exhibit10-50.htm


    Exhibit
10.50

    


     

    SECOND
AMENDMENT

    TO

    WASHINGTON
TRUST BANCORP, INC.

    1997
EQUITY INCENTIVE PLAN

     

    A. The
Washington Trust Bancorp, Inc. 1997 Equity Incentive Plan is hereby amended as
follows:

     

    1. Section
5(a) is hereby amended by deleting the third sentence thereof and substituting
therefor the following:

     

    “If
any Award in respect of shares of Common Stock expires or is terminated
unexercised or is forfeited for any reason, the shares subject to such Award, to
the extent of such expiration, termination or forfeiture, shall again be
available for Award under the Plan, subject, however, in the case of Incentive
Stock Options, to any limitation required under the Code.  Subject to
such overall limitation, Options or SARs with respect to no more than 100,000
shares of Common Stock may be issued to any one Participant during any one
calendar year period.”

     

    2. Section
6(d) is hereby amended by deleting said subsection in its entirety and
substituting the following in lieu thereof:

     

    “(d)           Options
may be exercised in whole or in part, by giving written notice of exercise to
the Corporation, specifying the number of shares of Common Stock to be
purchased.  Payment of the option price may be made by one or more of
the following methods to the extent provided in the Option
agreement:

     

    (i)           In
cash, by certified or bank check or other instrument acceptable to the
Board;

     

    (ii)           Through
the delivery (or attestation to the ownership) of shares of Common Stock that
have been purchased by the Participant on the open market or that have been
beneficially owned by the Participant for at least six months and are not then
subject to risks of forfeiture.  Such surrendered shares shall be
valued at Fair Market Value on the date of delivery;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)           By
the Participant delivering to the Corporation a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to
the Corporation cash or a check payable and acceptable to the Corporation for
the option price; provided that in the event the Participant chooses to pay the
option price as so provided, the Participant and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements
as the Board shall prescribe as a condition of such payment procedure;
or

     

    (iv)           By
the Participant delivering to the Corporation a promissory note if the Board has
expressly authorized the loan of funds to the Participant for the purpose of
enabling or assisting the Participant to effect the exercise of his Option;
provided that at least so much of the exercise price as represents the par value
of the Common Stock shall be paid other than with a promissory note if otherwise
required by state law.

     

    Payment instruments will be received
subject to collection.  The delivery of certificates representing the
shares of Common Stock to be purchased pursuant to the exercise of a Option will
be contingent upon receipt from the Participant (or a purchaser acting in his
stead in accordance with the provisions of the Option) by the Corporation of the
full option price for such shares and the fulfillment of any other requirements
contained in the Option agreement or applicable provisions of
laws.  In the event a Participant chooses to pay the option price by
previously-owned shares of Common Stock through the attestation method, the
number of shares of Common Stock transferred to the Participant upon the
exercise of the Option shall be net of the number of shares attested
to.”

     

    3. Section
12(b) is hereby amended by deleting the fourth sentence thereof in its
entirety.

     

    4. Section
12(g) is hereby amended by deleting said section in its entirety and
substituting therefor the following:

     

    “(g)           Withholding.  The
Participant shall pay to the Corporation, or make provision satisfactory to the
Board for payment of, any taxes required by law to be withheld in respect of
Awards under the Plan no later than the date of the event creating the tax
liability.  In the Board’s discretion, the required minimum


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    tax
withholding obligations may be paid in whole or in part in shares of Common
Stock, including shares retained from the Award creating the tax obligation,
valued at their Fair Market Value on the date of delivery.  The
Corporation and its Affiliates may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to the
Participant.”

     

    B. The
effective date of this Amendment shall be April 23, 2001.

    Executed
on behalf of Washington Trust Bancorp, Inc. by its duly authorized officer this
23rd
day of April, 2001.

     

    
      
        
          
            
              	
                      WASHINGTON
      TRUST BANCORP, INC

                    	 
      
	 	 
	 	 
	
                      By:

                    	 
      /s/
      John C. Warren
	 
      	
                      John
      C. Warren

                    
	
                      Title:

                    	
                      Chairman
      & Chief Executive
Officer