Wafd Inc 8-K, filed Feb 13, 2025
Wafd Inc (WAFD)
8-K
2025-02-13
For: 2025-02-11
View Original
Added on
April 05, 2026
About this 8-K
Wafd Inc filed this 8-K on February 13, 2025, reporting on events of February 11, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code (206 ) 624-7930
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
The Company’s board of directors (the “Board”) previously approved, subject to stockholder approval, the Company’s 2025 Stock Incentive Plan (the “2025 Plan”). At the Annual Meeting, the Company’s stockholders approved the Company’s 2025 Plan. The 2025 Plan replaces the Company’s 2020 Incentive Stock Plan which expired on January 22, 2025. The purpose of the 2025 Plan is to advance the interests of the Company and its shareholders by enabling the Company to attract and retain qualified personnel, provide incentive compensation for such individuals in a form that is linked to the growth and profitability of the Company and increases in shareholder value, and provide opportunities for equity participation that align the interests of recipients with those of the Company’s shareholders.
The terms of the 2025 Plan provide for the grant of stock options, restricted stock awards, restricted stock units, performance awards and other stock-based awards payable in cash or shares of the Company’s common stock. 3,250,000 shares of common stock are reserved and available for issuance under the 2025 Plan, subject to the adjustment provisions of the 2025 Plan. The 2025 Plan will be administered by the Compensation Committee of the Board (the “Committee”). The Committee, or its delegate, will have authority to, among other things, determine which eligible persons receive awards and to set the terms and conditions applicable to the award within the confines of the terms of the 2025 Plan. The Committee will have the authority to interpret and administer the 2025 Plan or any agreement entered into under the 2025 Plan, to establish rules and regulations under the 2025 Plan, and to make any determination or take any other action as it deems necessary or advisable for the administration of the 2025 Plan.
The 2025 Plan contains a minimum vesting requirement, subject to limited exceptions, that awards made to Company employees under the 2025 Plan shall have a vesting period of not less than (a) three (3) years from date of grant (provided that pro rata vesting over such period shall be permitted) if vesting is subject only to continued service with the Company and (b) one (1) year from date of grant if vesting is subject to the achievement of one or more performance objectives.
The 2025 Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the participant. The 2025 Plan will expire on February 11, 2030.
The form of restricted stock award agreement, form of restricted stock unit award agreement, and the form of option award agreement for use with the 2025 Plan set forth the standard terms and conditions that apply to grants of these types of awards pursuant to the 2025 Plan, although awards may be granted under the 2025 Plan that deviate from these standard terms and conditions.
A more detailed description of the 2025 Plan is set forth in the section entitled “Proposal No. 2 – Approval of the WaFd, Inc. 2025 Stock Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2024 (the “Proxy Statement”) and the supplement to the Proxy Statement filed with the SEC on January 29, 2025.
The foregoing descriptions of the 2025 Plan and the forms of award agreements thereunder are qualified in their entirety by reference to the text of the 2025 Plan and the forms of award agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
The Annual Meeting of Shareholders of WaFd, Inc. (the "Company") was held on February 11, 2025. The four items voted upon by shareholders included 1) the election of five directors; 2) the approval of the WaFd, Inc. 2025 Stock Incentive Plan; 3) the approval of a non-binding, advisory vote on the compensation of WaFd, Inc. named executive officers; and 4) the ratification of the appointment of Deloitte & Touche, LLP as the independent registered public accountants for fiscal 2025. The results of the voting were as follows:
| Votes Cast | Votes | Total | Broker | ||||||||||||||||||||||||||||||||
| For | Against | Withheld | Votes Cast | Non-votes | |||||||||||||||||||||||||||||||
| Election of Directors | |||||||||||||||||||||||||||||||||||
| Three-year term: | |||||||||||||||||||||||||||||||||||
| R. Shawn Bice | 68,519,422 | — | 2,153,850 | 70,673,272 | 4,649,550 | ||||||||||||||||||||||||||||||
| Linda S. Brower | 68,524,345 | — | 2,148,927 | 70,673,272 | 4,649,550 | ||||||||||||||||||||||||||||||
| Sean B. Singleton | 68,512,589 | — | 2,160,683 | 70,673,272 | 4,649,550 | ||||||||||||||||||||||||||||||
| One-year term: | |||||||||||||||||||||||||||||||||||
| Bradley M. Shuster | 66,391,435 | — | 4,281,837 | 70,673,272 | 4,649,550 | ||||||||||||||||||||||||||||||
| M. Max Yzaguirre | 69,873,424 | — | 799,848 | 70,673,272 | 4,649,550 | ||||||||||||||||||||||||||||||
| Votes Cast | Total | ||||||||||||||||||||||||||||||||||
| For | Against | Abstained | Votes Cast | ||||||||||||||||||||||||||||||||
| Adoption of the WaFd, Inc. | |||||||||||||||||||||||||||||||||||
| 2025 Stock Incentive Plan | 67,031,380 | 3,540,529 | 101,363 | 70,673,272 | |||||||||||||||||||||||||||||||
| Votes Cast | Total | ||||||||||||||||||||||||||||||||||
| For | Against | Abstained | Votes Cast | ||||||||||||||||||||||||||||||||
| Non-binding advisory vote on | |||||||||||||||||||||||||||||||||||
| executive compensation | 65,624,883 | 4,932,611 | 115,778 | 70,673,272 | |||||||||||||||||||||||||||||||
| Ratify appointment of | |||||||||||||||||||||||||||||||||||
| Deloitte & Touche, LLP | 74,122,496 | 1,163,003 | 37,323 | 75,322,822 | |||||||||||||||||||||||||||||||
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Based on the results above, all of the Board of Directors' recommendations were approved by shareholders.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) The following exhibits are being filed herewith:
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | ||||
| * | Management contract or compensation plan | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| February 13, 2025 | WAFD, INC. | |||||||||||||||||||
| By: | /s/ KELLI J. HOLZ | |||||||||||||||||||
| Kelli J. Holz | ||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||||||||
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WAFD, INC. 2025 STOCK INCENTIVE PLAN (AS PROPOSED TO BE EFFECTIVE ON FEBRUARY 11, 2025) ARTICLE I PURPOSE OF THE PLAN The purpose of the WaFd, Inc. 2025 Stock Incentive Plan (the “Plan”) is to improve the growth and profitability of WaFd, Inc. (the “Corporation”) and its Subsidiaries by attracting and retaining qualified Eligible Persons, providing them with the opportunity to acquire a proprietary interest in the Corporation as an incentive to contribute to the success of the Corporation and its Subsidiaries, and rewarding them for outstanding performance and the attainment of targeted goals. The Plan was approved by our Board of Directors on November 12, 2024 and shall become effective upon approval by the shareholders of the Corporation on February 11, 2025. The Plan will replace the Washington Federal, Inc. 2020 Incentive Plan (the “Prior Plan”); provided, however, that awards outstanding under the Prior Plan as of the Effective Date will remain outstanding in accordance with their terms and the terms and conditions of the Prior Plan. ARTICLE II DEFINITIONS 2.01 “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person where “control” will have the meaning given such term under Rule 405 of the Securities Act. 2.02 “Award” means a grant of an Option, Restricted Stock Award, Restricted Stock Unit, a Performance Award, or an Other Stock-Based Award granted pursuant to the terms of this Plan. 2.03 “Award Agreement” means the agreement or other document (including Board or Committee resolution) evidencing the grant of an Award hereunder that shall be in such form as the Committee may specify. The Committee in its discretion may, but need not, require a Participant to sign an Award Agreement. 2.04 “Board” means the Board of Directors of the Corporation. 2.05 “Broker Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs a broker or dealer to sell a sufficient number of shares of Common Stock to pay all or a portion of the exercise price of the Option or any related withholding tax obligations and remit such sums to the Corporation and directs the Corporation to deliver shares of Common Stock to be issued upon such exercise directly to such broker or dealer or its nominee.
