EXHIBIT 4(b)
PEOPLES SAVINGS BANK OF TROY
STOCK OPTION PLAN
1. PURPOSE
The purpose of this Peoples Savings Bank of Troy Stock Option
Plan (the "Plan") is to enable selected officers and other key employees of
Peoples Savings Bank of Troy (the "Bank") and its subsidiaries to acquire a
proprietary interest in the Bank through the Ownership of common stock on the
Bank. Such ownership will provide such employees with a more direct stake in the
future welfare of the Bank, and encourage them to remain with the Bank and its
subsidiaries. The Plan is also intended to encourage qualified persons to seek
and accept employment with the Bank and its subsidiaries. Pursuant to the Plan,
such employees will be offered the Opportunity to acquire such common stock
through the grant of options under the Plan.
As used in this Plan, the term "subsidiary" shall mean any
present or future corporation which becomes a "subsidiary corporation" of the
Bank as the term is defined in Section 425 of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by an Employee Benefits
Committee (the "Committee") as appointed from time to time by the Board of
Directors of the Bank, which Committee shall consist of not less than three (3)
members of such Board of Directors. No director of the Bank serving as a member
of the Committee shall be eligible, at any time while serving as a member of the
Committee, to be granted options under this Plan.
In administering the Plan, the Committee may adopt rules and
regulations for carrying out the Plan. Any interpretation or decision of the
Committee with regard to questions arising under the Plan made by the Committee
shall be final and conclusive. The Committee shall determine the employees to
whom, and the time or times at which, grants shall be made, the number of shares
to be included in such grants and the time or times at which stock options shall
first become exercisable.
3. SHARES OF STOCK SUBJECT TO THE PLAN
(a) MAXIMUM AMOUNT AVAILABLE. The total number of shares that
may be issued or transferred pursuant to the exercise of options under the Plan
shall not exceed seven and one-half percent (7.5%) of the final number of shares
of the $1.00 par value common stock of the Bank ("Common Stock") which shall be
issued in connection with the Conversion of the Bank from an Ohio-chartered
mutual building and savings association to an Ohio-chartered stock building and
savings association. Such shares may be authorized and unissued shares or
previously issued shares acquired or to be acquired by the Bank and, held in
treasury. Any shares subject to an option which for any reason expires or is
terminated unexercised as to such shares may again be subject to an option under
the Plan.
(b) ADJUSTMENT IN EVENT OF RECAPITALIZATION OF THE BANK. In
the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Bank, the Board of Directors
shall make an appropriate adjustment in the number and the kind of shares
covered by options, and in the option prices.
4. ELIGIBILITY
Options may only be granted to officers and other key
employees who are employed by the Bank or one of its subsidiaries ("Key
Executives"), provided that the Committee may exclude any individual from
eligibility under the Plan. An option may not be granted under this Plan to a
director of the Bank who is not an employee of the Bank.
5. DURATION OF THE PLAN
Subject to the provisions of paragraph 11, the Plan shall
remain in effect until all shares subject to or which may become subject to the
Plan shall have been purchased pursuant to the exercise of options granted under
the Plan, provided that no options may be granted after September 5, 1999.
6. TYPES OF OPTIONS
Options granted under this Plan shall be in the form of (i)
incentive stock options as defined in Section 422A of the Code, or (ii) options
not qualifying under such Section ("nonstatutory options"), or both, in the
discretion of the Committee.
7. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS
Incentive stock options shall be evidenced by stock option
agreements in such form, not inconsistent with this Plan, as the Committee shall
approve from time to time, which agreements shall be subject to the terms and
conditions set forth in paragraph 9 of this Plan and shall contain in substance
the following terms and conditions and such other terms and conditions not
inconsistent therewith as the Committee may approve;
(a) OPTION PRICE. The option price per share of the Common
Stock underlying each option shall be fixed by the Committee, but shall not be
less than 100% of the fair market value of the Common Stock at the time such
option is granted.
(b) TEN PERCENT SHAREHOLDERS. The option price per share of
the Common Stock underlying any incentive stock option granted to any individual
who, at the time of the grant, owns stock possessing more than ten percent of
the total combined voting power of all classes of stock of the Bank or any of
its subsidiary corporations shall not be less than 110% of the fair market value
of the Common Stock at the time such option is granted.
(c) ANNUAL LIMIT. The aggregate fair market value (determined
at the time the option is granted) of shares of Common Stock with respect to
which incentive stock options under the Plan (or any other plan of the Bank or a
parent or subsidiary thereof providing for the grant of incentive stock Options)
are first exercisable by an employee during any calendar year (the "Annual
Limit") shall not exceed $100,000.
(d) MEDIUM AND TIME OF PAYMENT. Stock purchased pursuant to an
option agreement shall be paid for in full at time of purchase. The purchase
price upon exercise of an option may be paid in whole or in part in (a) cash or
(b) whole shares of Common Stock evidenced by negotiable certificates, valued at
their fair market value on the date of exercise. Upon receipt of payment the
Bank shall deliver to the optionee (or other person entitled to exercise the
option) a certificate or certificates for such shares. If certificates
representing shares of Common Stock are used to pay all or part of the purchase
price of an option, the Committee shall determine acceptable methods for
tendering Common Stock and may impose such limitations and prohibitions on the
use of Common Stock to pay all or part of the purchase price of an option as it
deems appropriate. It shall be a condition to the performance of the Bank's
obligation to issue or transfer Common Stock upon the exercise of an option or
options that the optionee pay, or make provision satisfactory to the Bank for
the payment of, any taxes (other than stock transfer taxes) which the Bank is
obligated to collect with respect to the issue or transfer of Common Stock upon
such exercise.
