Exhibit 10.3
THE PEOPLES BANCTRUST COMPANY, INC.
1999 STOCK OPTION PLAN
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Agreement for Incentive Stock Options
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THIS STOCK OPTION (the "Option") grants Xxxxxx X. Xxxxxxx (the "Optionee")
the right to purchase a total of 50,000 shares of Common Stock, par value $.10
per share, of The Peoples BancTrust Company, Inc. (the "Company"), at the price
set forth herein, subject to the terms, definitions and provisions of The
Peoples BancTrust Company, Inc. 1999 Stock Option Plan (the "Plan") which is
incorporated by reference herein, except as set forth herein. This Option is
intended to qualify as an incentive stock option ("ISO") under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to Section
6(b) of the Plan, to the extent that the aggregate Market Value of shares with
respect to which Options designated as ISOs first become exercisable by the
Optionee in any calendar year (under the Plan and any other plan of the Company
or any Affiliate) exceeds $100,000, such excess Options shall be treated as
Non-ISOs. The Optionee acknowledges, through signing below, the receipt of the
prospectus associated with the Plan.
1. Option Price. The Option price per share is $15.375, 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. Vesting and Exercise of Option. This Option shall be exercisable in
accordance with the Plan as follows:
Schedule of rights to exercise:
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Years of Continuous Percentage of Total Shares
Employment After Subject to Option
Date of Grant of Option Which May Be Exercised
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Upon Grant 0%
1 year but less than 2 years 33-1/3%
2 years but less than 3 years 33-1/3%
3 years or more 33-1/3%
To the extent this Option has not otherwise become vested in accordance
with this Agreement, this Option will become fully vested and exercisable by the
Optionee or his estate (1) upon the death of the Optionee (other than by
suicide), (2) upon a determination by the Committee that the Optionee has become
disabled, (3) upon a termination of the Optionee without Just Cause (as defined
in Section 8(c)(1) of the Plan), or upon a Change in Control ( as defined in
Section 2(e) of the Plan).
3. Method of Exercise. This Option shall be exercisable by a written notice
by the Optionee 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 holder's
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, or such
combination of cash and Common Stock as the Optionee elects. In addition,
the Optionee may elect to pay for all or part of the exercise price of the
shares by having the Company withhold a number of shares that are both
subject to this Option and have a fair market value equal to the exercise
price. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
4. Restrictions on Exercise. This Option may not be exercised if the
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 the Optionee's 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.
5. Withholding. The Optionee hereby agrees that the exercise of the 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.
6. Non-transferability of Option. This Option may not be transferred 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.
7. Term of Option. This Option may not be exercisable for more than ten
years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
September 9, 2005 THE PEOPLES BANCTRUST COMPANY, INC.
Date of Grant 1999 STOCK OPTION PLAN COMMITTEE
By: /s/ Xxx X. Xxxxx
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An Authorized Member of the Committee
