PEOPLES BANKCORP, INC.
2000 STOCK OPTION & INCENTIVE PLAN
STOCK APPRECIATION RIGHTS AGREEMENT
NOT IN TANDEM WITH STOCK OPTION
On the date of grant specified below, the Stock Option Committee of
Peoples Bankcorp, Inc. (the "Company") hereby grants to ___________________ (the
"Optionee") a total of ________ Stock Appreciation Rights (SARs), subject to the
terms and conditions set forth in the Peoples Bankcorp, Inc. 2000 Stock Option
and Incentive Plan (the "Plan") (a copy of which is available to the Optionee
upon request). The terms and conditions of the Plan are incorporated herein by
reference.
(a) The exercise price is $______ for each share, such price being
100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this option.
(b) The SAR shall be exercisable to the extent permitted in the Plan.
(c) The SAR shall be accepted for surrender by the Optionee in
consideration for the payment by the Company of an amount equal to the excess of
the fair market value on the date of exercise of the Shares of Common Stock
subject to such SAR over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common Stock or in
cash as provided in the Plan.
(e) The SAR is nontransferable, except in accordance with Section 12
of the Plan.
(f) The SAR may be exercised only in accordance with Sections 8, 9,
and 12 of the Plan, and only when there is a positive spread, i.e., when the
market price of the Common Stock subject to the SAR exceeds the exercise price
of the SAR.
(g) In the event of any inconsistency or conflict between this
Agreement and the Plan, the Plan shall be controlling and supercede any
conflicting or inconsistent provision of the Agreement.
PEOPLES BANKCORP, INC.
2000 STOCK OPTION & INCENTIVE
PLAN COMMITTEE
ATTEST:________________________ By:________________________________________
Date of Grant:_________________
