EXHIBIT 10(g)
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PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1995
STOCK OPTION AGREEMENT
1993 Peoples Bancorp Inc. Stock Option Plan
(Non-qualified Stock Options)
THIS AGREEMENT is made to be effective as of April 6, 1993, by
and between Peoples Bancorp Inc., a Delaware corporation (the
"COMPANY"), and __________________________ ("OPTIONEE").
WITNESSETH:
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WHEREAS, the Board of Directors of the COMPANY adopted the
Peoples Bancorp Inc. 1993 Stock Option Plan (the "PLAN") on
January 21, 1993; and
WHEREAS, the stockholders of the COMPANY, upon the
recommendation of the COMPANY's Board of Directors, approved the
PLAN at the Annual Meeting of Stockholders held on April 6,
1993; and
WHEREAS, pursuant to the provisions of the PLAN, directors of
the COMPANY who are not also employees of the COMPANY (the
"NON-EMPLOYEE DIRECTORS") are to be granted options to acquire
common shares (the "COMMON SHARES") of the COMPANY in accordance
with the provisions of the PLAN; and
WHEREAS, pursuant to the provisions of the PLAN, the OPTIONEE,
who is a NON-EMPLOYEE DIRECTOR is to be granted an option to
acquire ________________ COMMON SHARES of the COMPANY effective
on April 6, 1993, upon the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, in consideration of the premises, the parties
hereto make the following agreements, intending to be legally
bound thereby:
1) Grant of Option. The COMPANY hereby grants to the OPTIONEE
an option (the "OPTION") to purchase __________________________
COMMON SHARES of the COMPANY. The OPTION is not intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "CODE").
2) Terms and Conditions of the OPTION.
(A) OPTION Price. The purchase price (the "OPTION PRICE") to
be paid by the OPTIONEE to the COMPANY upon the exercise of the
OPTION shall be $41.00 per share, subject to adjustment as
provided herein.
(B) Exercise of the OPTION. The OPTION may be exercised as follows:
(i) At any time on or after that date which is six months
after the date of this Agreement as to twenty percent (20%)
of the COMMON SHARES subject to the OPTION.
(ii) At any time on or after the first anniversary of the
date of this Agreement as to an additional twenty percent
(20%) of the COMMON SHARES subject to the OPTION;
(iii) At any time on or after the second anniversary of the
date of this Agreement as to an additional twenty percent
(20%) of the COMMON SHARES subject to the OPTION;
(iv) At any time on or after the third anniversary of the date
of this Agreement as to an additional twenty percent
(20%) of the COMMON SHARES subject to the OPTION; and
(v) At any time on or after the fourth anniversary of the date
of this Agreement as to the remaining twenty percent
(20%) of the COMMON SHARES subject to the OPTION.
Subject to the other provisions of this Agreement, if the
OPTION becomes exercisable as to certain COMMON SHARES, it shall
remain exercisable as to those COMMON SHARES until the date of
expiration of the OPTION term.
The grant of this OPTION shall not confer upon the OPTIONEE any
right to continue as a director of the COMPANY nor limit in any
way the right of the COMPANY or the stockholders of the COMPANY
to terminate his status as a director in accordance with law or
the COMPANY'S governing corporate documents.
(C) OPTION Term. The 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,
the OPTION may be exercised by mailing or delivering to the
Stock Option Committee of the Board of Directors of the COMPANY
(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 OPTION. The notice
of exercise shall state the number of COMMON SHARES in respect
of which the OPTION is being exercised, and shall either be
accompanied by the payment of the full OPTION PRICE of such
COMMON SHARES, or shall fix a date (not more than 10 business
days from the date of the notice) for the payment of the full
OPTION PRICE of the COMMON SHARES being purchased. The OPTION
PRICE may be paid in cash, or by the transfer by the OPTIONEE to
the COMPANY of free and clear COMMON SHARES already owned by the
OPTIONEE having a Fair Market Value (as that term is defined in
the PLAN) on the exercise date equal to the OPTION PRICE, or by
a combination of cash and COMMON SHARES already owned by the
OPTIONEE equal in the aggregate to the OPTION PRICE for the
COMMON SHARES being purchased.
