16 unchanged sentences
The Corporation maintains a code of ethics that applies to all of the Corporation’s directors, officers and employees, including the Corporation’s principal executive officer, principal financial officer and principal accounting officer.
−Removed: This code of ethics is available on the Investor Relations section of the Corporation’s website at www.washtrustbancorp.com, under the heading Corporate Governance.
+Added: This code of ethics is available on the Investor Relations section of the Corporation’s website at http://ir.washtrust.com, under the heading Corporate Governance.
Executive Compensation.
17 unchanged sentences
The actual shares issued may differ based on the attainment of performance goals.
−Removed: (4) Does not include the effect of the nonvested share units awarded under the 2003 Plan and the 2013 Plan because these units do not have an exercise price.
−Removed: (5) Consists of the 2013 Plan only, as the 2003 Plan expired in 2019 and there are no securities available for future grants under the 2003 Plan.
+Added: (4) Reflects the weighted average exercise price of outstanding stock options granted under the 2003 Plan and 2013 Plan.
+Added: Other award types do not have an exercise price and therefore, are not included.
+Added: (5) Consists of the 2013 Plan only, as there are no securities available for future grants under the 2003 Plan.
+Added: (6) On February 18, 2022, the Corporation’s Board voted that no further awards would be granted under 2013 Plan following shareholder approval of the 2022 Long Term Incentive Plan.
Certain Relationships and Related Transactions, and Director Independence.
17 unchanged sentences
3.3 Amendment to Restated Articles of Incorporation – Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 11, 2016.
−Removed: 3.4 Amended and Restated By-Laws of the Registrant – Filed as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 25, 2017.
−Removed: 4.1 Description of Equity Securities Registered Under Section 12 of the Exchange A ct - Filed as Exhibit 4.1 to the Re gistra nt ’ s Annual Report on Form 10-K for the fiscal y ear end ed December 31, 2019 .
+Added: 3.4 Amendment to Restated Articles of Incorporation - Filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q dated May 6, 202 1 .
+Added: 3.5 Amended and Restated By-Laws of the Registrant - Filed herewith.
+Added: 4.1 Description of Equity Securities Registered Under Section 12 of the Exchange Act - Filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
10.1 2003 Stock Incentive Plan as Amended and Restated - Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2009.
8 unchanged sentences
2003 Stock Incentive Plan – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.
−Removed: 10.6 Form of Restricted Stock Units Certificate under the Washington Trust Bancorp, Inc.
−Removed: 2003 Stock Incentive Plan, as amended (employees) – Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 19, 2006.
−Removed: 10.7 Form of Restricted Stock Units Certificate under the Washington Trust Bancorp, Inc.
−Removed: 2003 Stock Incentive Plan, as amended (members of the Board of Directors) – Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 19, 2006.
−Removed: 10.8 Form of Restricted Stock Agreement under the Washington Trust Bancorp, Inc.
−Removed: 2003 Stock Incentive Plan, as amended (employees) – Filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 19, 2006.
−Removed: 10.9 Form of Restricted Stock Agreement under the Washington Trust Bancorp, Inc.
−Removed: 2003 Stock Incentive Plan, as amended (members of the Board of Directors) – Filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 19, 2006.
−Removed: 10.10 Form of Restricted Stock Units Certificate and Statement of Terms and Conditions under the Washington Trust Bancorp, Inc.
−Removed: 2003 Stock Incentive Plan – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.
10.6 2013 Stock and Incentive Plan – Filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
53 unchanged sentences
10.43 Amended and Restated Wealth Management Business Building Incentive Plan, dated March 3, 2014 – Filed as Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
−Removed: 10.49 Form and terms of Executive Severance Agreement – Filed as Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
10.44 Form and terms of Change in Control Agreement – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009.
1 unchanged sentence
10.46 Terms of Change in Control Agreement with an executive officer, dated January 10, 2013 – Filed as Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
−Removed: 10.53 Terms of Deferred Stock Unit Award Agreement with certain executive officers, dated January 22, 2013 – Filed as Exhibit 10.54 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
10.47 Compensatory agreement with an executive officer, dated September 19, 2013 – Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 25, 2013.
−Removed: 10.55 Terms of Deferred Stock Unit Award Agreement with certain executive officers, dated March 3, 2014 – Filed as Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
10.48 Form of First Amendment to Change in Control Agreement – Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 5, 2014.
1 unchanged sentence
10.50 Terms of Amended and Restated Change in Control Agreement – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.
−Removed: 10.59 Terms of Deferred Stock Unit Award Agreement with certain executive officers, dated January 20, 2015 – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015.
10.51 Terms of Amended and Restated Change in Control with an executive officer, dated June 1, 2015 – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015.
10.52 Form and terms of Split-Dollar Agreement with certain executive officers – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.
−Removed: 10.62 Terms of Deferred Stock Unit Award Agreement with certain executive officers, dated January 20, 2016 – Filed as Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
10.53 Terms of Amended and Restated Change in Control with certain executive officers, dated September 22, 2016 – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
−Removed: 10.64 Terms of Deferred Stock Unit Award Agreement with certain executive officers, dated January 19, 2017 – Filed as Exhibit 10.58 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
10.54 Terms of Restricted Stock Unit Certificate with an executive officer, dated June 1, 2017 – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017.
3 unchanged sentences
10.58 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 17, 2019 - Filed as Exhibit 10.72 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
+Added: 10.59 Terms of Amended and Restated Change in Control Agreement - Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (1) (2)
10.60 Terms of Performance Share Unit Award Agreement with certain executive officers, dated March 16, 2020 - Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
+Added: 10.61 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 25, 2021 - Filed as Exhibit 10.71 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (1)(2)
10.62 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 24, 2022 - Filed herewith .
−Removed: 21.1 Subsidiaries of the Registrant – Filed as Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
+Added: 10.63 Retail Lending Growth Incentive Plan, dated March 15, 2021 - Filed herewith .
+Added: 10.64 Amended and Restated Annual Performance Plan, dated December 13, 2021 - Filed herewith .
+Added: 10.65 Amended and Restated Wealth Management Business Building Incentive Plan, dated January 24, 2022 - Filed herewit h.
+Added: 21.1 Subsidiaries of the Registrant – Filed herewit h.
23.1 Consent of Crowe LLP – Filed herewith.
−Removed: 23.2 Consent of KPMG LLP – Filed herewith.
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Filed herewith.
31 unchanged sentences
Howes, Director
−Removed: February 25, 2021 /s/ Katherine W.
−Removed: Hoxsie, Director
February 24, 2022 /s/ Joseph J.
2 unchanged sentences
McKeough, Director
−Removed: February 25, 2021 /s/ Sandra Glaser Parrillo
−Removed: Sandra Glaser Parrillo, Director
+Added: February 24, 2022 /s/ Sandra Parrillo
+Added: Sandra Parrillo, Director
February 24, 2022 /s/ John T.
2 unchanged sentences
Santos, Director
+Added: February 24, 2022 /s/ Lisa M.
+Added: Stanton, Director
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.