Exhibit 10.2
------------
PEOPLES BANCORP INC. 2002 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Director of PEOPLES BANCORP INC.
(Non-Qualified Stock Option)
This stock option agreement ("AGREEMENT") is made to be effective as of
___________, 20_____ (the "Date of the Grant"), by and between the COMPANY and
_________________ (the "OPTIONEE"). Terms in appearing in bold capital letters
shall have the meanings as defined in the Peoples Bancorp Inc. 2002 Stock Option
Plan (the "PLAN").
WITNESSETH:
Whereas, the BOARD OF DIRECTORS adopted the PLAN on February 14, 2002;
and
Whereas, the shareholders of the COMPANY, upon the recommendation of
the BOARD, approved the PLAN at the Annual Meeting of Shareholders held on April
11, 2002; and
Whereas, pursuant to the provisions of the PLAN, each member of the
BOARD OF DIRECTORS who is not an employee of the COMPANY is to be granted a
STOCK OPTION to acquire SHARES of the COMPANY in accordance with the provisions
of the PLAN;
Now, Therefore, in consideration of the premises, the parties hereto
make the following agreements, intending to be legally bound thereby:
Section 1 Grant of STOCK OPTION.
The COMPANY hereby grants to the OPTIONEE a STOCK OPTION to purchase 1,155 (ONE
THOUSAND ONE HUNDRED FIFTY-FIVE) SHARES of the COMPANY. This STOCK OPTION is not
intended to qualify as an INCENTIVE STOCK OPTION under Section 422 of the CODE.
Section 2 Terms and Conditions of the STOCK OPTION.
(A) Exercise Price. The exercise price to be paid by the OPTIONEE to the
COMPANY upon the exercise of the STOCK OPTION shall be $_____ per SHARE
(the "EXERCISE PRICE"), subject to further adjustment as provided
herein.
(B) Exercise of the STOCK OPTION. The STOCK OPTION may be exercised in full
on or after _________ (the first anniversary of the DATE OF GRANT),
subject to Section 2(C) below.
In the event of a CHANGE IN CONTROL, the STOCK OPTION shall become exercisable
in full, whether or not then exercisable by its terms, immediately upon
consummation of the CHANGE IN CONTROL.
The grant of this STOCK OPTION shall not confer upon the OPTIONEE any right to
continue as a director of the COMPANY or any SUBSIDIARY, nor limit in any way
the right of the COMPANY or the shareholders of the COMPANY to terminate the
OPTIONEE'S status as a director in accordance with law or the governing
corporate documents of the COMPANY.
(C) STOCK OPTION Term. This STOCK OPTION shall in no event be exercisable
after the expiration of ten (10) years from the date of this AGREEMENT.
(D) Method of Exercise. To the extent that it is exercisable, this STOCK
OPTION may be exercised by mailing or delivering to the COMMITTEE a
written notice of exercise, signed by the OPTIONEE, or in the event of
the death of the OPTIONEE, by such other person as is entitled to
exercise the STOCK OPTION. The notice of exercise shall state the
number of SHARES in respect of which the STOCK OPTION is being
exercised, and shall be accompanied by the payment of the full EXERCISE
PRICE of such SHARES, for the payment of the full EXERCISE PRICE of the
SHARES being purchased. The EXERCISE PRICE may be paid in cash, or by
the transfer by the OPTIONEE to the COMPANY of free and clear SHARES
already owned by the OPTIONEE and having a FAIR MARKET VALUE on the
exercise date equal to the EXERCISE PRICE, or by a combination of cash
and SHARES already owned by the OPTIONEE equal in the aggregate to the
EXERCISE PRICE for the SHARES being purchased.
Section 3 Adjustments and Changes in the SHARES subject to the STOCK OPTION.
In the event there is any change in SHARES resulting from stock splits, stock
dividends, combinations or exchanges of shares, or other similar capital
adjustments, the number of SHARES subject to the STOCK OPTION, and the EXERCISE
PRICE of the SHARES, shall be appropriately adjusted to reflect such change.
