EXHIBIT 10(j)
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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
(Incentive Stock Options)
THIS AGREEMENT is made to be effective as of November 10,
1994, by and between Peoples Bancorp Inc., an Ohio corporation
(the "COMPANY"), and _______________ (the "OPTIONEE").
WITNESSETH:
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WHEREAS, the Board of Directors of Peoples Bancorp Inc., a
Delaware corporation ("PEOPLES DELAWARE"), adopted the Peoples
Bancorp Inc. 1993 Stock Option Plan (the "PLAN") on January 21,
1993; and
WHEREAS, the stockholders of PEOPLES DELAWARE, upon the
recommendation of the Board of Directors of PEOPLES DELAWARE,
approved the PLAN at the Annual Meeting of Stockholders of
PEOPLES DELAWARE held on April 6, 1993; and
WHEREAS, pursuant to Section 2.04(a) of the Agreement of
Merger, dated as of March 4, 1993, between PEOPLES DELAWARE and
the COMPANY, the COMPANY assumed the PLAN and all of the
obligations of PEOPLES DELAWARE thereunder effective as of May
3, 1993, the effective date of the merger of PEOPLES DELAWARE
with and into the COMPANY; and
WHEREAS, pursuant to the provisions of the PLAN, the Board of
Directors of the COMPANY has appointed a Stock Option Committee
(the "COMMITTEE") to administer the PLAN and the COMMITTEE has
determined that an option to acquire common shares, without par
value (the "COMMON SHARES"), of the COMPANY should be granted to
the OPTIONEE under 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 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 $23.375 per share (being 100% of the Fair Market
Value (as that term is defined in the PLAN) for the COMMON
SHARES of the COMPANY on the date of this Agreement), subject to
adjustment as provided herein.
(B) Exercise of the OPTION. The OPTION may not be exercised
until the OPTIONEE shall have completed twenty-four months of
continuous employment with the COMPANY and/or its subsidiaries
immediately following the date hereof. Thereafter, the OPTION
may be exercised as follows:
i) at any time after such twenty-four-month period, as to
twenty-five percent (25%) of the COMMON SHARES subject
to the OPTION;
ii) at any time after thirty-six months from the date of this
Agreement, as to an additional twenty-five percent
(25%) of the COMMON SHARES subject to the OPTION;
iii) at any time after forty-eight months from the date of
this Agreement, as to an additional twenty-five percent
(25%) of the COMMON SHARES subject to the OPTION; and
iv) at any time after sixty months from the date of this
Agreement, as to an additional twenty-five percent
(25%) 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 COMMITTEE may, but shall not
be required to (unless otherwise provided in this Agreement),
accelerate the schedule of the time or times when the OPTION may
be exercised.
The grant of this OPTION shall not confer upon the OPTIONEE
any right to continue as an employee of the COMPANY or of any
subsidiary of the COMPANY nor limit in any way the right of the
COMPANY or of any such subsidiary to terminate the status of the
OPTIONEE as an employee in accordance with law or the COMPANY's
or the subsidiary's, as appropriate, 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
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 ten 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. Acceleration of OPTIONS.
(A) In the event that the COMPANY shall enter into an
agreement to consolidate with, merge into, or transfer all or
substantially all of the COMPANY's assets to, another
corporation or corporations (each, an "ACCELERATION EVENT"),
then the OPTION shall become exercisable during the twenty (20)
days immediately prior to the scheduled consummation of the
ACCELERATION EVENT with respect to the full number of the COMMON
SHARES subject to the OPTION. Upon consummation of the
ACCELERATION EVENT, the OPTION, whether or not then fully
exercised, shall terminate and cease to be exercisable, unless
assumed by the successor corporation.
(B) The grant of the OPTION shall not affect in any way the
right of the COMPANY to consolidate with, merge into, or
transfer all or substantially all of its assets to, another
corporation or corporations.
5. 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.
6. Exercise After OPTIONEE Ceases to be an Employee.
(A) If the OPTIONEE's employment with the COMPANY and its
subsidiaries terminates for any reason other than the death,
retirement (as defined under the provisions of any retirement
plan of the COMPANY or any subsidiary of the COMPANY) or
permanent disability of the OPTIONEE, the portion of the OPTION
which has not yet become exercisable in accordance with Section
2(B), shall immediately terminate. If the OPTIONEE's employment
with the COMPANY and its subsidiaries terminates by reason of
the death, retirement or permanent disability of the OPTIONEE,
the OPTION shall become exercisable with respect to the full
number of COMMON SHARES subject to the OPTION.
(B) The exercisable portion of the OPTION shall also terminate
effective immediately upon termination of employment except in
the following circumstances:
i) If the termination was due to retirement under the
provisions of any retirement plan of the COMPANY or any
subsidiary of the COMPANY or was because of permanent
disability, the OPTION may be exercised on or before
the earlier of the expiration of the OPTION or three
months following such termination.
ii) If the termination was due to the death of the OPTIONEE
and the OPTIONEE was an employee of the COMPANY and/or any
subsidiary of the COMPANY at the time of the OPTIONEE's
death, the OPTION may be exercised on or before the
earlier of the expiration of the OPTION or one year
following the date of death.
7. 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.
8. 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.
9. 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.
10. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Ohio.
11. 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.
12. 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.
13. 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 45750-0738
(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 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.
14. 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.
15. 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.
16. 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.,
an Ohio corporation
By: ___________________________________
Its: ___________________________________
OPTIONEE:
_______________________________________
Name
_______________________________________
Street Address
_______________________________________
City, State and Zip Code
_______________________________________
Social Security Number