2.06 “Cause” has the meaning set forth in Section 3.03 of the Plan. 2.07 “Change in Control” has the meaning set forth in Section 7.03(c) of the Plan. 2.08 “Code” means the Internal Revenue Code of 1986, as amended from time to time or any successor statute thereto, together with any rules and regulations promulgated thereunder or with respect thereto. 2.09 “Committee” means the Compensation Committee of the Board of Directors appointed by the Board pursuant to Article III hereof, each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and an “independent director” within the meaning of the rules of the NASDAQ stock market (or other applicable exchange or market on which the Common Stock may be traded or quoted). Notwithstanding the foregoing, “Committee” means the Board for purposes of granting Awards to members of the Board who are not Employees and administering the Plan with respect to those Awards, unless the Board determines otherwise. 2.10 “Common Stock” means shares of the common stock, par value $1.00 per share, of the Corporation. 2.11 “Disability” means, except to the extent otherwise provided in an Award Agreement, any physical or mental impairment which qualifies a Participant for disability benefits under the applicable long-term disability plan maintained by the Corporation or a Subsidiary or Affiliate then covering the Participant, or, if no such plan exists or is applicable to the Participant, the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code. 2.12 “Effective Date” means the date the Plan is approved by the Corporation’s shareholders. 2.13 “Eligible Person” means any person who is (a) an Employee, (b) a member of the Board or the board of directors of a Subsidiary or Affiliate, or (c) a consultant, or independent contractor to the Corporation or a Subsidiary or Affiliate. 2.14 “Employee” means any person who is employed by the Corporation or one of its Subsidiaries or Affiliates (as determined by the Committee in its discretion). 2.15 “Exchange Act” means the Securities Exchange Act of 1934, as in effect and as amended from time to time, or any successor statute thereto, together with any rules and regulations promulgated thereunder or with respect thereto. 2.16 “Fair Market Value” shall be equal to the fair market value per share of the Corporation’s Common Stock on the date an Award is granted. For purposes hereof, the Fair Market Value of a share of Common Stock shall be the closing sale price on the date in question of a share of Common Stock on the NASDAQ stock market or other principal United States securities exchange registered under the Exchange Act on which the Common Stock is listed (or, if no shares were traded on such date, as of the next preceding date on which there was such a trade), or, if the common stock is not listed on any such exchange, but is reported on the OTC
Bulletin Board, OTC Markets or other comparable quotation service, the closing sale price with respect to a share of such stock on the date in question on the automated dealer quotation system. 2.17 “Fundamental Transaction” has the meaning set forth in Section 7.03(c) of the Plan. 2.18 “Incentive Stock Option” means any Option granted under this Plan which the Board intends (at the time it is granted) to be (and specifically designates as) an incentive stock option within the meaning of Section 422 of the Code. 2.19 “Merger Event” has the meaning set forth in Section 10.03. 2.20 “Nonqualified Option” means any Option granted under this Plan which is not an Incentive Stock Option. 2.21 “Option” means a right granted under Article VII of the Plan to purchase Common Stock. 2.22 “Other Stock-Based Award” means an Award, denominated in Shares, not otherwise described by the terms of the Plan, granted pursuant to Section 9.02 of the Plan. 2.23 “Participant” means any Eligible Person who is selected from time-to-time to receive an Award under the Plan. 2.24 “Performance Award” means a performance award granted pursuant to Section 9.01 of the Plan. 2.25 “Performance Goals” means performance goals that the Committee establishes, which may be based on performance criteria established by the Committee and set forth in the applicable Award, including (but not limited to) satisfactory internal or external audits, achievement of balance sheet or income statement objectives, cash flow, customer satisfaction metrics, dividend payments, earnings (including before or after taxes, interest, depreciation, and amortization), earnings growth, earnings per share, economic value added, expenses, improvement of financial ratings, internal rate of return, market share, net asset value, net income, net operating gross margin, net operating profit after taxes, net sales growth, operating income, operating margin, pro forma income, regulatory compliance, return measures (including return on assets, designated assets, capital, capital employed, equity, or stockholder equity, and return versus the Corporation’s cost of capital), revenues, sales, stock price (including growth measures and total stockholder return), comparison to stock market indices, implementation or completion of one or more projects or transactions (including mergers, acquisitions, dispositions, and restructurings), working capital, or any other objective goals that the Committee establishes. Performance Goals may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Performance Goals may be particular to an Eligible Person or the department, branch, Subsidiary, Affiliate, or division in which the Eligible Person works, or may be based on the performance of the Corporation, one or more Subsidiaries or Affiliates, or the Corporation and one or more Subsidiaries or Affiliates, and may cover such period as the Committee may specify.
2.26 “Previously Acquired Shares” means shares of Common Stock that are already owned by the Participant or, with respect to any Award, that are to be issued to the Participant upon the grant, exercise, vesting or settlement of such Award. 2.27 “Restricted Stock Award” means an award of Common Stock granted to an Eligible Person pursuant to Article VIII of this Plan that is subject to the restrictions on transferability and the risk of forfeiture imposed by the provisions of such Article VIII. 2.28 “Restricted Stock Unit” means an award denominated in shares of Common Stock granted to an Eligible Person pursuant to Article VIII of this Plan. 2.29 “Restriction Period” has the meaning set forth in Section 8.01(d). 2.30 “Section 422 Employee” means an Employee who is employed by the Corporation or a “parent corporation” or “subsidiary corporation” (each as defined in Sections 424(e) and (f) of the Code) with respect to the Corporation, including a “parent corporation” or “subsidiary corporation” that becomes such after adoption of the Plan. 2.31 “Service” means, if the Participant is (a) an Employee (as determined by the Committee in its discretion), the Participant’s service as an Employee of the Corporation and/or any of its Subsidiaries or Affiliates, (b) a member of the Board or the board of directors of an Subsidiary or Affiliate but not an Employee (as determined by the Committee in its discretion), the Participant’s service as a member of the Board or such board of directors, or (c) a consultant or independent contractor to Corporation or any of its Subsidiaries or Affiliates (as determined by the Committee in its discretion) and is not described in the preceding clause (b), the Participant’s service as a consultant or independent contractor to the Corporation and/or any of its Subsidiaries or Affiliates. Except as otherwise provided in an Award Agreement and Section 409A of the Code, a Participant’s Service shall not be treated as having terminated if the capacity in which the Participant provides Service, as described in the preceding sentence, changes, provided that the Participant’s Service is continuous notwithstanding such change. 2.32 “Share” means a share of Common Stock. 2.33 “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Corporation has or obtains, directly or indirectly, an interest of more than fifty percent (50%) by reason of stock ownership or otherwise. 2.34 “Tax Date” means the date any withholding or employment related tax obligation arises under the Code or any Applicable Law for a Participant with respect to an Award. 2.35 “Ten-Percent Shareholder” means a Section 422 Employee who (applying the rule of Section 424(d) of the Code) owns, directly or indirectly, more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or a “parent corporation” or “subsidiary corporation” (each as defined in Sections 424(e) and (f) of the Code) with respect to the Corporation. 2.36 “Voting Power” has the meaning set forth in Section 7.03(c) of the Plan.