Section 4 Non-Assignability of the STOCK OPTION.
This STOCK OPTION may not be transferred or assigned other than (i) by will or
the laws of descent and distribution, or (ii) pursuant to a qualified domestic
relations order (as defined in Section 401(a)(13) of the CODE or Section
206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended.
Subject to the foregoing, during the lifetime of the OPTIONEE, this STOCK OPTION
may be exercised only by the OPTIONEE, the OPTIONEE's guardian, or the
OPTIONEE's legal representative.
Section 5 Exercise After OPTIONEE Ceases to be a Director.
(A) If the OPTIONEE ceases to be a director of the COMPANY or any
SUBSIDIARY due to (a) Death; (b) DISABILITY and the director has at
least three (3) years of continuous service; or (c) Retirement, and the
director has at least five (5) years of continuous service; then the
STOCK OPTION granted to the OPTIONEE under this Agreement may be
exercised in full, whether or not then exercisable by its terms, on or
before the earlier of
(i) expiration of the term of the STOCK OPTION, or
(ii) twelve (12) months after the date the OPTIONEE ceases to be a
director.
(B) If the OPTIONEE voluntarily ceases to be a director of the COMPANY or
any SUBSIDIARY, then only the STOCK OPTION subject to exercise
immediately prior to the termination may be exercised on or before the
earlier of
(i) expiration of the term of the STOCK OPTION, or
(ii) twelve (12) months after the date the OPTIONEE ceases to be a
director.
(C) If the OPTIONEE ceases to be a director of the COMPANY or any
SUBSIDIARY due to Cause, all unexercised STOCK OPTIONS shall
immediately terminate.
Section 6 Restrictions on Exercise.
Anything contained in this AGREEMENT or elsewhere to the contrary
notwithstanding:
(A) The STOCK OPTION shall be exercisable only for the purchase of any
SHARES which, at the time of such exercise and purchase:
(i) Are registered under the Securities Act of 1933, as amended
(the "ACT"); and
(ii) Are the subject matter of an exempt transaction or are
registered by description, by coordination or by
qualification, or at such time are the subject matter of a
transaction which has been registered by description, all in
accordance with Chapter 1707 of the Ohio Revised Code, as
amended; and
(iii) Satisfy the laws of any state applicable to such exercise and
purchase.
(B) If any SHARES subject to the STOCK OPTION are sold or issued upon the
exercise thereof to a person who, at the time of such exercise or
thereafter, is an affiliate of the COMPANY for purposes of Rule 144
promulgated under the ACT, or are sold and issued in reliance upon
exemptions under the securities laws of any state, then upon such sale
and issuance:
(i) Such SHARES shall not be transferable by the holder thereof,
and neither the COMPANY nor its transfer agent or registrar,
if any, shall be required to register or otherwise to give
effect to any transfer thereof and may prevent any such
transfer, unless the COMPANY shall have received an opinion
from its counsel to the effect that any such transfer would
not violate the ACT or the applicable laws of any state; and
(ii) The COMPANY may cause each certificate evidencing such SHARES
to bear a legend reflecting the applicable restrictions on the
transfer thereof.
(C) Any certificate issued to evidence SHARES as to which the STOCK OPTION
has been exercised may bear such legends and statements as the COMPANY
shall deem advisable to insure compliance with applicable federal and
state laws and regulations.
(D) Nothing contained in this AGREEMENT or elsewhere shall be construed to
require the COMPANY to take any action whatsoever to make the STOCK
OPTION exercisable or to make transferable any SHARES purchased and
issued upon the exercise of the STOCK OPTION.
Section 7 Rights of the OPTIONEE as a Shareholder.
The OPTIONEE shall have no rights or privileges as a shareholder of the COMPANY
with respect to any SHARES of the COMPANY covered by the STOCK OPTION until the
date of issuance and delivery of a certificate to the OPTIONEE evidencing such
SHARES.
