As filed with the Securities and Exchange Commission on September 4, 1998
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
Peoples Bancorp Inc.
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(Exact name of registrant as specified in its charter)
Ohio 31-0987416
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750
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(Address of Principal Executive Offices) (Zip Code)
Peoples Bancorp Inc. 1998 Stock Option Plan
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(Full title of the plan)
Copy to:
Charles R. Hunsaker, Esq. Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc. Vorys, Sater, Seymour and Pease LLP
138 Putnam Street, P.O. Box 738 52 East Gay Street, P.O. Box 1008
Marietta, Ohio 45750 Columbus, Ohio 43216-1008
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(Name and address of agent
for service)
(740) 374-6109
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(Telephone number, including area code, of agent for service)
_________________________________
Calculation of Registration Fee
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share(1) price(1) fee
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Common Shares, 150,000 $32.75 for $4,030,825 $1,189.09
without par ------- 9,000 common shares; ---------- ---------
value $28.75 for
2,400 common shares;
$26.375 for 138,600
common shares
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(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h) promulgated
under the Securities Act of 1933, as amended, and computed on the basis of (a)
$32.75 for 9,000 Common Shares, which is the exercise price of options which
have been granted with respect to these Common Shares; (b) $28.75 for 2,400
Common Shares, which is the exercise price of options which have been granted
with respect to these Common Shares; and (c) $26.375 for 138,600 Common
Shares, which is the average of the high and low sales prices of the Common
Shares as reported on The NASDAQ National Market on August 31, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Annual Report on Form 10-K for the fiscal year ended December 31,
1997 of Peoples Bancorp Inc. (the "Registrant"), and all other reports filed
with the Securities and Exchange Commission (the "Commission") pursuant to
the requirements of Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), since that date are hereby
incorporated by reference.
The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-B (File No. 0-16772) filed with
the Commission on July 20, 1993, and all amendments thereto or reports filed
for the purpose of updating such description heretofore filed by the
Registrant with the Commission, are hereby incorporated by reference.
Any definitive proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with
the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the Compensation Committee of
the Board of Directors of the Registrant on executive compensation and no
performance graph included in any proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Charles R. Hunsaker is the General Counsel of the Registrant and is
an employee eligible to participate in the Peoples Bancorp Inc. 1998 Stock
Option Plan. As of September 1, 1998, Mr. Hunsaker owned 183 Common Shares
of the Registrant, 1,991 Common Shares of the Registrant were held in Mr.
Hunsaker's account under the Peoples Bancorp Inc. Retirement Savings Plan
and Mr. Hunsaker held options to purchase 22,042 Common Shares of the
Registrant at various prices.
Item 6. Indemnification of Directors and Officers.
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Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager,
or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust,
or other enterprise, against expenses, including attorney's fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of thecorporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign, non-
profit or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made in respect
of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only
to the extent that, the court of common pleas or the court
in which such action or suit was brought determines, upon
application, that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court
shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the
Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification of
the director, trustee, officer, employee, member, manager, or agent is proper
in the circumstances because he has met the applicable standard of conduct set
forth in division (E)(1) or (2) of this section. Such determination shall be
made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties
to or threatened with the action, suit, or proceeding referred
to in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained
by or who has performed services for the corporation or any
person to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or
(2) of this section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and, within ten days after receipt of such notification,
such person shall have the right to petition the court of common pleas or the
court in which such action or suit was brought to review the reasonableness
of such determination.
(5)(a) Unless at the time of a director's act or omission that is
the subject of an action, suit, or proceeding referred to in division (E)(1)
or (2) of this section, the articles or the regulations of a corporation
state, by specific reference to this division, that the provisions of this
division do not apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section is pursuant to section 1701.95 of the
Revised Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit or proceeding shall be paid by the corporation as
they are incurred, in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of the director
in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action
or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the corporation or
undertaken with reckless disregard for the best interests of
the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or
agent in defending any action, suit, or proceeding referred to
in division (E)(1) or (2) of this section, may be paid by the
corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized
by the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if
it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles, the regulations, any agreement,
a vote of shareholders or disinterested directors, or otherwise, both as to
action in their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, member, manager,
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has a
financial interest.
(8) The authority of a corporation to indemnify persons pursuant
to division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5),(6), and (7)
of this section. Divisions (E)(1) and (2) of this section do not create
any obligation to repay or return payments made by the corporation pursuant
to division (E)(5),(6) or (7).
(9) As used in division (E) of this section, "corporation" includes
all constituent entities in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, trustee, member, manager, or agent of such a constituent entity,
or is or was serving at the request of such constituent entity as a director,
trustee, officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability company, or
a partnership, joint venture, trust, or other enterprise, shall stand in the
same position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving corporation in
the same capacity.
Article FIVE of the Company's Code of Regulations governs
indemnification by the Registrant and provides as follows:
Section 5.01. Mandatory Indemnification.