ARTICLE III ADMINISTRATION OF THE PLAN 3.01 Duties and Authority of the Committee. The Plan and Awards shall be administered and interpreted by the Committee as appointed from time to time by the Board pursuant to Section 3.02 of the Plan. The Committee shall have all of the powers allocated to it in this and other Sections of the Plan. Each interpretation, construction and other action taken or made by the Committee pursuant to the provisions of the Plan or of any Award granted under it shall be final, conclusive and binding for all purposes and on all persons, and no member of the Committee will be liable for any action or determination made in good faith with respect to the Plan or any Awards granted under it. The Committee shall act by majority vote or unanimous written consent of its members. Subject to the express provisions and limitations of the Plan, the Committee may adopt such rules, regulations and procedures as it deems appropriate for the conduct of its affairs. It may appoint one of its members to be the chairperson, and any person, whether or not a member, to be its secretary or agent. The Committee shall report its actions and decisions to the Board at appropriate times but in no event less than one time per fiscal year. The Committee may designate persons other than members of the Committee to carry out the day-to- day ministerial administration of the Plan under such conditions and limitations as it may prescribe. In addition, the Board may delegate authority under the Plan to one or more senior executive officers of the Corporation to grant Awards to Eligible Persons pursuant to such conditions or limitations as the Committee may establish; provided, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Corporation (as defined by Rule 3b-7 under the Exchange Act) or to any “officer” of the Corporation (as defined by Rule 16a-l(f) under the Exchange Act). 3.02 Role of the Board. The members of the Committee shall be appointed by, and will serve at the pleasure of, the Board. The Board from time to time may remove members from, or add members to, the Committee. 3.03 Revocation for Misconduct. The Board may by resolution immediately revoke, rescind and terminate any Award or portion thereof, to the extent not yet vested, previously granted or awarded under this Plan to a Participant if the Corporation finds “Cause” to do so, which, for purposes hereof, shall mean (a) “Cause” as defined in any employment, consulting, severance or similar agreement between the Participant and the Corporation or one of its Subsidiaries or Affiliates, or if there is no such agreement or Cause is not defined therein, (b) a finding or a termination for a personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law; rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. 3.04 Indemnification. Subject to any limitations and requirements of Washington law, if a member of the Board or the Committee, or an Officer or Employee of the Corporation to which authorization was delegated in accordance with Section 3.01 of this Plan, is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by him or her in such capacity under or with respect to the Plan, the Corporation
shall indemnify such person from and against all liabilities and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the member acted in good faith and in a manner the member reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had not reasonable cause to believe the conduct was unlawful. Nothing herein is intended to limit the rights of indemnification the Board, Committee members, Officers or Employees may have pursuant to the Corporation’s by- laws or Articles of Incorporation. 3.05 Compliance with Law and Regulations. The Awards granted hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. The Corporation shall not be required to issue or deliver any certificates for Shares prior to the completion of any registration or qualification of or obtaining of consents or approvals with respect to such shares under any federal or state law or any rule or regulation of any government body, which the Corporation shall, in its sole discretion, determine to be necessary or advisable. Moreover, no Option or Award may be exercised and no Shares shall be issued pursuant to the terms of an Award if the exercise or issuance of such Shares would be contrary to applicable laws and regulations. 3.06 Restriction on Transfer. The Corporation may place a legend upon any certificate representing Shares purchased or received pursuant to an Award granted hereunder noting that the transfer of such Shares may be restricted by applicable laws and regulations. 3.07 Minimum Vesting Period for Certain Awards. Restricted Stock Awards, Restricted Stock Units, Performance Awards (to the extent payable in Shares), Option Awards and Other Stock-Based Awards granted to Employees shall have a vesting period of not less than (a) three (3) years from date of grant (provided that pro rata vesting over such period shall be permitted) if vesting is subject only to continued service with the Corporation or Subsidiary and (b) one (1) year from date of grant if vesting is subject to the achievement of one or more performance objectives. ARTICLE IV ELIGIBILITY Awards may be granted only to Eligible Persons. The designation of a person as an Eligible Person shall be left to the discretion of the Committee. Incentive Stock Options may be granted only to Eligible Persons who are Employees. ARTICLE V COMMON STOCK COVERED BY THE PLAN 5.01 Award Shares. The aggregate number of Shares available for issuance under this Plan will be, subject to adjustment as provided under Article X 3,250,000 shares of Common Stock. None of such Shares shall be the subject of more than one Award at any time.
5.02 Limits on Incentive Stock Options. Notwithstanding any other provisions of this Plan to the contrary and subject to adjustment as provided in Article X of this Plan, the maximum aggregate number of shares of Common Stock that will be available for issuance pursuant to Incentive Stock Options under this Plan will be 3,250,000 shares. 5.03 Annual Limit. Subject to adjustment as provided in Article X, the maximum number of Shares with respect to which an Employee may be granted Awards under the Plan (whether settled in Shares or the cash equivalent thereof) during any calendar year is 250,000. 5.04 Accounting for Awards. Shares that are issued under this Plan or that are subject to outstanding Awards will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under this Plan only to the extent they are used; provided, however, that the full number of shares of Common Stock subject to a stock-settled Other Stock- Based Award will be counted against the shares of Common Stock authorized for issuance under this Plan, regardless of the number of shares actually issued upon settlement of such Other Stock Stock-Based Award. Furthermore, any shares of Common Stock withheld to satisfy tax withholding obligations on Awards issued under this Plan, any shares of Common Stock withheld to pay the exercise price or grant price of Awards under this Plan and any shares of Common Stock not issued or delivered as a result of the “net exercise” of an outstanding Option pursuant to Section 7.07 will be counted against the shares of Common Stock authorized for issuance under this Plan and will not be available again for grant under this Plan. Shares of Common Stock subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan. Any shares of Common Stock repurchased by the Corporation on the open market using the proceeds from the exercise of an Award will not increase the number of shares of Common Stock available for future grant of Awards. Any shares of Common Stock related to Awards granted under this Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares of Common Stock, will be available again for grant under this Plan. To the extent permitted by Applicable Law, shares of Common Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of Merger Event pursuant to Section 10.03 of this Plan or otherwise will not be counted against shares of Common Stock available for issuance pursuant to this Plan. 5.05 Source of Shares. The Shares issued under the Plan may be authorized but unissued shares or treasury shares. ARTICLE VI DETERMINATION OF AWARDS, NUMBER OF SHARES, ETC. The Committee shall, in its discretion, but subject to the terms of the Plan, determine from time to time which Eligible Persons will be granted Awards under the Plan and the terms (which need not be identical) of all Awards, including without limitation, time or time at which Awards are granted, the number of Shares subject to each Award, which each Option will be an Incentive Stock Option or a Nonqualified Option, the exercise price of such Option, any Performance Goals applicable to Awards, any provisions relating to vesting, and the periods during which Options may be exercised and Restricted Stock Awards and Restricted Stock Units shall be subject to restrictions. In making all such determinations there shall be taken into account the
duties, responsibilities and performance of each respective Eligible Person, his or her present and potential contributions to the growth and success of the Corporation, his or her salary or other compensation, and such other factors as the Committee shall deem relevant to accomplishing the purposes of the Plan. The Committee will have the authority under the Plan to amend or modify the terms of any outstanding Award in any manner, including the authority to modify the number of shares or other terms and conditions of an Award, extend the term of an Award, accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Award, accept the surrender of any outstanding Award or, to the extent not previously exercised or vested, authorize the grant of new Awards in substitution for surrendered Awards; provided, however that the amended or modified terms are permitted by the Plan as then in effect and that (i) such amendment or modification is permissible pursuant to Section 10.5 of the Plan, (ii) the amended or modified terms are permitted by the Plan as then in effect and (iii) any Eligible Person adversely affected by such amended or modified terms has consented to such amendment or modification. No amendment or modification to an Award, however, whether pursuant to this Article VI or any other provisions of the Plan, will be deemed to be a re-grant of such Award for purposes of the Plan. ARTICLE VII OPTIONS 7.01 Option Award Agreement. Each Option shall be evidenced by an Award Agreement which shall set forth the total number of Shares to which the Option pertains, the exercise price, whether it is a Nonqualified Option or an Incentive Stock Option, the conditions upon which the Option will become vested and exercisable, the maximum duration of the Option, and such other terms, conditions, restrictions and privileges as the Committee in each instance shall deem appropriate, provided they are not inconsistent with the terms, conditions and provisions of the Plan. 7.02 Option Exercise Price. The per share price at which the subject Common Stock may be purchased upon exercise of an Option shall be no less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock at the time such Option is granted, except as provided in section 7.09(a) below. 7.03 Vesting and Exercise of Options. (a) General Rules. Options shall become vested and exercisable at the rate and to the extent specified in the Award Agreement. Notwithstanding the foregoing, no vesting shall occur on or after a Participant’s Service is terminated for any reason other than the Participant’s death or Disability, except to the extent provided in Section 7.03(b) or the applicable Award Agreement. In determining the number of Shares with respect to which Options are vested and/or exercisable, fractional Shares will be rounded down to the nearest whole number.
