The Washington Stock Option Agreement between Northern Bank of Commerce and Cowling Ban corporation is a legally binding contract that outlines the terms and conditions regarding stock options granted by the Northern Bank of Commerce to Cowling Ban corporation. This agreement is crucial for facilitating the potential acquisition or merger between the two entities. Under this agreement, both parties agree to the terms and provisions related to the issuance, exercise, and termination of stock options. These stock options grant Cowling Ban corporation the right, but not the obligation, to purchase a specific number of shares of Northern Bank of Commerce stock at a predetermined price, within a specified time period. The primary purpose of this agreement is to provide Cowling Ban corporation with the opportunity to acquire a substantial ownership interest in Northern Bank of Commerce. This is often seen as an attractive incentive for Cowling Ban corporation as it allows them to align their interests with the future success and profitability of Northern Bank of Commerce. In addition to the general terms common to most stock option agreements, there might be different types of Washington Stock Option Agreements between Northern Bank of Commerce and Cowling Ban corporation, depending on the specific objectives and circumstances of the transaction. These types could include: 1. Incentive Stock Options (SOS): These are stock options that are granted with certain tax advantages to the option holder. They must meet specific criteria outlined by the Internal Revenue Service (IRS) to qualify as SOS. 2. Non-Qualified Stock Options (Nests): Unlike SOS, Nests do not offer the same tax advantages. However, they provide more flexibility in terms of eligibility and are often easier to administer. 3. Performance-Based Stock Options: This type of agreement provides stock options to Cowling Ban corporation based on achieving predetermined performance metrics or goals. For example, if Northern Bank of Commerce reaches a certain level of profitability or successfully completes certain strategic objectives, Cowling Ban corporation may be granted additional stock options. 4. Vesting Schedule: This type of agreement includes a vesting schedule that outlines the timeframe over which the granted stock options become exercisable. It may include specific milestones or time-based requirements that Cowling Ban corporation must meet before exercising their stock options. 5. Acceleration Clause: In certain circumstances, such as the occurrence of a change in control or merger, this clause allows for the immediate vesting or exercise of stock options, providing Cowling Ban corporation with potentially favorable financial opportunities. It is essential for both Northern Bank of Commerce and Cowling Ban corporation to seek legal advice and carefully review the specific terms and conditions within the Washington Stock Option Agreement to ensure compliance with relevant laws and regulations before entering into this agreement.