EXHIBIT 4.2
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
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"), which Option is intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as amended, 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 1992 Stock Option Plan (the "Plan") adopted by the Company which is
incorporated by reference herein, receipt of which is hereby acknowledged.
1. Option Price. The option price is $____ for each share, being
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100%/1/ of the fair market value, as determined by the Board of Directors, of
the Common Stock on the date of grant of this option.
2. Exercises 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 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
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/1/ 110% in the case of an Optionee who owns shares representing more than 10%
of the outstanding common stock of the Company on the date of grant of this
Option.
(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. 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 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
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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.
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 the Optionee. 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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_______/2/ 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.
THE PEOPLES BANCTRUST COMPANY, INC.
By:
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Attest:
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Date of ▇▇▇▇▇
(Seal)
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/2/ No more than ten years; five years in the case of an Optionee who owns
shares representing more than 10% of the outstanding Common Stock of the Company
on the date of grant of this Option.
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