STOCK OPTION AGREEMENT
PEOPLES BANCORP INC. NON-EMPLOYEE DIRECTOR
1998 Peoples Bancorp Inc. Stock Option Plan
(Non-Qualified 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. 1998 Stock Option Plan (the "PLAN") on December 11, 1997; 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 9, 1998; 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 ____________ (converted
to ____________ COMMON SHARES of the COMPANY on and after April 13, 1998,
pursuant to a 3-for-2-stock split), 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.
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The COMPANY hereby grants to the OPTIONEE an option (the "OPTION")
to purchase ____________ COMMON SHARES of the COMPANY (converted to
________________________ COMMON SHARES of the COMPANY on and after April 13,
1998, pursuant to a 3-for-2-stock split). 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.
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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 (converted to $_____ per share on and after April 13,
1998, pursuant to a 3-for-2-stock split), 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 the COMPANY or the shareholders 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.
SECTION 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.
SECTION 4 Assignability of the OPTION.
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With the permission of the Committee, the OPTIONEE may transfer this
OPTION to a revocable inter-vivos trust as to which the OPTIONEE is the
settlor, or may transfer this OPTION to a "Permissible Transferee." A
Permissible Transferee is defined as any member of the immediate family of
the OPTIONEE, any trust, whether revocable or irrevocable, solely for the
benefit of members of the OPTIONEE's immediate family, or any partnership
whose only partners are members of the OPTIONEE's immediate family. Any
such Permissible Transferee shall remain subject to all of the terms and
conditions applicable to this OPTION and subject to the rules and regulations
prescribed by the Committee. This OPTION may not be retransferred by a
Permissible Transferee except by will or the laws of descent and distribution,
and then only to another Permissible Transferee. Other than described above,
this OPTION may not be transferred except by will or the laws of descent and
distribution and, during the lifetime of an OPTIONEE to whom granted, may be
exercised only by him, his guardian or legal representative.
SECTION 5 Exercise After OPTIONEE Ceases to be a Director.
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Except as otherwise provided in this Section5, if the OPTIONEE ceases
to be a director of 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 the
COMPANY 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 the COMPANY
and/or any subsidiary of the COMPANY due to Cause, all of then unexercised
OPTIONS shall immediately terminate.
SECTION 6 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.
SECTION 7 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.
SECTION 8 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.
SECTION 9 Governing Law.
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This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Ohio.
SECTION 10 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.
SECTION 11 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.
SECTION 12 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.
SECTION 13 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.
SECTION 14 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.
SECTION 15 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: ____________________________________
Charles R. Hunsaker
Its: General Counsel and Secretary to the Stock Option
Committee
Date: __________________________________
OPTIONEE:
___________________________________________
Date: __________________________________