(b) Accelerated Vesting Upon Death or Disability. Unless specifically stated otherwise in an Award Agreement, all options held by a Participant shall become vested and exercisable in full on the date the Participant’s Service terminates because of his or her death or Disability. (c) Accelerated Vesting for Changes in Control. Notwithstanding the general rule described in Section 7.03(a), upon the occurrence of a Change in Control all then outstanding Options held by Participants who have not previously incurred a termination of Service shall become immediately vested and exercisable. Unless otherwise provided in an Award Agreement or in an individual employment or change of control agreement between the Participant and the Corporation or one of its Subsidiaries or Affiliates, a “Change in Control” will mean the occurrence of any of the following: A “Change in Control” shall mean the occurrence of any of the following: (i) any “person” (within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)(3) and 14(d) thereof), other than the Corporation and employee benefit plans of the Corporation and its Subsidiaries and Affiliates, is or becomes the “beneficial owner” (as defined in Rule 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 30% or more of the combined voting power of the Corporation’s then outstanding securities (“Voting Power”), (ii) the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation (a “Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction that results in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined Voting Power immediately after such Fundamental Transaction of (A) the Corporation’s outstanding securities, (B) the surviving entity’s outstanding securities, or (C) in the case of a division, the outstanding securities of each entity resulting from the division; or (iii) a majority of members of the Corporation’s Board is replaced during any 12- month period by directors whose appointment or election is not endorsed by a majority of the members of the Corporation’s Board before the date of the appointment or election. 7.04 Duration of Options. (a) General Rule. Except as provided in Sections 7.04(b) and 7.09, each Option or portion thereof shall be exercisable at any time on or after it vests and becomes exercisable until the earlier of (i) ten (10) years after its date of grant (or such shorter period as may be specified in the Award Agreement), or (ii) three (3) months after termination of the Participant’s Service, unless the Committee in its discretion decides to extend such period of exercise upon termination of Service from three (3) months to a period not exceeding five (5) years. In no event, however, shall any Option be exercisable beyond the date that is the earlier of (i) ten (10) years from the date it was granted or (ii) the original term of the Option. (b) Exceptions for Terminations Due to Death or Disability. If a Participant’s Service is terminated as a result of the Participant’s death or Disability and the Participant has not fully exercised his or her Options, the Participant or the executors, administrators, legatees or distributees of the Participant’s estate shall have the right, during the twelve-month period (or such other period as may be specified in the applicable Award Agreement) following the earlier of the date of the Participant’s death or Disability, to exercise such Options to the extent vested
on the date of such death or Disability. In no event, however, shall any option be exercisable beyond the date that is the original term of the Option. 7.05 Nonassignability. Options shall not be transferable by a Participant except by will or the laws of descent or distribution, and during a Participant’s lifetime shall be exercisable only by such Participant. 7.06 Manner of Exercise. Options may be exercised in part or in whole and at one time or from time to time. The procedures for exercise shall be set forth in the written Award Agreement provided for in Section 7.01 above. 7.07 Payment of Shares. Payment in full of the purchase price for Shares purchased pursuant to the exercise of any option shall be made to the Corporation upon exercise of the Option. All Shares sold under the Plan shall be fully paid and nonassessable. (a) The Committee, in its sole discretion and upon terms and conditions established by the Committee, may allow payment for the Shares to be made, in whole or in part, by (i) tender of a Broker Exercise Notice; (ii) by tender, either by actual delivery or attestation as to ownership, of Previously Acquired Shares; (iii) a “net exercise” of the Option (as further described in paragraph (b), below); (iv) by a combination of such methods; or (v) any other method approved or accepted by the Committee in its sole discretion. Notwithstanding any other provision of this Plan to the contrary, no Participant who is a Director or an “executive officer” of the Corporation within the meaning of Section 13(k) of the Exchange Act will be permitted to make payment with respect to any Awards granted under this Plan, or continue any extension of credit with respect to such payment with a loan from the Corporation or a loan arranged by the Corporation in violation of Section 13(k) of the Exchange Act. (b) In the case of a “net exercise” of an Option, the Corporation will not require a payment of the exercise price of the Option from the Participant but will reduce the number of shares of Common Stock issued upon the exercise by the largest number of whole shares that has a Fair Market Value on the exercise date that does not exceed the aggregate exercise price for the shares exercised under this method. Shares of Common Stock will no longer be outstanding under an Option (and will therefore not thereafter be exercisable) following the exercise of such Option to the extent of (i) shares used to pay the exercise price of an Option under the “net exercise,” (ii) shares actually delivered to the Participant as a result of such exercise and (iii) any shares withheld for purposes of tax withholding pursuant to Article XIII of this Plan. (c) For purposes of such payment, Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value on the exercise date of the Option. 7.08 Voting and Dividend Rights. No Participant shall have any voting or dividend rights or other rights of a shareholder in respect of any Shares covered by an Option prior to the time that the Participant’s name is recorded on the Corporation’s shareholder ledger as the holder of record of such shares acquired pursuant to an exercise of an Option.
7.09 Additional Terms Applicable to Incentive Stock Options. All Options issued under the Plan as Incentive Stock Options will be subject, in addition to the terms detailed in Sections 7.01-7.08 above, to those contained in this Section 7.09. (a) Limitation of Ten Percent Shareholders. The price at which Shares may be purchased upon exercise of an Incentive Stock Option granted to an individual who, at the time such Incentive Stock Option is granted is a Ten-Percent Shareholder, shall be no less than one hundred and ten percent (110%) of the Fair Market Value of a share of the Common Stock of the Corporation at the time of grant, and such Incentive Stock Option shall by its terms not be exercisable after the earlier of the date determined under Section 7.03 or the expiration of five (5) years from the date such Incentive Stock Option is granted. (b) Notice of Disposition. A Participant shall immediately notify the Corporation in writing of any sale, transfer, assignment or other disposition (or action constituting a disqualifying disposition within the meaning of Section 421 of the Code) of any Shares acquired through exercise of an Incentive Stock Option, within two (2) years after the grant of such Incentive Stock Option or within one (1) year after the acquisition of such shares, setting forth the date and manner of disposition, the number of shares disposed of and the price at which such shares were disposed of. ARTICLE VIII RESTRICTED STOCK AWARDS, RESTRICTED STOCK UNITS 8.01 Restricted Stock Awards and Restricted Stock Units. (a) Terms and Conditions. Grants of Restricted Stock Awards and Restricted Stock Units shall be subject to the terms and conditions set forth in this Section 8.01 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement, including terms that condition the vesting of Restricted Stock Awards or Restricted Stock Units on the achievement of one or more Performance Goals. Restricted Stock Awards and Restricted Stock Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of shares of restricted Common Stock, or the number of Restricted Stock Units granted to a Participant, and the Committee may provide or impose different terms and conditions on any particular grant made to any Participant. (b) Grant. A grant of a Restricted Stock Award is an Award of shares of Common Stock granted to a Participant, subject to such restrictions, terms and conditions as the Committee deems appropriate, including, without limitation, (1) restrictions on the sale, assignment, transfer, hypothecation or other disposition of such shares, (2) the requirement that the Participant deposit such shares with the Corporation while such shares are subject to such restrictions, and (3) the requirement that such shares or a portion thereof be forfeited upon termination of Service for specified reasons within a specified period of time or for other reasons (including without limitation, the failure to achieve designated Performance Goals). Restricted Stock Units will be similar to Restricted Stock Awards except that no shares of Common Stock are actually awarded to the Participant on the Grant Date of the Restricted Stock Units.