3) Adjustments and Changes in the COMMON SHARES subject to the
OPTION. In the event there is any change in the COMMON SHARES
resulting from stock splits, stock dividends, combinations or
exchanges of shares, or other similar capital adjustments, the
number of COMMON SHARES subject to the OPTION and the OPTION
PRICE of the optioned COMMON SHARES shall be appropriately
adjusted to reflect such change.
4) Non-Assignability of the OPTION. The OPTION shall not be
assignable or transferable except, in the event of the death of
the OPTIONEE, by the will of the OPTIONEE, or by the laws of
descent and distribution. The OPTION shall be exercisable,
during the OPTIONEE'S lifetime, only by the OPTIONEE.
5) Exercise After OPTIONEE Ceases to be a Director.
(A) Except as otherwise provided in this Section 5, the OPTION
(i) is exercisable only by the OPTIONEE, (ii) is exercisable
only while the OPTIONEE is a director of the COMPANY and then
only to the extent the OPTION has become exercisable by its
terms, and (iii) if not exercisable by its terms at the time the
OPTIONEE ceases to be a director of the COMPANY, shall
immediately expire on the date the OPTIONEE ceases to be a
director of the COMPANY.
(B) If any portion of the OPTION is exercisable by its terms
at the time the OPTIONEE ceases to be a director of the COMPANY
other than by reason of the death of the OPTIONEE, the portion
of the OPTION which is exercisable at the time the OPTIONEE
ceases to be a director must be exercised on or before the
earlier of the expiration of the OPTION term or three (3) months
following the date the OPTIONEE ceases to be a director.
(C) If the OPTIONEE ceases to be a director of the COMPANY by
reason of the death of the OPTIONEE, the portion of the OPTION
which is exercisable at the time of the OPTIONEE'S death must be
exercised by the representative or representatives of the
OPTIONEE'S estate, or the person or persons who acquired (by
bequest or inheritance) the rights to exercise the OPTION, on or
before the earlier of the expiration of the OPTION term or one
year following the date of death.
6) Restrictions on Exercise. Anything contained in this
Agreement or elsewhere to the contrary notwithstanding:
(A) The OPTION shall not be exercisable for the purchase of
any COMMON SHARES subject thereto except for:
(i) COMMON SHARES subject thereto which at the time of such
exercise and purchase are registered under the Securities
Act of 1933, as amended (the "ACT"); and
(ii) COMMON SHARES subject thereto which at the time of such
exercise and purchase are exempt or 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) COMMON SHARES subject thereto in respect of which the
laws of any state applicable to such exercise and
purchase have been satisfied.
(B) If any COMMON SHARES 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) Such COMMON 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 share certificate evidencing
such COMMON SHARES to bear a legend reflecting the applicable
restrictions on the transfer thereof.
(C) Any share certificate issued to evidence COMMON SHARES 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
COMMON SHARES purchased and issued upon the exercise of the
OPTION.
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 COMMON SHARES of the COMPANY covered by the
OPTION until the date of issuance and delivery of a certificate
to the OPTIONEE evidencing such COMMON SHARES.
8) PLAN as Controlling. 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 that any term or condition of this Agreement is
inconsistent with the terms and conditions of the PLAN, the PLAN
shall be deemed controlling.
9) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Ohio.
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.
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.
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: Stock Option Committee
138 Putnam Street
P. O. Box 738
Marietta, Ohio 45750
(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 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.
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.
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.
15) Entire Agreement. This Agreement constitutes the entire
agreement between the COMPANY and the OPTIONEE in respect of the
subject matter of this Agreement, and this Agreement supersedes
all prior and contemporaneous agreements between the parties
hereto in connection with the subject matter of this Agreement.
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:
PEOPLES BANCORP INC.
a Delaware corporation
By: __________________________________
Its:___________________________________
OPTIONEE:
______________________________________
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Pursuant to Section 2.04(a) of the Agreement of Merger, dated
as of March 4, 1993, between Peoples Bancorp Inc., a Delaware
corporation ("Peoples Delaware"), and Peoples Bancorp Inc., an
Ohio corporation ("Peoples Ohio"), Peoples Ohio hereby
assumes all of the obligations of Peoples Delaware under the
foregoing Stock Option Agreement effective as of May 3, 1993,
the effective date of the merger of Peoples Delaware with and
into Peoples Ohio.
PEOPLES BANCORP INC.
an Ohio corporation
By: ________________________________________
Its:_________________________________________