PEOPLES BANKCORP, INC.
2000 STOCK OPTION AND INCENTIVE PLAN
____________________________
Stock Option Agreement
____________________________
FOR NON-INCENTIVE STOCK OPTIONS
STOCK OPTION (the "Option") for a total of ________________ shares of
Common Stock, par value $.01 per share, of Peoples Bankcorp, Inc. (the
"Company") is hereby granted to _______________________ (the "Optionee") at the
price set forth herein, and in all respects subject to the terms, definitions
and provisions of the Peoples Bankcorp, Inc. 2000 Stock Option and Incentive
Plan (the "Plan") which has been adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby acknowledged. Such
Stock Options do not comply with Options granted under Section 422 of the
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Internal Revenue Code of 1986, as amended (the "Code").
1. Exercise Price. The exercise price per share is $_________________,
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which equals 100% of the fair market value, as determined by the Committee, of
the Common Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance with
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the Plan and the following provisions:
(i) Schedule of Rights to Exercise.
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Years of Continuous Employment Percentage of Total Shares Subject
After Date of Grant of Option to Option Which May Be Exercised
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1 20%
2 40%
3 60%
4 80%
5 100%
(ii) Method of Exercise. This Option shall be exercisable by a written
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notice which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name
the stock certificate or certificates for such
shares of Common Stock is to be registered, his address and Social
Security Number (or if more than one, the names, addresses and Social
Security Numbers of such persons);
(b) contain such representations and agreements as to the holders'
investment intent with respect to such shares of Common Stock as may
be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof, satisfactory to counsel
for the Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock owned for more than six
months, or such combination of cash and Common Stock owned for more than six
months as the Optionee elects. The certificate or certificates for shares of
Common Stock owned for more than six months as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
(iii) Restrictions on Exercise. The Option may not be exercised if the
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issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to the Company as
may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the
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Option or any installment thereof will not be effective, and no shares will
become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be transferred
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in any manner otherwise than by will or the laws of descent or distribution. The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. Notwithstanding any other terms of this
agreement, to the extent permissible under Rule 16b-3 of the Securities Exchange
Act of 1934, as amended, this Option may be transferred to the Optionee's
spouse, lineal ascendants, lineal descendants, or to a duly established trust,
provided that such transferee shall be permitted to exercise this Option subject
to the same terms and conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for more than
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ten years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
2
Date of Grant:_____________________ PEOPLES BANKCORP, INC.
2000 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By:_________________________________ _________________________________________
Authorized Member of the Committee
Witness:_________________________________
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NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
PEOPLES BANKCORP, INC.
2000 STOCK OPTION AND INCENTIVE PLAN
_______________________
Date
Treasurer
Peoples Bankcorp, Inc.
825 State Street
Ogdensburg, New York 13669
Re: Peoples Bankcorp, Inc. 2000 Stock Option and Incentive Plan
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Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock Option to
purchase _________ shares, par value $.01, of Common Stock of Peoples Bankcorp,
Inc. under and pursuant to a Stock Option Agreement dated ___________________,
20__.
Delivered herewith is a certified or bank cashier's or tellers check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$_________ of cash or check
$_________ in the form of _______ shares of Common Stock,
valued at $____ per share
$ TOTAL
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The name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person is as follows:
Name ___________________________________________________________________________
Address ________________________________________________________________________
Social Security Number _________________________________________________________
Very truly yours,
____________________________________