8. TERMS AND CONDITIONS OF NONSTATUTORY OPTIONS
Nonstatutory options shall be evidenced by stock option
agreements which shall be subject to the terms and conditions set forth in
paragraph 9 of this Plan and shall contain in substance the terms and conditions
set forth in subparagraphs (a) and (d) of paragraph 7 of this Plan and such
other terms and conditions not inconsistent therewith as the Committee may
determine.
9. PROVISIONS RELATING TO OPTIONS
All options granted under this Plan shall be subject to the
following provisions;
(a) TERM. Options shall become exercisable upon the date of
grant, provided, however, that options granted prior to initial shareholder
approval of the Plan shall become exercisable upon the date of such shareholder
approval. An option shall have such term as is fixed by the Committee, provided
that (i) no incentive stock option may be exercised after
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the expiration of ten (10) years from the date of grant of such option and no
nonstatutory option may be exercised after the expiration of ten (10) years and
one day from the date of grant of such option; and (ii) no incentive stock
option granted to any individual who, at the time of the grant, owns stock of
the Bank possessing more than ten percent of the total combined voting power of
all classes of stock of the Bank or any of its subsidiary companies may be
exercised after the expiration of five years from the date of grant of such
option.
(b) PARTIAL EXERCISE. Partial exercise will be permitted from
time to time, provided that no partial exercise may result in the issuance or
transfer of less than fifty (50) shares of Common Stock.
(c) RIGHTS AS A STOCKHOLDER. A recipient of options rights
shall have no rights as a stockholder with respect to any shares issuable or
transferable upon exercise thereof until the date of issuance of a stock
certificate to him for such shares. Except as otherwise expressly provided in
the Plan, no adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.
(d) NON-ASSIGNABILITY OF OPTIONS. No option shall be
assignable or transferable by the recipient except by will or by the laws of
descent and distribution. During the life of a recipient, options shall be
exercisable only by him.
(e) EFFECT OF TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY.
No option shall be exercisable after the expiration of a period of three (3)
months from the date of termination of employment, unless such termination of
employment occurs by reason of death or disability within the meaning of Section
22(e)(3) of the Code. In the event of the death of a recipient of options while
an employee of the Bank or any subsidiary of the Bank, the unexercised portion
of options granted to the deceased employee shall be exercisable by his personal
representatives, heirs or legatees at any time prior to the expiration of two
(2) years from the date of his death. In the event of the termination of
employment of a recipient of options because of disability within the meaning of
Section 22(e)(3) of the Code, the unexercised portion of options granted to such
recipient shall expire unless exercised within one (1) year from the date of
such termination. In no event shall an option be exercisable after the
expiration of the term of the option fixed by the Committee pursuant to
subparagraph (a) of this paragraph 9.
(f) LEAVE OF ABSENCE. In the case of a recipient on an
approved leave of absence, the Committee may, if it determines that to do so
would be in the best interests of the Bank, provide in a specific case for
continuation of options during such leave of absence, such continuation to be on
such terms and conditions as the Committee determines to be appropriate, except
that in no event shall an option be exercisable after the expiration of the term
of the option fixed by the Committee pursuant to subparagraph (a) of this
paragraph 9.
10. AMENDMENT TO THE PLAN
The Board of Directors shall have the right to amend the Plan
(including, without limitation, the amount of the Annual Limit to the extent
permitted by the provisions of the Code relating to incentive stock options) or
suspend or terminate the Plan at any time; provided, however, that no such
action shall affect or in any way impair the rights of a recipient under any
option theretofore granted under the Plan; and provided, further, that unless
first duly approved by the holders of stock entitled to vote thereon at a
meeting (which may be the annual meeting) duly called and held for such purpose,
no amendment or change shall be made in the Plan (a) increasing (except as
provided in subparagraph (b) of paragraph 3 of this Plan) the total number of
shares which may be issued or transferred under the Plan; (b) changing the
minimum purchase price hereinbefore specified for the shares subject to options;
(c) changing the maximum period during which options may be exercised; or (d)
extending the period during which options may be granted under the Plan beyond
September 5, 1999.
11. USE OF PROCEEDS
The proceeds from the sale of Common Stock pursuant to options
granted under the Plan shall constitute general funds of the Bank.
13. GENERAL RESTRICTION
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Each option granted under the Plan shall be subject to the
requirement that, if at any time the Board of Directors shall determine, in its
discretion, that the listing, registration, or qualification of the shares
issuable or transferable upon exercise thereof upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such option or the issue or transfer of shares thereunder,
such option may not be exercised or granted in whole or in part unless such
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Board of
Directors.
14. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective, subject to shareholder approval,
as of the first date on which both the subscription and community offerings of
Common Stock in connection with the conversion of the Bank from an
Ohio-chartered stock building and savings association to an Ohio-chartered
mutual building and savings association are closed.
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