Restricted Stock Units will be denominated in shares of Common Stock but paid in cash, shares of Common Stock or a combination of cash and shares of Common Stock as the Committee, in its sole discretion, will determine, and as provided in the Award Agreement. (c) Award Agreement. Each Restricted Stock Award or grant of Restricted Stock Unit shall be evidenced by an Award Agreement in a form specified by the Committee and setting forth the restrictions, terms, and conditions of the Award. (a) Conditions and Restrictions. Subject to the terms and conditions of this Plan, the Committee will impose such conditions or restrictions on a Restricted Stock Award or Restricted Stock Units granted pursuant to this Plan as it may deem advisable, including a requirement that Participants pay a stipulated purchase price for each share of Common Stock underlying a Restricted Stock Award or Restricted Stock Unit, restrictions based upon the achievement of specific Performance Goals, time-based restrictions on vesting following the attainment of the Performance Goals, time-based restrictions, restrictions under applicable law or holding requirements or sale restrictions placed on the shares of Common Stock by the Corporation upon vesting of such Restricted Stock Award or Restricted Stock Units. (d) Enforcement of Restrictions. To enforce the restrictions referred to in this Article VIII, the Committee may place a legend on the stock certificates or book-entry notations representing Restricted Stock Awards referring to such restrictions and may require the Participant, until the restrictions have lapsed, to keep the stock certificates, together with duly endorsed stock powers, in the custody of the Corporation or its transfer agent, or to maintain evidence of stock ownership, together with duly endorsed stock powers, in a certificateless book- entry stock account with the Corporation’s transfer agent. Alternatively, Restricted Stock Awards may be held in non-certificated form pursuant to such terms and conditions as the Corporation may establish with its registrar and transfer agent or any third-party administrator designated by the Corporation to hold Restricted Stock Awards on behalf of Participants. (b) Payment of Restricted Share Grants. After the satisfaction and/or lapse of the restrictions established by the Committee in respect of a Restricted Stock Award (including satisfaction of any applicable tax withholding obligations), shares of Common Stock underlying a Restricted Stock Award will become freely transferable by the Participant. Upon the vesting of a Restricted Stock Unit, the Restricted Stock Unit will be settled, subject to the terms and conditions of the applicable Award Agreement, (a) in cash, based upon the Fair Market Value of the vested underlying shares of Common Stock, (b) in shares of Common Stock or (c) a combination thereof, as provided in the Award Agreement, except to the extent that a Participant has properly elected to defer income that may be attributable to a Restricted Stock Unit under a deferred compensation plan or arrangement approved by the Corporation. (e) Shareholder Rights and Dividends. A Participant shall have, with respect to the shares of Common Stock underlying a Restricted Stock Award, all of the rights of a shareholder of such stock, except such rights as are limited or restricted under the Plan or in the relevant Award Agreement. Any stock dividends paid in respect of shares underlying unvested Restricted Stock Awards shall be treated as additional restricted shares and shall be subject to the same restrictions and other terms and conditions that apply to the unvested shares underlying the Restricted Stock Award in respect of which such stock dividends are issued. A Participant
receiving Restricted Stock Units will not be, nor have any of the rights or privileges of, a shareholder of the Company, including the right to vote the underlying Shares and receive dividends and other distributions paid with respect to the underlying Shares, with respect to any Restricted Stock Units, unless (and in such case, until) such Restricted Stock Units are settled in shares of Common Stock. (f) Accelerated Vesting for Change in Control. Unless otherwise provided in the applicable Award Agreement, all restrictions, terms and conditions applicable to all shares underlying Restricted Stock Awards then outstanding shall be deemed lapsed and satisfied as of the date of a Change in Control. ARTICLE IX OTHER AWARDS 9.01 Performance Awards. Each Performance Award granted under the Plan shall be evidenced by an Award Agreement that (a) provides for the payment of cash or issuance of Shares to a Participant contingent upon the attainment of one or more specified Performance Goals over such period as the Committee may specify, and (b) contains such other terms and conditions as the Committee may specify. If the terms of a Performance Award provide for payment in the form of Shares, for purposes of Section 5.03, the Performance Award shall be deemed to cover a number of Shares equal to the maximum number of Shares that may be issued upon payment of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a calendar year shall not exceed $2,000,000. 9.02 Other Stock-Based Awards. The Committee may in its discretion grant, stock- based awards (including awards based on dividends) of a type other than those otherwise provided for in the Plan, including the offer for sale or issuance of unrestricted Shares. Other Stock-Based Awards shall cover such number of Shares and have such terms and conditions as the Committee shall determine, including terms that condition the payment or vesting the Other Stock-Based Award upon the achievement of one or more Performance Goals. 9.03 Dividends and Dividend Equivalents. The terms of an Award other than an Option may provide a Participant with the right, subject to such terms and conditions as the Committee may specify in the Award Agreement, to receive dividend payments or dividend equivalent payments with respect to Shares covered by such Award, which payments (a) may be either made currently or credited to an account established for the Participant, (b) may be made contingent upon the achievement of one or more Performance Goals, and (c) may be settled in cash or Shares, as determined by the Committee; provided, however, that in no event shall any dividends or dividend equivalents be paid out with respect to any unvested Performance Awards.
ARTICLE X CHANGES IN CAPITALIZATION AND OTHER MATTERS 10.01 No Corporate Action Restriction. The existence of the Plan, any Award Agreement and/or the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Corporation to make or authorize (a) any adjustment, recapitalization, reorganization or other changes in the Corporation’s or any Subsidiary’s or Affiliate’s capital structure or its business, (b) any merger, consolidation or change in the ownership of the Corporation or any Subsidiary or Affiliate, (c) any issue of bonds, debentures, preferred capital or prior preference stocks ahead of or affecting the Corporation’s or any Subsidiary’s or Affiliate’s capital stock or the rights thereof, (d) any dissolution or liquidation of the Corporation or any Subsidiary or Affiliate, (e) any sale or transfer of all or any part of the Corporation’s or any Subsidiary’s or Affiliate’s assets or business, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary or Affiliate. No Participant, beneficiary or any other person shall have any claim against any member of the Board or the Committee, the Corporation, or any Subsidiary, Affiliate or any Employees, officers, shareholders or agents of the Corporation or any Subsidiary or Affiliate, as a result of any such action. 10.02 Recapitalization Adjustments. In the event that the Board determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, Change in Control, exchange of Common Stock or other securities of the Corporation, or other corporate transaction or event affects the Common Stock such that an adjustment is determined by the Board to be necessary in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, the Board shall make an equitable adjustment to any or all of (i) the number of Shares or other securities of the Corporation (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the number of Shares or other securities of the Corporation ( or number and kind of other securities or property) subject to outstanding Awards, and (iii) the exercise price with respect to any Stock Option, or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award. The determination of the Committee as to the foregoing adjustments and/or substitutions, if any, will be final, conclusive and binding on Participants under this Plan. 10.03 Mergers. If the Corporation enters into or is involved in any merger, reorganization, Change in Control or other business combination with any person or entity (a “Merger Event”), the Board may, prior to such Merger Event and effective upon such Merger Event, take such action as it deems appropriate, including, but not limited to, replacing an Award with a substitute award in respect of the shares, other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any Award as of the date of the consummation of the Merger Event. Upon receipt by an affected Participant of any such substitute award (or payment) as a result of any such Merger Event, such Participant’s affected Awards for which such substitute awards were received shall
be thereupon cancelled without the need for obtaining the consent of any such affected Participant. Notwithstanding anything to the contrary in the Plan, if any Merger Event or Change in Control occurs, the Corporation shall have the right, but not the obligation, to cancel all or a portion of each Participant’s Awards and to pay to each affected Participant in connection with the cancellation of each such Award, an amount equal to the fair value of the Award. The fair value of an Option shall be deemed to be the excess, if any, of the Fair Market Value of the Shares covered by the Option over the aggregate exercise price of the Option (it being understood that, in such event, if an Option has a per share exercise price that is equal to, or in excess of, the Fair Market Value of a Share, the Option will be cancelled and terminated without the payment or consideration therefor). 10.04 Fractional Shares. No fractional shares or securities shall be issued pursuant to any adjustment made pursuant to this Article X, and any fractional shares or securities resulting from any such adjustment shall be eliminated by rounding downward to the nearest whole share or security. All determinations required to be made under this Article X shall be made by the Committee in its discretion and shall be final and binding. 10.05 Deferred Compensation; Compliance with Section 409A. It is intended that all Awards issued under this Plan be in a form and administered in a manner that will comply with the requirements of Section 409A of the Code, or the requirements of an exception to Section 409A of the Code, and the Award Agreements and this Plan will be construed and administered in a manner that is consistent with and gives effect to such intent. The Committee is authorized to adopt rules or regulations deemed necessary or appropriate to qualify for an exception from or to comply with the requirements of Section 409A of the Code. With respect to an Award that constitutes a deferral of compensation subject to Code Section 409A: (a) if any amount is payable under such Award upon a termination of service, a termination of service will be treated as having occurred only at such time the Participant has experienced a Separation from Service; (b) if any amount is payable under such Award upon a Disability, a Disability will be treated as having occurred only at such time the Participant has experienced a “disability” as such term is defined for purposes of Code Section 409A; (c) if any amount is payable under such Award on account of the occurrence of a Change in Control, a Change in Control will be treated as having occurred only at such time a “change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation” as such terms are defined for purposes of Code Section 409A, (d) if any amount becomes payable under such Award on account of a Participant’s Separation from Service at such time as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment will be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the date of the Participant’s Separation from Service or (ii) the Participant’s death, and (e) no amendment to or payment under such Award will be made except and only to the extent permitted under Code Section 409A. If any payment subject to Code Section 409A is contingent on the delivery of a release by the Participant and could occur in either of two calendar years, the payment will occur in the later year.
