Exhibit 10.2
RESTRICTED STOCK AGREEMENT
UNDER THE
THE PEOPLES BANCTRUST COMPANY, INC.
KEY EMPLOYEE RESTRICTED STOCK PLAN
THIS AGREEMENT is entered into as of September 9, 2005 by and between The
Peoples BancTrust Company, Inc. (the "Company") and Xxxxxx X. Xxxxxxx (the
"Award Recipient").
WHEREAS, the Company maintains The Peoples BancTrust Company, Inc. Key
Employee Restricted Stock Plan (the "Plan"), under which the Compensation
Committee of the Board of Directors of the Company (the "Committee") may award
restricted shares of the Company's common stock, $.10 par value per share (the
"Restricted Stock"), to key employees and prospective key employees of the
Company or its subsidiaries as the Committee may determine, subject to terms,
conditions, or restrictions as it may deem appropriate;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed as follows:
I.
AWARD OF SHARES
Under the terms of the Plan, the Company has awarded to the Award Recipient
a restricted stock award effective September 9, 2005 of 6,000 shares of
Restricted Stock subject to the terms, conditions, and restrictions set forth in
the Plan and in this Agreement. The definition of all capitalized terms used
herein and not otherwise defined herein shall be as provided in the Plan.
II.
AWARD RESTRICTIONS
2.1 The period during which the restrictions imposed on Restricted Stock by
this Agreement are in effect is referred to herein as the "Restricted Period."
During the Restricted Period, the Award Recipient shall be entitled to all
rights of a shareholder of the Company, including the right to vote the shares
and to receive dividends thereon. The Restricted Stock and the right to vote the
Restricted Stock and to receive dividends thereon may not be sold, assigned,
transferred, exchanged, pledged, hypothecated or otherwise encumbered during the
Restricted Period.
2.2 The Restricted Period for the Restricted Stock shall end and the shares
of Restricted Stock shall become vested and freely transferable as set forth
below:
With respect to 33-1/3% of the shares of Restricted Stock on September
9, 2006;
With respect to an additional 33-1/3% of the shares of Restricted
Stock on September 9, 2007; and
With respect to an additional 33-1/3% of the shares of Restricted
Stock on September 9, 2008.
2.3 If the employment of the Award Recipient terminates for any reason
other than death, disability, or termination without Just Cause, as provided in
Section 2.4, any shares of Restricted Stock with respect to which the Restricted
Period has not ended will be immediately forfeited.
2.4 To the extent Restricted Stock has not otherwise become vested and
freely transferable in accordance with Section 2.2, the Restricted Period shall
end and the Restricted Stock will become fully vested and freely transferable by
the Award Recipient or his estate (1) upon the death of the Award Recipient
(other than by suicide), (2) upon a determination by the Committee that the
Award Recipient has become disabled, (3) upon a termination of the Award
Recipient without Just Cause, or (4) upon a Change in Control.
2.5 "Just Cause" shall mean termination because of the Award Recipient's
personal dishonestly, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order.
2.6 "Change in Control" shall mean any one of the following events: (1) the
acquisition of ownership, holding or power to vote more than 25% of the
Company's voting stock, (2) the acquisition of the ability to control the
election of a majority of the Company's directors, (3) the acquisition of a
controlling influence over the management or policies of the Company by any
person or by persons acting as a "group" (within the meaning of Section 13(d) of
the Securities Exchange Act of 1934), or (4) during any period of two
consecutive years, individuals (the "Continuing Directors") who at the beginning
of such period constitute the Board of Directors of the Company (the "Existing
Board") cease for any reason to constitute at least two-thirds thereof, provided
that any individual whose election or nomination for election as a member of the
Existing Board was approved by a vote of at least two-thirds of the Continuing
Directors then in office shall be considered a Continuing Director. For purposes
of defining Change in Control, the term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.
2.7 The Committee may declare the Restricted Period and shares of
Restricted Stock fully vested at any time in its discretion.
2.8 The Restricted Stock shall not be issued until the Company has had an
opportunity to satisfy Nasdaq notification requirements and to file a
registration statement on Form S-8 with the Securities and Exchange Commission
to register the Restricted Stock, which notification and registration the
Company will make reasonable efforts to complete and file as soon as
administratively practicable after the Award Recipient's employment commences.
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III.
STOCK CERTIFICATES
3.1 The stock certificates evidencing the Restricted Stock shall be
registered in the name of the Award Recipient and shall be held by the Company,
together with a stock power executed by the Award Recipient in blank, during the
Restricted Period in accordance with the terms of the Plan. The Company shall
place the following legend on the stock certificates:
The transferability of this certificate and the shares of Common Stock
represented thereby are subject to the terms and conditions (including
conditions of forfeiture) contained in The Peoples BancTrust Company,
Inc. Key Employee Restricted Stock Plan (the "Plan") and an agreement
entered into between the registered owner and the Company thereunder.
A copy of the Plan and Agreement is on file at the principal office of
the Company.
3.2 Upon termination of the Restricted Period with respect to the
Restricted Stock, the Company shall cause a stock certificate without a
restrictive legend covering the Restricted Stock to be issued in the name of the
Award Recipient or his nominee within 30 days after the end of the Restricted
Period. Upon receipt of such stock certificate, the Award Recipient is free to
hold or dispose of the shares represented by such certificate, subject to
applicable securities laws.
IV.
WITHHOLDING TAXES
4.1 At any time that an Award Recipient is required to pay to the Company
an amount required to be withheld under the applicable income tax laws in
connection with the issuance of or the lapse of restrictions on Restricted
Stock, the participant may, subject to the Committee's right of disapproval,
satisfy this obligation in whole or in part by electing (the "Election") to have
the Company withhold from the distribution shares of Common Stock having a value
equal to the amount required to be withheld. The value of the shares to be
withheld shall be based on the Fair Market Value of the Common Stock on the date
that the amount of tax to be withheld shall be determined (the "Tax Date").
4.2 Each Election must be made prior to the Tax Date. The Committee may
disapprove of any Election or may suspend or terminate the right to make
Elections.
V.
RIGHT TO CONTINUED EMPLOYMENT
Nothing in the Plan or in this Agreement shall confer upon an Award
Recipient any right to continue in the employ of the Company or a subsidiary or
in any way affect the Company's or a subsidiary's right to terminate the Award
Recipient's employment.
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VI.
BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the
successors, executors, administrators, and heirs of the respective parties.
VII.
INCONSISTENT PROVISIONS
The Restricted Shares granted hereby are subject to the provisions of the
Plan as in effect on the date hereof and as it may be amended. In the event any
provision of this Agreement conflicts with a provision of the Plan, the Plan
provisions shall control.
VIII.
FORCE AND EFFECT
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.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
hereof.
THE PEOPLES BANCTRUST COMPANY, INC.
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: Chairman of the Board
AWARD RECIPIENT
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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