EXHIBIT 10(l)
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PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1995
STOCK OPTION AGREEMENT
SUBSIDIARY DIRECTOR
1995 Peoples Bancorp Inc. Stock Option Plan
(Non-Qualified Stock Options)
THIS AGREEMENT is made to be effective as of April 4, 1995, 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 the COMPANY adopted the
Peoples Bancorp Inc. 1995 Stock Option Plan (the "PLAN") on
January 19, 1995; and
WHEREAS, the shareholders of the COMPANY, upon the
recommendation of the COMPANY's Board of Directors, approved the
PLAN at the Annual Meeting of Shareholders held on April 4,
1995; and
WHEREAS, pursuant to the provisions of the PLAN, directors of
subsidiaries of the COMPANY nor employees of the COMPANY or any
of its subsidiaries ("SUBSIDIARY DIRECTORS") are to be granted
options to acquire common shares (the "COMMON SHARES") of the
COMPANY in accordance with the provision of the PLAN; and
WHEREAS, pursuant to the provisions of the PLAN, the OPTIONEE,
who is a SUBSIDIARY DIRECTOR, is to be granted an option to
acquire _______________________ COMMON SHARES of the COMPANY,
effective on April 4, 1995, 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:
SECTION 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").
SECTION 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 $22.50 per share subject to further adjustment
as provided herein.
(B) Exercise of the OPTION. The OPTION may be exercised no
earlier than six months from the date of this Agreement.
In the event the COMPANY shall consolidate with, merge into, or
transfer all or substantially all of its assets (an "ACQUISITION
TRANSACTION") to another corporation or corporations, then the
OPTION shall become exercisable in full, whether or not then
exercisable by its terms, immediately upon consummation of the
ACQUISITION TRANSACTION.
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 any subsidiary of the COMPANY
nor limit in any way the right of any subsidiary of the COMPANY
or the COMPANY to terminate his status as a director of such
subsidiary in accordance with law or the subsidiary'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.
SECTION 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.
SECTION 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.
SECTION 5 Exercise After OPTIONEE Ceases to be a Director.
Except as otherwise provided in this Section 5, if the OPTIONEE
ceases to be a director of a subsidiary of the COMPANY and/or
the COMPANY for any reason other than the OPTIONEE's death or
due to an act of (i) fraud or intentional misrepresentation, or
(ii) embezzlement, misappropriation or conversion of assets or
opportunities of the COMPANY or any subsidiary ("Cause"), the
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 expiration of the term of the OPTION; provided,
however, that if the OPTIONEE shall die prior to the expiration
of the term of the OPTION, the OPTION may only be exercised on
or before the earlier of the expiration of the OPTION term or
two years following the date of death. If the OPTIONEE ceases
to be a director of a subsidiary because of death, the OPTION
may be exercised in full, whether or not then exercisable by its
terms, 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, only
on or before the earlier of the expiration of the term of the
OPTION or two years following the date of death. If the
OPTIONEE ceases to be a director of a subsidiary of the COMPANY
and/or the COMPANY due to Cause, all of his then unexercised
OPTIONS shall immediately terminate.
SECTION 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.
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 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.
SECTION 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.
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.: 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.
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 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:
_____________________________________
Mr. PBT Director
Address
City, State Zip Code
SSN: XXX-XX-XXXX