, if such Involuntary Termination occurs within the twelve-month period commencing on the effective date of the Change in Control, or (B) the Vesting Date in Section 2.
|
7.
|
Option Holder’s Rights
. The ISOs awarded hereby do not entitle the Option Holder to any rights of a shareholder of the Company.
|
8.
|
Delivery of Shares to Option Holder
. Promptly after receipt of an Exercise Notice and full payment of the Exercise Price for the Shares being acquired, the Company shall issue and deliver to the Option Holder (or other person validly exercising the ISO) a certificate or certificates representing the Shares of Common Stock being purchased, or evidence of
|
|
the issuance of such Shares in book-entry form, registered in the name of the Option Holder (or such other person), or, upon request, in the name of the Option Holder (or such other person) and in the name of another person in such form of joint ownership as requested by the Option Holder (or such other person) pursuant to applicable state law. The Company’s obligation to deliver a stock certificate or evidence of the issuance of Shares in book-entry form for Shares purchased upon the exercise of an ISO can be conditioned upon the receipt of a representation of investment intent from the Option Holder (or the Option Holder’s Beneficiary) in such form as the Committee requires. The Company shall not be required to deliver stock certificates or evidence of the issuance of Shares in book-entry form for Shares purchased prior to: (a) the listing of those Shares on the Nasdaq; or (b) the completion of any registration or qualification of those Shares required under applicable law.
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9.
|
Notice of Sale of Shares
. The Option Holder (or other person who received Shares from the exercise of the ISOs) shall give written notice to the Company promptly in the event of the sale or other disposition of Shares received from the exercise of the ISOs within either: (a) two years from the Grant Date; or (b) one year from the exercise date for the ISOs exercised.
|
10.
|
Adjustments in Shares
. In the event of any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, shall adjust the number of Shares or class of securities of the Company covered by the ISOs or the Exercise Price of the ISOs. The Option Holder agrees to execute any documents required by the Committee in connection with an adjustment under this Section 10.
|
11.
|
Tax Withholding
. The Company shall have the right to require the Option Holder to pay to the Company the amount of any tax that the Company is required to withhold with respect to such Shares, or in lieu thereof, to retain or sell without notice a sufficient number of Shares to cover the minimum amount required to be withheld. The Company shall have the right to deduct from all dividends paid with respect to the Shares the amount of any taxes that the Company is required to withhold with respect to such dividend payments.
|
12.
|
Plan and Committee Decisions Are Controlling
. This Agreement, the award of ISOs to the Option Holder and the issuance of Shares upon the exercise of the ISOs are subject in all respects to the provisions of the Plan, which are controlling. All decisions, determinations and interpretations by the Committee respecting the Plan, this Agreement, the award of ISOs or the issuance of Shares upon the exercise of the ISOs shall be binding and conclusive upon the Option Holder, any Beneficiary of the Option Holder or the legal representative thereof. The Option Holder acknowledges and agrees that this Award and receipt of any Shares hereunder (whether vested or unvested) by any person is subject to (a) Plan Section 10.10, including possible reduction, cancellation, forfeiture or recoupment (clawback), and (b) any policies which the Company may adopt in
|
|
furtherance of any regulatory requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
|
13.
|
Option Holder’s Employment
. Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate the Option Holder’s service or employment as a director, advisory director, director emeritus, officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services or employment of the Option Holder.
|
14.
|
Amendment
. The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Option Holder without the Option Holder’s written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Option Holder, to accelerate the vesting of the Shares or remove any other restrictions imposed on the Option Holder with respect to the Shares, whenever the Committee may determine that such action is appropriate.
|
15.
|
Loss of ISO Status
. If any of the ISOs fail, for any reason, to qualify for the special tax treatment afforded the ISOs, they shall be treated as Non-Qualified Stock Options under the Plan. The ISOs will lose ISO status: (a) if the Option Holder is not an employee of the Company or its Affiliates from the Grant Date through the date three months before the exercise date (or through the date one year before the exercise date if the termination of Service was due to death or Disability); (b) if the Shares acquired upon the exercise of the ISO are sold or disposed of within one of the time periods described in Section 9; (c) if more than $100,000 of ISO Shares (based on the Fair Market Value on the Grant Date) become exercisable within any calendar year for the first time under this Agreement and any other ISO, then the portion in excess of $100,000 shall be treated as Non-Qualified Stock Options in accordance with applicable IRS regulations; or (d) if the shares are transferred pursuant to a Domestic Relations Order.
|
16.
|
Option Holder Acceptance
. The Option Holder shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company.
