Exhibit 4.3
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
THE PEOPLES BANCTRUST COMPANY, INC.
1992 STOCK OPTION PLAN
STOCK OPTION for a total of ____ shares of Common Stock, par value $.10 per
share (the "Common Stock"), of The Peoples BancTrust Company, 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 BancTrust Company, Inc. 1992 Stock Option Plan (the
"Plan") adopted by the Company which is incorporated by reference herein,
receipt of which is hereby acknowledged. Such Stock Options do not comply with
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Options granted under Section 422 of the Internal Revenue Code of 1986, as
amended.
1. Option Price. The option price is $__________ for each share.
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2. Exercise of Option. This Option shall be exercisable in accordance
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with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
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Years of Continous Employment Percentage of Total Shares Subject to Option
After Date of Grant of Option Which May Be Exercised
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Upon Grant _______________ %
1 year but less than 2 years _______________ %
2 years but less than 3 years _______________ %
3 years but less than 4 years _______________ %
4 years but less than 5 years _______________ %
Over 5 years _______________ %
(ii) Method of Exercise. This Option shall be exercisable by a
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written 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 (i) certified or bank cashier's or
teller's check, (ii) Common Stock, or (iii) a combination of (i) and (ii), as
determined by the Board of Directors. 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.
(iii) Restrictions on exercise: Securities Registration. The Option
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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 his exercise of this Option, the
Company may require the Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation, including such
representations and warranties as may be necessary to assure the availability of
an exemption from the registration requirements of federal or state securities
laws. The Optionee shall agree to hold the shares acquired by his exercise of
the Option for investment and not with a view to resale or distribution thereof
to the public. In the event that the Company shall nevertheless deem it
necessary or appropriate to register the shares to be acquired by the Optionee
under the Securities Act of 1933 and any applicable state securities law, or to
qualify such shares for an exemption from such registration requirements, then
the Company shall take such action at its own expense prior to delivery of such
shares.
3. Withholding. The Optionee hereby agrees that the exercise of the Option
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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 in
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any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable for more than
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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.
THE PEOPLES BANCTRUST COMPANY, INC.
By:
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Attest:
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Date of Grant
(Seal)
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