Section 8 PLAN as Controlling.
All terms and conditions of the PLAN applicable to the STOCK OPTION which are
not set forth in this AGREEMENT shall be deemed incorporated herein by
reference. In the event any term or condition of this AGREEMENT is inconsistent
with the terms and conditions of the PLAN, the PLAN shall be deemed controlling.
Section 9 Governing Law.
This AGREEMENT shall be governed by, and construed in accordance with, the laws
of the State of Ohio.
Section 10 Rights and Remedies Cumulative.
All rights and remedies of the COMPANY and of the OPTIONEE enumerated in this
AGREEMENT shall be cumulative and, except as expressly provided otherwise in
this AGREEMENT, none shall exclude any other rights or remedies allowed by law
or in equity, and each of said rights or remedies may be exercised and enforced
concurrently.
Section 11 Captions.
The captions contained in this Agreement are included only for convenience of
reference and do not define, limit, explain or modify this AGREEMENT or its
interpretation, construction or meaning and are no way to be construed as a part
of this AGREEMENT.
Section 12 Notices and Payments.
All payments required or permitted to be made under the provisions of this
AGREEMENT, and all notices and communications required or permitted to be given
or delivered under this AGREEMENT to the COMPANY or to the OPTIONEE, which
notices or communications must be in writing, shall be deemed to have been given
if delivered by hand, or mailed by first-class mail (postage prepaid), addressed
as follows:
(A) If to the COMPANY, to:
Peoples Bancorp Inc.
Attn.: Compensation Committee
138 Putnam Street
P. O. Box 738 Marietta, Ohio 45750-0738
(B) If to the OPTIONEE, to the address of the OPTIONEE set forth at the
conclusion of this AGREEMENT.
The COMPANY or the OPTIONEE may, by notice given to the other in accordance with
this AGREEMENT, designate a different address for making payments required or
permitted to be made, and for the giving of notices or other communications, to
the party designating such new address. Any payment, notice or other
communication required or permitted to be given in accordance with this
AGREEMENT shall be deemed to have been given on the date of received by the
COMPANY if by delivered by hand, or on the date of the postmark stamped on the
envelope by the U.S. Postal Service (metered dates not being acceptable) when
placed in the U.S. Mail, addressed, and mailed as provided in this AGREEMENT.
Section 13 Severability.
If any provision of this AGREEMENT, or the application of any provision hereof
to any person or any circumstance shall be determined to be invalid or
unenforceable, then such determination shall not affect any other provision of
this AGREEMENT or the application of said provision to any other person or
circumstance, all of which other provisions shall remain in full force and
effect, and it is the intention of each party to this AGREEMENT that if any
provision of this AGREEMENT is susceptible of two or more constructions, one of
which would render the provision enforceable and the other or others of which
would render the provision unenforceable, then the provision shall have the
meaning which renders it enforceable.
Section 14 Number and Gender.
When used in this AGREEMENT, the number and gender of each pronoun shall be
construed to be such number and gender as the context, circumstances or its
antecedent may require.
Section 15 Entire Agreement.
This AGREEMENT constitutes the entire agreement between the COMPANY and the
OPTIONEE in respect of the STOCK OPTION granted herein, and supersedes all prior
and contemporaneous agreements or understandings between the parties hereto in
connection with the STOCK OPTION granted herein. No change, termination or
attempted waiver of any of the provisions of this AGREEMENT shall be binding
upon any party hereto unless contained in a writing signed by the party to be
charged.
In Witness Whereof, the parties hereto have caused this AGREEMENT to be executed
to be effective as of the date first written above.
COMPANY: OPTIONEE:
PEOPLES BANCORP INC.,
an Ohio corporation
- --------------------------------------- ------------------------------------
Secretary to the Compensation Committee Optionee Signature
------------------------------------
Street Address
------------------------------------
City, State, and Zip Code