|
TIMBERLAND BANCORP, INC. | ||
|
||
By ________________________________ | ||
Its ________________________________ | ||
ACCEPTED BY OPTION HOLDER
|
||
___________________________________ | ||
(Signature) | ||
___________________________________ | ||
(Print Name) | ||
___________________________________ | ||
(Street Address) | ||
___________________________________ | ||
(City, State & Zip Code) | ||
1.
|
NQSO Award
. The Company grants to Option Holder NQSOs to purchase
[
Number
]
Shares at an Exercise Price of
$
[
Number
]
per Share. These NQSOs are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 4 and 5 of this Agreement and in Article V of the Plan.
|
2.
|
Vesting Dates
. The NQSOs shall vest as follows, subject to earlier vesting in the event of a termination of Service as provided in Section 5 or a Change in Control as provided in Section 6:
|
Vesting Date |
NQSOs for
Number of Shares Vesting
|
3.
|
Exercise
. The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the
[_________________]
in the form required by the Committee (“Exercise Notice”). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Company. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Pacific Time, on the date 10 years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 5. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time.
|
4.
|
Transferability
. The Option Holder may not sell, assign, transfer, pledge or otherwise encumber any NQSOs, except in the event of the Option Holder’s death, by will or by the laws of descent and distribution or pursuant to a Domestic Relations Order. The Committee, in its sole and absolute discretion, may allow the Option Holder to transfer one or more NQSOs to the Option Holder’s Family Members or a grantor trust, as provided for in the Plan.
|
5.
|
Termination
of Service
. If the Option Holder terminates Service for any reason other than death or Disability or in connection with a Change in Control, any NQSOs that have not vested as of the date of that termination shall be forfeited to the Company, and the Exercise Period of any vested NQSOs shall expire three months after that termination of Service (but in no event after the Expiration Date), except where that termination of Service is due to Retirement, in which case the Exercise Period of any vested NQSOs shall expire one year after that termination of Service (but in no event after the Expiration Date), or in the case of a Termination for Cause, in which case all NQSOs held by the Option Holder shall expire immediately. If the Option Holder’s Service terminates on account of the Option Holder’s death or Disability, the Vesting Date for all NQSOs that have not vested or been forfeited shall be accelerated to the date of that termination of Service, and the Exercise Period of all NQSOs shall expire one year after that termination of Service (but in no event after the Expiration Date).
|
6.
|
Effect of Change in Control
. Upon a Change in Control, the Vesting Date for all NQSOs that have not vested or been forfeited shall be the earlier of (A) the date of the Option Holder’s Involuntary Termination, if such Involuntary Termination occurs within the twelve-month period commencing on the effective date of the Change in Control, or (B) the Vesting Date in Section 2.
|
7.
|
Option Holder’s Rights
. The NQSOs awarded hereby do not entitle the Option Holder to any rights of a shareholder of the Company.
|
8.
|
Delivery of Shares to Option Holder
. Promptly after receipt of an Exercise Notice and full payment of the Exercise Price for the Shares being acquired, the Company shall issue and deliver to the Option Holder (or other person validly exercising the NQSO) a certificate or certificates representing the Shares of Common Stock being purchased, or evidence of the issuance of such Shares in book-entry form, registered in the name of the Option Holder (or such other person), or, upon request, in the name of the Option Holder (or such other person) and in the name of another person in such form of joint ownership as requested by the Option Holder (or such other person) pursuant to applicable state law. The Company’s obligation to deliver a stock certificate or evidence of the issuance of Shares in book-entry form for Shares purchased upon the exercise of an NQSO can be conditioned upon the receipt of a representation of investment intent from the Option Holder (or the Option Holder’s Beneficiary) in such form as the Committee requires. The Company shall not be required to deliver stock certificates or evidence of the issuance of Shares in book-entry form for Shares purchased prior to: (a) the listing of those Shares on the Nasdaq; or (b) the completion of any registration or qualification of those Shares required under applicable law.
|
9.
|
Adjustments in Shares
. In the event of any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, shall adjust the number of Shares or class of securities of the Company covered by the NQSOs or the Exercise Price of the NQSOs. The Option Holder agrees to execute any documents required by the Committee in connection with an adjustment under this Section 9.
|
10.
|
Tax Withholding
. The Company shall have the right to require the Option Holder to pay to the Company the amount of any tax that the Company is required to withhold with respect to such Shares, or in lieu thereof, to retain or sell without notice a sufficient number of Shares to cover the minimum amount required to be withheld. The Company shall have the right to deduct from all dividends paid with respect to the Shares the amount of any taxes that the Company is required to withhold with respect to such dividend payments.
