Exhibit 10(c)
Form of Peoples Bancorp Inc. 2006 Equity Plan
Nonqualified Stock Option Agreement
evidencing grant of nonqualified stock option
to director of Peoples Bancorp Inc.
PEOPLES BANCORP INC.
2006 EQUITY PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Director of PEOPLES BANCORP INC.
This Nonqualified Stock Option Agreement ("AGREEMENT") is made
to be effective as of __________, by and between Peoples Bancorp Inc. (the
"COMPANY") and _______________ (the "OPTIONEE"). Terms appearing in bold capital
letters shall have the meanings as defined in the Peoples Bancorp Inc. 2006
Equity Plan (the "PLAN").
WITNESSETH:
Whereas, the BOARD adopted the PLAN on February 9, 2006; and
Whereas, the SHAREHOLDERS, upon the recommendation of the
BOARD, approved the PLAN at the Annual Meeting of Shareholders held on April 13,
2006; and
Whereas, pursuant to the provisions of the PLAN, a COMPANY
DIRECTOR may be granted a NONQUALIFIED STOCK OPTION to acquire shares of COMPANY
STOCK in accordance with the provisions of the PLAN;
Whereas, the OPTIONEE acknowledges that this AGREEMENT may be
amended without any additional consideration to the OPTIONEE to the extent
necessary to comply with, or avoid penalties under, Section 409A of the CODE
even if any such amendment reduces, restricts or eliminates rights granted prior
to such amendment;
Now, Therefore, in consideration of the premises, the parties
hereto make the following agreements, intending to be legally bound thereby:
Section 1 Grant of the OPTION.
The COMPANY hereby grants to the OPTIONEE a NONQUALIFIED STOCK OPTION
to purchase __________ shares of COMPANY STOCK, subject to the terms and
conditions of the PLAN and this AGREEMENT. This OPTION is not intended to
qualify as an INCENTIVE STOCK OPTION under Section 422 of the CODE.
Section 2 Terms and Conditions of the OPTION.
(A) OPTION PRICE. The OPTION PRICE to be paid by the OPTIONEE to the
COMPANY upon the exercise of the OPTION shall be $_______ per share of COMPANY
STOCK, subject to adjustment as provided in the Plan.
(B) Vesting and Exercisability of the OPTION. Subject to the OPTIONEE's
continued service as a COMPANY DIRECTOR and subject to Sections 2(C) and 3 of
this AGREEMENT and Articles X and XI of the PLAN, the OPTION shall become fully
vested and may be exercised in full on or after ____________.
(C) OPTION Term. This OPTION shall in no event be exercisable after the
expiration of ten (10) years from the date of this AGREEMENT, subject to
Articles X and XI of the PLAN.
(D) Exercise of the OPTION. In order to exercise the OPTION, the
OPTIONEE must comply with the terms and conditions set forth in Sections 5.4(c)
and (d) of the PLAN.
Section 3 Restrictions on Exercise.
Anything contained in this AGREEMENT or elsewhere to the contrary
notwithstanding:
(A) The OPTION shall be exercisable only for the purchase of any shares
of COMPANY STOCK, 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 of COMPANY STOCK subject to the 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) Unless permitted by the PLAN such shares of COMPANY STOCK
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 of COMPANY STOCK to bear a legend reflecting the applicable restrictions
on the transfer thereof.
(C) Any certificate issued to evidence shares of COMPANY STOCK as to
which the 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 OPTION
exercisable or to make transferable any shares of COMPANY STOCK purchased and
issued upon the exercise of the OPTION.
Section 4 Rights of the OPTIONEE as a SHAREHOLDER.
The OPTIONEE shall have no rights or privileges as a SHAREHOLDER with
respect to any shares of COMPANY STOCK covered by the OPTION until the date of
issuance of such shares of COMPANY STOCK to the OPTIONEE.
Section 5 OPTION subject to PLAN; PLAN as Controlling.
By entering into this AGREEMENT, the OPTIONEE agrees and acknowledges
that the OPTIONEE has received and read a copy of the PLAN. All terms and
conditions of the PLAN applicable to the 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 or conflicts with the terms
and conditions of the PLAN, the PLAN shall be deemed controlling.
Section 6 No Right to Board Membership.
The grant of this OPTION shall not (A) confer upon the OPTIONEE any
right to continue as a director of the COMPANY or any SUBSIDIARY, (B) limit in
any way the right of the COMPANY or the SHAREHOLDERS to terminate the OPTIONEE's
status as a director in accordance with law or the governing corporate documents
of the COMPANY or (C) create any obligation on the part of the BOARD or the
board of directors of the applicable SUBSIDIARY to nominate the OPTIONEE for
reelection.
Section 7 Governing Law.
This AGREEMENT shall be governed by, and construed in accordance with,
the laws of the State of Ohio without regard to the principles of conflict of
laws.
Section 8 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 9 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 10 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), and
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 made or given in
accordance with this AGREEMENT shall be deemed to have been made or given upon
receipt thereof by the addressee.
Section 11 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 12 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 13 Entire Agreement.
This AGREEMENT constitutes the entire agreement between the COMPANY and
the OPTIONEE in respect of the OPTION granted herein, and supersedes all prior
and contemporaneous agreements or understandings between the parties hereto in
connection with the OPTION granted herein. Subject to Section 12.2(b) of the
PLAN, 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. Notwithstanding the foregoing or
anything in this AGREEMENT to the contrary, this AGREEMENT may be amended
without any additional consideration to the OPTIONEE to the extent necessary to
comply with, or avoid penalties under, Section 409A of the CODE even if any such
amendment reduces, restricts or eliminates rights granted prior to such
amendment.
Section 14 Signature in Counterparts.
This AGREEMENT may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.
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
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Carol A. Schneeberger
Executive Vice President and
Secretary to the Compensation Committee
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Street Address
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City, State, and Zip Code