ARTICLE XI AMENDMENT AND TERMINATION OF THE PLAN The Board may, by resolution, at any time terminate, amend or revise the Plan with respect to any Shares as to which Awards have not been granted, subject to any required shareholder approval or any shareholder approval which the Board may deem to be advisable for any reason, such as for the purpose of obtaining or retaining any statutory or regulatory benefits under tax, securities or other laws or satisfying any applicable stock exchange listing requirements. Subject to the terms and conditions of the Plan, the Committee may modify the terms of any outstanding Awards; provided, however, that (a) no modification of an Award shall, without the consent of the Participant, alter or impair an of the Participant’s rights or obligations under such Award, and (b) subject to Article X, in no event may an Option be (i) modified to reduce the exercise price of the Option or (ii) cancelled or surrendered in consideration for cash, other Awards, or the grant of a new Option with a lower exercise price. ARTICLE XII SERVICE Neither the Plan nor the grant of any Awards hereunder nor any action taken by the Committee or the Board in connection with the Plan shall give any Eligible Person any right to be retained in the Service of the Corporation or any Affiliate. ARTICLE XIII WITHHOLDING 13.01 Payment of Withholding Taxes. (a) General Rules. The Corporation is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Corporation or a Subsidiary), or make other arrangements for the collection of, all amounts the Corporation reasonably determines are necessary to satisfy any and all federal, foreign, state and local withholding and employment related tax requirements attributable to an Award, including the grant, exercise, vesting or settlement of, or payment of dividends with respect to, an Award or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to the Corporation before taking any action, including issuing any shares of Common Stock, with respect to an Award. When withholding shares of Common Stock for taxes is effected under this Plan, it will be withheld only up to an amount based on the maximum statutory tax rates in the Participant’s applicable tax jurisdiction or such other rate that will not trigger a negative accounting impact on the Corporation. (b) Special Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require a Participant to satisfy, in whole or in part, any withholding or employment related tax obligation described in Section 13.01(a) of
this Plan by withholding shares of Common Stock underlying an Award, by electing to tender, or by attestation as to ownership of, Previously Acquired Shares, by delivery of a Broker Exercise Notice or a combination of such methods. For purposes of satisfying a Participant’s withholding or employment-related tax obligation, shares of Common Stock withheld by the Corporation or Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value on the Tax Date. ARTICLE XIV TERM OF PLAN 14.01 Effective Date of the Plan. The Plan will become effective on the Effective Date, and Awards may be granted hereunder or after the Effective Date and prior to the termination of the Plan. 14.02 Term of Plan. Unless sooner terminated, the Plan shall remain in effect for a period of five (5) years, ending on the fifth anniversary of the Effective Date. Termination of the Plan shall not affect any Awards previously granted and such Awards shall remain valid and in effect in accordance with their applicable terms and conditions and the terms and conditions of this Plan until they have been fully exercised or earned, are surrendered or by their terms expire or are forfeited. ARTICLE XV MISCELLANEOUS 15.01 Governing Law. To the extent not governed by federal law, this Plan shall be construed under the laws of the State of Washington. 15.02 Pronouns. Whenever appropriate the masculine pronoun shall include the feminine pronoun, and the singular shall include the plural. 15.03 Certificates. Notwithstanding anything to the contrary herein, to the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Shares, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or automated dealer quotation system on which the Shares are traded. 15.04 Delivery and Execution of Electronic Documents. To the extent permitted by applicable law, the Corporation may: (a) deliver by email or other electronic means (including posting on a website maintained by the Corporation or by a third party under contract with the Corporation) all documents relating to this Plan or any Award hereunder (including prospectuses required by the Securities and Exchange Commission) and all other documents that the Corporation is required to deliver to its security holders (including annual reports and proxy statements), and (b) permit Participants to use electronic, internet or other non-paper means to execute applicable Plan documents (including Award Agreements) and take other actions under this Plan in a manner prescribed by the Committee.
15.05 Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Corporation of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Committee, regardless of when the instrument, certificate or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board or Committee consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents. 15.06 No Representations or Warranties Regarding Tax Effect; No Obligation to Minimize or Notify Regarding Taxes. Notwithstanding any provision of this Plan to the contrary, the Corporation and its Subsidiaries, the Board, and the Committee neither represent nor warrant the tax treatment under any federal, state, local, or foreign laws and regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any Award granted or any amounts paid to any Participant under this Plan including, but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties, and interest under the Tax Laws and have no duty or obligation to minimize the tax consequences of an Incentive Award to the holder of such Award. The Corporation will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising an Award. Furthermore, the Corporation will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. 15.07 Unfunded Plan. Participants will have no right, title or interest whatsoever in or to any investments that the Corporation or its Subsidiaries may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Corporation or any Subsidiary under this Plan, such right will be no greater than the right of an unsecured general creditor of the Corporation or the Subsidiary, as the case may be. All payments to be made hereunder will be paid from the general funds of the Corporation or the Subsidiary, as the case may be, and no special or separate fund will be established and no segregation of assets will be made to assure payment of such amounts except as expressly set forth in this Plan. Approved by the WaFd, Inc. Board of Directors on November 12, 2024 Effective Date: February 11, 2025
FORM OF RESTRICTED STOCK GRANT AGREEMENT WAFD, INC. (2025 Incentive Plan) THIS AGREEMENT is made this ___________ (hereinafter referred to as the “Date of Grant”) by and between WaFd, Inc. (the “Company”) and __________________, an employee of the Company (the “Employee”). WHEREAS, the employee is currently the –__________________________ of the Company; and WHEREAS, the Company desires to grant the Employee _________ shares of restricted common stock, as described herein, pursuant to the Washington Federal, Inc. 2020 Incentive Plan (the “Plan”) Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. NOW, THEREFORE, in consideration of the mutual covenant hereinafter set forth and for other good and valuable consideration, the Company and the Employee agree as follows: 1. Restricted Stock Grant. The Company hereby grants to Employee an award consisting of a total of [____]shares of common stock, $1.00 par value per share, of the Company, upon the terms and conditions contained in this Agreement and the Plan (“Restricted Stock Award”). 2. Restriction Period. The maximum restriction period applicable to the Restricted Stock Award granted hereunder is ten (10) years, except as otherwise provided herein. [Time based vesting: 20% of the shares of Restricted Stock vest on each anniversary of the Grant Date (to be modified if different vesting schedule applies)] [Performance based vesting: Performance Conditions to be set by the Compensation Committee. Performance conditions may be based on one or more business criteria that apply to Employee or Company and may include, by way of example and without limitation, earnings per share, total shareholder return, return on equity, net income, net revenue, net loans, share price performance, asset performance, expense level improvement, or implementing or completion of critical projects.] If the service of the Employee is terminated prior to the date any Restricted Stock Award is vested for any reason (except as specifically provided in Sections 3 and 4 below), the Employee shall forfeit the right to any shares of the Restricted Stock Award that have not theretofore been earned and vested. Any stock dividends paid in respect of unvested Restricted Stock Award shall be treated as additional Restricted Stock and shall be subject to the same restrictions and other terms and conditions that apply to the unvested Restricted Stock in respect of which such stock dividends are issued. 3. Death and Disability. Notwithstanding Section 2 above, all shares of the Restricted Stock Award shall be deemed to be vested and unrestricted and shall be distributed to the Employee or his heirs, as applicable, in the event that the service of the Employee terminates due to death or “Disability,” as defined in the Plan, as of the Employee’s last day of service with the Company. 4. Change in Control. Notwithstanding Section 2 above, all shares of the Restricted Stock Award shall be deemed to be vested and unrestricted and shall be distributed to the Employee in the event of a “Change in Control” of the Company, as defined in the Plan, as of the effective date of such Change in Control.
