0001193125-06-174787 Sample Contracts

RESTRICTED STOCK AGREEMENT UNDER THE THE PEOPLES BANCTRUST COMPANY, INC. 2006 KEY EMPLOYEE RESTRICTED STOCK PLAN
Restricted Stock Agreement • August 17th, 2006 • Peoples Banctrust Co Inc • State commercial banks

The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions of this Agreement.

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THE PEOPLES BANCTRUST COMPANY, INC.
Peoples Banctrust Co Inc • August 17th, 2006 • State commercial banks

THIS STOCK OPTION (the “Option”) grants DON J. GIARDINA (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

EMPLOYMENT AGREEMENT
Employment Agreement • August 17th, 2006 • Peoples Banctrust Co Inc • State commercial banks • Alabama

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 11th day of August, 2006, by and among THE PEOPLES BANCTRUST COMPANY, INC., an Alabama corporation (the “Company”), THE PEOPLES BANK AND TRUST COMPANY, an Alabama banking corporation and wholly-owned subsidiary of the Company (the “Bank”), and DON J. GIARDINA (the “Executive”).

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