|
11.
|
Plan and Committee Decisions Are Controlling
. This Agreement, the award of NQSOs to the Option Holder and the issuance of Shares upon the exercise of the NQSOs are subject in all respects to the provisions of the Plan, which are controlling. All decisions, determinations and interpretations by the Committee respecting the Plan, this Agreement, the award of NQSOs or the issuance of Shares upon the exercise of the NQSOs shall be binding and conclusive upon the Option Holder, any Beneficiary of the Option Holder or the legal representative thereof. The Option Holder acknowledges and agrees that this Award and receipt of any Shares hereunder (whether vested or unvested) by any person is subject to (a) Plan Section 10.10, including possible reduction, cancellation, forfeiture or recoupment (clawback), and (b) any policies which the Company may adopt in furtherance of any regulatory requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
|
12.
|
Option Holder’s Employment or Service
. Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate the Option Holder’s service or employment as a director, advisory director, director emeritus, officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services or employment of the Option Holder.
|
13.
|
Amendment
. The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Option Holder without the Option Holder’s written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Option Holder, to accelerate the vesting of the Shares or remove any other restrictions imposed on the Option Holder with respect to the Shares, whenever the Committee may determine that such action is appropriate.
|
14.
|
Option Holder Acceptance
. The Option Holder shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company.
|
TIMBERLAND BANCORP, INC. | ||
|
||
By ________________________________ | ||
Its ________________________________ | ||
ACCEPTED BY OPTION HOLDER
|
||
___________________________________ | ||
(Signature) | ||
___________________________________ | ||
(Print Name) | ||
___________________________________ | ||
(Street Address) | ||
___________________________________ | ||
(City, State & Zip Code) |
1.
|
Restricted Stock Award
. The Company makes this Restricted Stock Award of
[
Number
]
Shares to Grantee
[in exchange for a payment of $________]
. These Shares are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 2, 3 and 4 of this Agreement and in Article VI of the Plan.
|
2.
|
Period of Restriction
: The Shares are subject to a Period of Restriction, during which the Grantee shall not receive the Shares, subject to earlier vesting in the event of a termination of Service as provided in Section 4 or a Change in Control as provided in Section 5. After the Period of Restriction ends with respect to a Share, such Share shall be considered vested if it has not been previously forfeited. The Period of Restriction ends with respect to the Shares in accordance with the following schedule:
|
Date Period of Restriction Ends
|
With Respect to the Following
N
umber of Shares
|
|
3.
|
Transferability
. The Grantee may not sell, assign, transfer, pledge or otherwise encumber any Shares that have not vested, except in the event of the Grantee’s death, by will or by the laws of descent and distribution or pursuant to a Domestic Relations Order. The Committee, in its sole and absolute discretion, may allow the Grantee to transfer all or any portion of this Restricted Stock Award which is then unvested to the Grantee’s Family Members, as provided for in the Plan.
|
4.
|
Termination
of Service
. If the Grantee terminates Service for any reason other than death or Disability or in connection with a Change in Control, any Shares that have not vested as of the date of that termination shall be forfeited to the Company. The Shares never vest in the event of a Termination for Cause. If the Grantee’s Service terminates on account of the Grantee’s death or Disability, the Period of Restriction for all Shares
|
|
that have not previously vested shall end on the date of that termination of Service and the Grantee shall then be vested in the Shares.
|
5.
|
Effect of Change in Control
. Upon a Change in Control, the Period of Restriction for all Shares that have not previously vested shall be the earlier of (A) the date of the Grantee’s Involuntary Termination, if such Involuntary Termination occurs within the twelve-month period commencing on the effective date of the Change in Control or (B) the Vesting Date provided in Section 2, and the Grantee shall then be vested in the Shares.
|
6.
|
Stock Power
. The Grantee agrees to execute a stock power with respect to each stock certificate reflecting the Shares, or other evidence of book-entry stock ownership, in favor of the Company. The Shares shall not be issued by the Company until the required stock powers are delivered to the Company.
|
7.
|
Delivery of Restricted Shares
. The Company shall issue stock certificates or evidence of the issuance of such Shares in book-entry form, in the name of the Grantee reflecting the Shares vesting on each Vesting Date in Section 2. The Company shall retain these certificates or evidence of the issuance of Shares in book-entry form until the Shares represented thereby become vested. Prior to vesting, the Shares shall be subject to the following restriction, communicated in writing to the Company’s stock transfer agent:
|
8.