5. Delivery of Stock. Whenever shares of the Restricted Stock Award are released from restriction, the Company shall, subject to the implementation of an arrangement between the Company and the Employee to effect all necessary tax withholdings, deliver a certificate to the Employee or issue to the Employee in uncertificated or book entry form for such unrestricted shares, reflecting any applicable restrictions under federal securities laws. The Company shall follow all requisite procedures to deliver such shares to the Employee; provided, however, that such delivery may be postponed to enable the Company to comply with any applicable procedures, regulation or listing requirements of any governmental agency, stock exchange or regulatory agency. 6. Shareholders Rights. Employee will not be paid cash dividends on unvested shares of the Restricted Stock Award until such shares have vested as set forth herein. Employee shall have the same voting rights with respect to unvested Restricted Shares as holders of Common Stock. 7. Employment at Will. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE PLAN, AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OR SERVICE WITH THE COMPANY FOR ANY PERIOD AT ALL, AND SHALL NOT INTERFERE WITH THE EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE EMPLOYEE’S RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE. By your signature and the Company’s signature below, you and the Company agree that these restricted shares are granted under and governed by the terms and conditions of the Plan, as amended and this Agreement, all of which are attached and made a part of this document. WAFD, INC. EMPLOYEE _____________________________ __________________________ Brent Beardall President & Chief Executive Officer
FORM OF NOTICE OF RESTRICTED STOCK UNIT GRANT UNDER THE WAFD, INC. 2025 STOCK INCENTIVE PLAN WaFd, Inc., a Washington corporation (the “Company”), hereby grants to the individual named below (the “Participant”) the number of Restricted Stock Units (as defined in the Plan) set forth below (the “Restricted Stock Units” or “RSUs”). The Restricted Stock Units are subject to all of the terms and conditions set forth herein, in the Restricted Stock Unit Award Agreement attached hereto (the “Award Agreement”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This Restricted Stock Unit grant has been made as of the grant date indicated below, which shall be referred to as the “Grant Date”. Grant ID: [Insert Grant ID number] Participant Name: [Insert Participant Name] Grant Date: [Insert Grant Date] Number of Restricted Stock Units: [Insert Number of underlying Shares], Vesting Commencement Date: [Insert Vesting Commencement Date] Expiration Date: [Insert Expiration Date] 1. Grant of RSUs. Effective as of the Grant Date, the Company hereby grants to the Participant the number of restricted stock units (“RSUs”) set forth in the table above, each of which, once vested pursuant to this Agreement, will be settled in one (1) share of the Company’s common stock, par value $1.00 per share, of the Corporation (the “Common Stock”), according to the terms and subject to the conditions hereinafter set forth and as set forth in the Plan. 2. Vesting Conditions. The RSUs will vest and such vested RSUs will be converted into shares of Common Stock [in three (3) annual installments, beginning on the one-year anniversary of the Vesting Commencement Date, provided, however, that the Participant remains continuously employed by or provides services to the Company or any Subsidiary through the applicable vesting date]. [in accordance with the following table, which sets forth the vesting dates and the number of RSUs that will become fully vested on such dates, provided, however, that the Participant remains continuously employed by or provides services to the Company or any Subsidiary through the applicable vesting date: Vesting Date RSUs Vesting on Such Date ___________________ _______ ___________________ _______ ___________________ _______ ___________________ _______] 3. Miscellaneous. This RSU grant will be null and void unless the Participant accepts the grant by executing it in the space provided below and returning such original execution copy to the Company or otherwise
2 indicating affirmative acceptance of the RSU grant electronically pursuant to procedures established by the Company and/or its third-party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Notice of Restricted Stock Unit Grant (this “Grant Notice”), the Award Agreement, and the Plan. As an express condition to the grant of the RSU hereunder, the Participant agrees to be bound by the terms of this Notice, the Award Agreement, the Plan and the Plan Prospectus. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 7.12 thereof. This Notice, the Award Agreement, and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of this Restricted Stock Unit award and supersede all prior agreements, arrangements, plans and understandings. This Notice (which includes the attached Award Agreement) may be executed in two counterparts each of which will be deemed an original and both of which together will constitute one and the same instrument. * * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Notice of Restricted Stock Unit Grant. WAFD, INC. By: _____________________ Name: Title: [EMPLOYEE NAME] By: _____________________ Name:________________________ Date: _________________________
1 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Notice of Restricted Stock Unit Grant (the “Grant Notice”) to which this Restricted Stock Unit Award Agreement (this “Agreement”) is attached and which such Grant Notice is included in and part of this Agreement, and subject to the terms of this Agreement and the WaFd, Inc. 2025 Stock Incentive Plan (as may be amended from time to time, the “Plan”), WaFd, Inc. (the “Company”), and the Participant named in the Grant Notice (the “Participant”) agree as follows. 1. Incorporation of Plan; Definitions. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement will be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement or in the Grant Notice will have the same meanings as set forth in the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is not authorized by or is inconsistent with the terms of the Plan, the terms of the Plan will prevail. The Committee will have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision will be binding and conclusive upon the Participant and his or her legal representatives in respect of any questions arising under the Plan or this Agreement. A copy of the Plan and the Plan Prospectus has been delivered to the Participant together with this Agreement. 2. Grant of RSUs. The Company hereby grants to the Participant that number of RSUs as set forth in the Grant Notice, subject to adjustment as provided in the Plan, and each of which, once vested pursuant to this Agreement, will be settled by the delivery of one share of Company Common Stock (or the equivalent cash payment as described in Section 4 below) for each vested RSU, subject to the terms, conditions and restrictions set forth below and in the Plan. 3. Vesting and Conditions to Issuance of Common Stock; Forfeiture; Expiration. 3.1 Vesting Condition. Except as otherwise provided in this Section 3 of this Agreement or the Plan, the RSUs will vest in the amounts and on the date(s) or upon the occurrence of the events as indicated in Section 2 of the attached Grant Notice (each a “Vesting Date” and RSUs that have vested as of a Vesting Date are “Vested RSUs”). 3.2 Effect of Termination of Employment or Other Service. (a) In the event of a termination of the Participant’s Service (i) by the Company for Cause or (ii) by the Participant for any reason other than death or Disability (a “Non-Qualifying Reason”), all RSUs, whether vested or unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. (b) In the event of the Participant’s termination of Service by reason of death or Disability (a “Qualifying Termination”), all outstanding but non-vested RSUs then held by the Participant shall be deemed to be vested, and shall become Vested RSUs hereunder. 3.3 Effect of Change in Control. Upon a Change in Control, all outstanding but non-vested RSUs then held by the Participant shall be deemed to be vested as of the effective date of such Change in Control. 3.4 Expiration. On the Expiration Date, all RSUs, whether vested or unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.
2 4. Settlement; Issuance of Common Stock. 4.1 Timing and Manner of Settlement. Vested RSUs will be settled in shares of Company Common Stock, which the Company will issue and deliver to the Participant (either by delivering one or more certificates for such shares (which may be electronic) or by entering such shares in book entry form in the name of the Participant, or depositing such shares for the Participant’s benefit with any broker with which the Participant has an account relationship or the Company has engaged to provide such services under the Plan, as determined by the Company in its sole discretion), within seventy four (74) days following the vesting date, except to the extent that shares of Common Stock are withheld to pay tax withholding obligations pursuant to Section 6 of this Agreement or the Participant has properly elected to defer income that may be attributable to such RSUs under a Company deferred compensation plan or arrangement. If an RSU vests due to a Change in Control, the Vested RSUs will be settled by the Company immediately prior to the Change in Control, except to the extent that shares of Common Stock are withheld to pay tax withholding obligations pursuant to Section 6 of this Agreement or the Participant has properly elected to defer income that may be attributable to such RSUs under a Company deferred compensation plan or arrangement. Payment of amounts under this Agreement (by issuance of shares of Common Stock or otherwise) is intended to comply with the requirements of an exception to Section 409A of the Code and this Agreement shall in all respects be administered and construed to give effect to such intent. The Committee in its sole discretion may accelerate or delay the distribution of any payment under this Agreement to the extent allowed under Section 409A of the Code. 5. Rights of Participant. 5.1 Employment at Will. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE PLAN, AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OR SERVICE WITH THE COMPANY FOR ANY PERIOD AT ALL, AND SHALL NOT INTERFERE WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE PARTICIPANT’S RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE. 5.2 Rights as a Stockholder. The Participant will have no rights as a stockholder with respect to shares of Common Stock covered by the RSUs unless and until the Participant becomes the holder of record of such shares of Common Stock issued in settlement of the RSUs. 5.3 Restrictions on Transfer. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, no right or interest of the Participant in the RSUs prior to the settlement of the RSUs will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. Any attempt to transfer, assign or encumber the RSUs other than in accordance with this Agreement and the Plan will be null and void and the RSUs for which the restrictions have not lapsed will be forfeited and immediately returned to the Company. 6. Withholding Taxes. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company, or make other arrangements for the collection of), all amounts the Company reasonably determines are legally required amounts necessary to satisfy any and all federal, foreign, state and local withholding and employment related tax requirements attributable to the settlement of the RSUs, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock, with respect to the RSUs. The Committee may, in its sole
