STOCK OPTION AGREEMENT
PEOPLES BANCORP INC.
1995 Peoples Bancorp Inc. Stock Option Plan
(Incentive Stock Options)
THIS AGREEMENT is made to be effective as of ______________, 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 stockholders 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, 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.
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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.
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(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
$_____ 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_______________________________________. Thereafter,
the OPTION may be exercised as follows:
i) at any time after _________________________________________
of the COMMON SHARES subject to the OPTION;
ii) at any time after _________________________________________
of the COMMON SHARES subject to the OPTION;
iii) at any time after ________________________________________
of the COMMON SHARES subject to the OPTION; and
iv) at any time after _______________________________________
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.
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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. Vesting Acceleration of OPTIONS in an Acquisition Transaction.
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(A) 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 (herein referred to as "SUCCESSOR
EMPLOYER CORPORATION"), then each OPTION outstanding under the PLAN shall
become exercisable in full, whether or not then exercisable by its terms,
immediately upon consummation of the ACQUISITION TRANSACTION. As a condition
of any such ACQUISITION TRANSACTION, the COMPANY shall require that the
successor employer corporation obligate itself to continue this PLAN and to
assume all obligations under the PLAN in a manner consistent with the
provisions of Section 424(a) of the CODE. In the event that such SUCCESSOR
EMPLOYER CORPORATION terminates for any reason the employment of any OPTIONEE
who is a Key Employee, as defined by the PLAN, within the one year period
immediately following the consummation of the ACQUISITION TRANSACTION, such
OPTIONEE shall have the right to exercise his then unexercised OPTIONS during
the period ending on the earlier of the expiration of the term of the OPTIONS
or three months following the date of the OPTIONEE's termination of
employment.
(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.
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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.
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If an OPTIONEE's employment with the COMPANY and its subsidiaries terminates
for any reason other than (i) death of the OPTIONEE, (ii) the disability of
the OPTIONEE within the meaning of Section22(e)(3) of the CODE, (iii) the
retirement of the OPTIONEE under the provisions of any retirement plan of
the COMPANY and its subsidiaries, or (iv) any reason (other than for an act
of fraud or intentional misrepresentation, or embezzlement, misappropriation
or conversion of assets or opportunities of the COMPANY or any subsidiary,
hereafter referred as "CAUSE") after the OPTIONEE has been employed by the
COMPANY and/or its subsidiaries for at least 10 consecutive years prior to
the OPTIONEE's termination of employment, the portion of the OPTION which
has not yet become exercisable in accordance with Section2(B), shall
immediately terminate.
If the termination of employment of the OPTIONEE was due to
retirement under the provisions of any retirement plan of the COMPANY or any
subsidiary or if the termination of employment was due to a reason other than
for CAUSE and the OPTIONEE had been employed by the COMPANY and/or one or
more subsidiaries for at least 10 consecutive years prior to the OPTIONEE's
termination of employment, all of such OPTIONEE's OPTIONS may be exercised
in full, whether or not then exercisable in accordance with Section 2(B),
and the right of the OPTIONEE to exercise the OPTIONS shall terminate upon
the earlier to occur of the expiration of the term of the OPTIONS or three
months after the date of termination of employment.
If the termination of employment was due to the death of an OPTIONEE
who was an employee of the COMPANY and/or any subsidiary at the time of
death, such OPTIONS may be exercised in full, whether or not then exercisable
in accordance with Section 2(B), and the right of the representative or
representatives of the OPTIONEE's estate (or the person or persons who
acquire by bequest or inheritance) the right to exercise the OPTIONEE's
OPTIONS) to exercise the OPTIONS shall terminate upon the earlier to occur
of the expiration of the term of the OPTIONS or one year after the date of
death of the OPTIONEE.
If the termination of employment was due to the disability of the
OPTIONEE within the meaning of Section22(e)(3) of the CODE, such OPTIONS may
be exercised in full, whether or not then exercisable in accordance with
Section 2(B), and the right of the OPTIONEE to exercise the OPTIONS shall
terminate upon the earlier to occur of the expiration of the term of the
OPTIONS or one year after the date of termination of employment.
If the termination of employment of the OPTIONEE was due to reasons
other than for CAUSE and the OPTIONEE had not been employed by the COMPANY
and/or one or more subsidiaries for at least 10 consecutive years prior to
the OPTIONEE's termination of employment, the OPTIONEE's OPTIONS may be
exercised only to the extent then exercisable under Section 2(B) on the date
of termination of employment, and the right of the OPTIONEE to exercise the
OPTIONS shall terminate upon the earlier to occur of the expiration of the
term of the OPTIONS or three months after the date of termination of
employment.
If the termination of employment of the OPTIONEE was for CAUSE, all
OPTIONS which have not been exercised as of the date of termination of
employment shall terminate immediately as of the date of termination of
employment.
7. Restrictions on Exercise.
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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 Rule144
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.
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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.
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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.
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This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Ohio.
11. Rights and Remedies Cumulative.
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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.
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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.
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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.
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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.
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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.
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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: Secretary, Stock Option Committee
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OPTIONEE:
________________________________________
Optionee Name
_________________
Street Address
_______________________
City, State and Zip Code
______________________
Social Security Number