|
Grantee’s Rights
. As the owner of all Shares that have not vested, the Grantee shall be paid dividends by the Company with respect to those Shares at the same time as they are paid to other holders of the Company’s common stock. The Grantee may exercise all voting rights appurtenant to the Shares.
|
9.
|
Delivery of Unrestricted Shares to Grantee
. Upon the vesting of any Shares, the restrictions in Section 3 shall terminate, and the Company shall deliver only to the Grantee (or, if applicable, the Grantee’s Beneficiary, estate or Family Member) a certificate (without the legend referenced in Section 7) or evidence of the issuance of Shares in book-entry form, and the related stock power in respect of the vested Shares. The Company’s obligation to deliver a stock certificate for vested Shares, or evidence of the issuance of Shares in book-entry form, can be conditioned upon the receipt of a representation of investment intent from the Grantee (or the Grantee’s Beneficiary, estate or Family Member) in such form as the Committee requires. The Company shall not be required to deliver stock certificates for vested Shares, or evidence of the issuance of
|
|
Shares in book-entry form, prior to: (a) the listing of those Shares on the Nasdaq; or (b) the completion of any registration or qualification of those Shares required under applicable law.
|
10.
|
Adjustments in Shares
. In the event of any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, shall adjust the number of Shares or class of securities of the Company covered by this Agreement. Any additional Shares or other securities received by the Grantee as a result of any such adjustment shall be subject to all restrictions and requirements applicable to Shares that have not vested. The Grantee agrees to execute any documents required by the Committee in connection with an adjustment under this Section 10.
|
11.
|
Tax Election
.
The Grantee understands that an election may be made under Section 83(b) of the Code to accelerate the Grantee’s tax obligation with respect to receipt of the Shares from the date the Shares would otherwise vest under this Agreement to the Grant Date by timely submitting an election to the Internal Revenue Service substantially in the form attached hereto (or in accordance with the Internal Revenue Service rules in effect at the time the election is made).
|
12.
|
Tax Withholding
. The Company shall have the right to require the Grantee to pay to the Company the amount of any tax that the Company is required to withhold with respect to such Shares, or in lieu thereof, to retain or sell without notice a sufficient number of Shares to cover the minimum amount required to be withheld. The Company shall have the right to deduct from all dividends paid with respect to the Shares the amount of any taxes that the Company is required to withhold with respect to such dividend payments.
|
13.
|
Plan and Committee Decisions Are Controlling
. This Agreement and the award of Shares to the Grantee are subject in all respects to the provisions of the Plan, which are controlling. All decisions, determinations and interpretations by the Committee respecting the Plan, this Agreement or the award of Shares shall be binding and conclusive upon the Grantee, any Beneficiary of the Grantee or the legal representative thereof. The Grantee acknowledges and agrees that this Award and receipt of any Shares hereunder (whether vested or unvested) by any person is subject to (a) Plan Section 10.10, including possible reduction, cancellation, forfeiture or recoupment (clawback), and (b) any policies which the Company may adopt in furtherance of any regulatory requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
|
14.
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Grantee’s Employment or Service
. Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate the Grantee’s service or employment as a director, advisory director, director emeritus, officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services or employment of the Grantee.
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15.
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Amendment
. The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Grantee without the Grantee’s written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Grantee, to accelerate the vesting of the Shares or remove any other restrictions imposed on the Grantee with respect to the Shares, whenever the Committee may determine that such action is appropriate.
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16.
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Grantee Acceptance
. The Grantee shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company.
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TIMBERLAND BANCORP, INC. | ||
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By ________________________________ | ||
Its ________________________________ | ||
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ACCEPTED BY GRANTEE
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___________________________________ | ||
(Signature) | ||
___________________________________ | ||
(Print Name) | ||
___________________________________ | ||
(Street Address) | ||
___________________________________ | ||
(City, State & Zip Code) |
________________________________
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1.
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The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are:
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2.
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The property which is the subject of this election is __________ shares of common stock of __________________________.
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3.
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The property was transferred to the undersigned on
[DATE]
.
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4.
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The property is subject to the following restrictions:
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5.
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The fair market value of the property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in § 1.83-3(h) of the Income Tax Regulations) is: $_______ per share x ________ shares = $___________.
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6.
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For the property transferred, the undersigned paid $______ per share x _________ shares = $______________.
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7.
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The amount to include in gross income is $______________.
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The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The undersigned is the person performing the services in connection with which the property was transferred.
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Dated:
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Taxpayer
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