3 discretion and upon terms and conditions established by the Committee, permit or require the Participant to satisfy, in whole or in part, any withholding or employment related tax obligation in connection with the RSUs by withholding shares of Common Stock issuable upon settlement of the RSUs. When withholding shares of Common Stock or cash for taxes is effected under this Agreement and the Plan, it will be withheld only up to an amount based on the maximum statutory tax rates in the Participant’s applicable tax jurisdiction or such other rate that will not trigger a negative accounting impact on the Company. 7. Miscellaneous. 7.1 Adjustments. The RSUs may be adjusted or terminated in any manner as contemplated by Article X of the Plan. 7.2 Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax- Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the settlement of the RSUs and (b) does not commit to structure the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. 7.3 Compliance with Law. The settlement of the RSUs shall be subject to compliance by the Company and the Participant with all applicable laws, including the requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. The Company may not settle the RSUs in shares of Common Stock if such settlement would violate any applicable Federal or state securities laws or other laws or regulations. The Participant understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. 7.4 Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Executive Officer at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time. 7.5 Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Washington without regard to conflict of law principles. 7.6 Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. 7.7 Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution. 7.8 Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
4 7.9 Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the RSUs in this Agreement does not create any contractual right or other right to receive any RSUs or other awards in the future. Future awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company. 7.10 Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the RSUs subject to all of the terms and conditions of the Plan, the Grant Notice and this Agreement. 7.11 Non-Negotiable Terms. The terms of this Agreement and the RSUs are not negotiable, but the Participant may refuse to accept the RSUs by notifying the Company’s CEO in writing within thirty (30) days after the Grant Date set forth in the Grant Notice. 7.12 Acknowledgement by the Participant. In accepting the RSUs, the Participant hereby acknowledges that: (a) The Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan. (b) The grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past. (c) All decisions with respect to future RSUs award grants, if any, will be at the sole discretion of the Company. (d) The Participant is voluntarily participating in the Plan. (e) The award of RSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and which is outside the scope of the Participant’s employment contract, if any. (f) The award of RSUs is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company. (g) The award of RSUs or this Agreement will not be interpreted to form an employment contract with the Company. (h) The future value of the shares of Common Stock subject to the RSUs is unknown and cannot be predicted with certainty and if the RSUs vest and the shares of Common Stock become issuable in accordance with the terms of this Agreement, the value of those shares of Common Stock may increase or decrease. (i) In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or shares
5 of Common Stock acquired upon settlement of the RSUs resulting from termination of employment by the Company (for any reason whatsoever and whether or not in breach of applicable labor laws) and the Participant hereby irrevocably releases the from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the RSUs, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. (j) In the event of termination of the Participant’s employment with the Company (whether or not in breach of local labor laws), the Participant’s right to receive the RSUs and vest in the RSUs under the Plan, if any, will terminate effective as of the date of termination of his or her active employment as determined in the sole discretion of the Committee and will not be extended by any notice of termination of employment or severance period provided to the Participant by contract or practice of the Company or mandated under local law and the Committee will have the sole discretion to determine the date of termination of the Participant’s active employment for purposes of the RSUs. (k) Neither Company nor any Subsidiary is providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, acceptance of the RSUs, acquisition of shares of Common Stock upon settlement of the RSUs or any sale of such shares. (l) The Participant has been advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. (m) The Participant hereby agrees to accept electronic delivery of copies of any future amendments or supplements relating the Plan and other communications distributed to the Company’s security holders generally by email directed to the Participant’s Company email address. * * * * *
FORM OF NOTICE OF OPTION GRANT UNDER THE WAFD, INC. 2025 STOCK INCENTIVE PLAN WaFd, Inc., a Washington corporation (the “Company”), pursuant to the WaFd, Inc. 2025 Stock Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual named below (the “Participant”) a Non-Statutory Stock Option (the “Option”) to purchase from the Company that number of shares of Common Stock (the “Shares”), as indicated below at an exercise price per Share equal to the amount as indicated below (the “Exercise Price”). The Option is subject to all of the terms and conditions set forth in this Notice of Option Grant (this “Grant Notice”) and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This Option grant has been made as of the grant date indicated below, which shall be referred to as the “Grant Date.” Grant ID: [Insert Grant ID number] Participant : [Insert Participant Name] Grant Date: [Insert Grant Date] Total Number of Shares Subject to Option: [Insert Number of underlying Shares], subject to adjustment as provided in the Plan. Vesting Commencement Date: [Insert Vesting Commencement Date] Exercise Price Per Share: $[Insert Exercise Price], subject to adjustment as provided in the Plan. Expiration Date: [Insert Expiration Date], but no later than the ten (10) year anniversary of the Grant Date. Type of Option Non-Statutory Stock Option Vesting Schedule: [Insert vesting schedule] Provided, however, that the Participant remains continuously employed by or provides services to the Company or any Subsidiary through the applicable vesting date. Exercise: The Option may be exercised by the Participant in whole or in part from time to time, subject to the vesting and other conditions contained in the Plan, Exercise must be done through electronic execution of a stock option notice through the Company’s options administrator, Fidelity Brokerage Services LLC. The total purchase price of the Shares to be purchased upon exercise of the Option must be paid entirely (i) in cash or cash equivalent [insert if permitted: or (ii) tender, or attestation as to ownership, of Previously Acquired Shares; (iii) a Broker Exercise Notice; or (iv) a “net
2 exercise” pursuant to Section 7.07 of the Plan, or (v) a combination of such methods.] Withholding Taxes: Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all amounts the Company reasonably determines are necessary to satisfy any and all federal, foreign, state and local withholding and employment related tax requirements attributable to the Option, including the grant, vesting or exercise of, the Option, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any Shares upon exercise of the Option. Effect of Termination of Employment or Service Termination due to Death or Disability: In the event the Participant’s employment or service relationship with the Company and all Subsidiaries is terminated by reason of death or Disability (as defined in the Plan), the Option will remain exercisable, to the extent exercisable as of the date of such termination, for a period of twelve (12) months after such termination (but in no event after the Expiration Date). Termination for Reasons Other Than Death or Disability: In the event that the Optionee’s employment or service relationship with the Company and all Subsidiaries is terminated for any reason other than death or Disability, all rights of the Optionee under the Plan and this Agreement will immediately terminate without notice of any kind, and the Option will no longer be exercisable; provided, however, that if such termination is due to any reason other than termination by the Company or any Subsidiary for Cause (as defined in the Plan), the Option will remain exercisable to the extent exercisable as of such termination for a period of three (3) months after such termination (but in no event after the Expiration Date). Effect of Actions Constituting Cause or Adverse Action; Forfeiture or Clawback The Option is subject to the forfeiture provisions set forth in Section 3.03 of the Plan, including those applicable if the Participant is determined by the Committee to have taken any action that would constitute Cause and any forfeiture or clawback requirement under Applicable Law or any policy adopted from time to time by the Company. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THIS OPTION THE PLAN, AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OR SERVICE WITH THE COMPANY FOR ANY PERIOD AT ALL, AND SHALL NOT INTERFERE WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE PARTICIPANT’S RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE. This Option grant will be null and void unless the Participant accepts the grant by executing it in the space provided below and returning such original execution copy to the Company or otherwise indicating affirmative acceptance of the grant electronically pursuant to procedures established by the Company and/or its third-party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Notice of Option Grant (this “Grant Notice”) the Plan and the Plan Prospectus. The Participant
3 hereby agrees to accept electronic delivery of copies of any future amendments or supplements relating the Plan and other communications distributed to the Company’s security holders generally by email directed to the Participant’s Company email address. As an express condition to the grant of the Option hereunder, the Participant agrees to be bound by the terms of this Grant Notice and the Plan. In accepting the Option, the Participant hereby acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future Option grants, or benefits in lieu of Options, even if Options have been granted repeatedly in the past; (c)all decisions with respect to future Option grants, if any, will be at the sole discretion of the Company; (d)the Participant is voluntarily participating in the Plan; (e) the award of Options is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and which is outside the scope of the Participant’s employment contract, if any; (f) the award of Options is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (g)the future value of the Shares issuable upon exercise of the Option is unknown and cannot be predicted with certainty and if the Option vest and is exercised by the Participant, the value of those Shares may increase or decrease; (h) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Shares acquired upon exercise of the Option resulting from termination of employment by the Company (for any reason whatsoever and whether or not in breach of applicable labor laws) and the Participant hereby irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Option, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (i) in the event of termination of the Participant’s employment with the Company, the Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date of termination of his or her active employment as determined in the sole discretion of the Committee and will not be extended by any notice of termination of employment or severance period provided to the Participant by contract or practice of the Company or any Subsidiary or mandated under local law and the Committee will have the sole discretion to determine the date of termination of the Participant’s active employment for purposes of the Option; and (j) neither the Company nor any Subsidiary is providing any tax, legal or financial advice, nor is the Company or any Subsidiary making any recommendations regarding the Participant’s participation in the Plan, acceptance of the Option, acquisition of Shares upon vesting and exercise of the Option or any sale of such Shares. WAFD, INC. Participant ________________________________ ________________________________ By: [Name of Officer] [Name of Participant] Title: [Title of Officer] 164402343.1