STOCK OPTION AGREEMENT
PEOPLES BANCORP INC. CONSULTANT/ADVISOR
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, a Consultant/Advisor
("CONSULTANT/ADVISOR") may be identified by the Stock Option Committee of
the Board of Directors of the COMPANY (the "COMMITTEE") and 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
has been identified by the COMMITTEE as a CONSULTANT/ADVISOR for the purpose
of this grant of an option to acquire ___________ COMMON SHARES of the
COMPANY, effective on __________;
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. 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, subject to further adjustment as provided
herein.
(B) Exercise of the OPTION. The OPTION may be exercised no earlier
than twenty-four months from the effective date of this Agreement.
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 grant of this OPTION shall not confer upon the OPTIONEE any right
to continue as a CONSULTANT/ADVISOR of the COMPANY limit in any way the
right of the COMPANY to terminate the status of the OPTIONEE as a
CONSULTANT/ADVISOR.
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.
(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 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 CONSULTANT/ADVISOR.
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Except as otherwise provided in this Section5, if the OPTIONEE ceases
to be a CONSULTANT/ADVISOR to 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
CONSULTANT/ADVISOR to 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 CONSULTANT/ADVISOR to 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) 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:
________________________________________
Optionee Name
________________________________________
Street Address
________________________________________
City, State and Zip Code
________________________________________
Social Security Number
Date: _________________________________