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The corporation shall indemnify any officer or director of the
corporation who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation,
any action threatened or instituted by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against expenses (including,
without limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. A person claiming indemnification under
this Section 5.01 shall be presumed, in respect of any act or omission giving
rise to such claim for indemnification, to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal matter, to have had no
reasonable cause to believe his conduct was unlawful, and the termination of
any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
rebut such presumption.
Section 5.02. Court-Approved Indemnification.
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Anything contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or director of
the corporation who was a party to any completed action or suit instituted
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, in respect of any claim, issue or matter asserted
in such action or suit as to which he shall have been adjudged to be liable
for acting with reckless disregard for the best interests of the corporation
or misconduct (other than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas of
Washington County, Ohio or the court in which such action or suit was brought
shall determine upon application that, despite such adjudication of liability,
and in view of all the circumstances of the case, he is fairly and reasonably
entitled to such indemnity as such Court of Common Pleas or such other court
shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by
this Section 5.02.
Section 5.03. Indemnification for Expenses.
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Anything contained in the Regulations or elsewhere to the contrary
notwithstanding, to the extent that an officer or director of the corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 5.01, or in defense of any claim, issue
or matter therein, he shall be promptly indemnified by the corporation against
expenses (including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs) actually and reasonably incurred by him
in connection therewith.
Section 5.04. Determination Required.
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Any indemnification required under Section 5.01 and not precluded
under Section 5.02 shall be made by the corporation only upon a determination
that such indemnification of the officer or director is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Section 5.01. Such determination may be made only (A) by a majority vote
of a quorum consisting of directors of the corporation who were not and are
not parties to, or threatened with, any such action, suit or proceeding, or
(B) if such a quorum is not obtainable or if a majority of a quorum of
disinterested directors so directs, in a written opinion by independent legal
counsel other than an attorney, or a firm having associated with it an
attorney, who has been retained by or who has performed services for the
corporation, or any person to be indemnified, within the past five years, or
(C) by the shareholders, or (D) by the Court of Common Pleas of Washington
County, Ohio or (if the corporation is a party thereto) the court in which
such action, suit or proceeding was brought, if any; any such determination
may be made by a court under division (D) of this Section 5.04 at any time
[including, without limitation, any time before, during or after the time
when any such determination may be requested of, be under consideration by
or have been denied or disregarded by the disinterested directors under
division (A) or by independent legal counsel under division (B) or by the
shareholders under division (C) of this Section 5.04]; and no failure for
any reason to make any such determination, and no decision for any reason
to deny any such determination, by the disinterested directors under division
(A) or by independent legal counsel under division (B) or by the shareholders
under division (C) of this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01. Any determination made by the
disinterested directors under division (A) or by independent legal counsel
under division (B) of this Section 5.04 to make indemnification in respect of
any claim, issue or matter asserted in an action or suit threatened or
brought by or in the right of the corporation shall be promptly communicated
to the person who threatened or brought such action or suit, and within ten
(10) days after receipt of such notification such person shall have the right
to petition the Court of Common Pleas of Washington County, Ohio or the court
in which such action or suit was brought, if any, to review the reasonableness
of such determination.
Section 5.05. Advances for Expenses.
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Expenses (including, without limitation, attorneys' fees, filing
fees, court reporters' fees and transcript costs) incurred in defending any
action, suit or proceeding referred to in Section 5.01 shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding to or on behalf of the officer or director promptly as such
expenses are incurred by him, but only if such officer or director shall
first agree, in writing, to repay all amounts so paid in respect of any
claim, issue or other matter asserted in such action, suit or proceeding in
defense of which he shall not have been successful on the merits or otherwise:
(A) if it shall ultimately be determined as provided in Section 5.04
that he is not entitled to be indemnified by the corporation as provided under
Section 5.01; or
(B) if, in respect of any claim, issue or other matter asserted by
or in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for acting with reckless disregard for the best
interests of the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless and only to the extent
that the Court of Common Pleas of Washington County, Ohio or the court in
which such action or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all the circumstances,
he is fairly and reasonably entitled to all or part of such indemnification.
Section 5.06. Article Five Not Exclusive.
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The indemnification provided by this Article Five shall not be
exclusive of, and shall be in addition to, any other rights to which any
person seeking indemnification may be entitled under the Articles or the
Regulations or any agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be an officer or director of the corporation and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
Section 5.07. Insurance.
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The corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of
credit, or self-insurance, on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, or
agent of another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the
obligation or the power to indemnify him against such liability under the
provisions of this Article Five. Insurance may be purchased from or
maintained with a person in which the corporation has a financial interest.
Section 5.08. Certain Definitions.
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For purposes of this Article Five, and as examples and not by way
of limitation:
(A) A person claiming indemnification under this Article Five shall
be deemed to have been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 5.01, or in defense of
any claim, issue or other matter therein, if such action, suit or proceeding
shall be terminated as to such person, with or without prejudice, without the
entry of a judgment or order against him, without a conviction of him, without
the imposition of a fine upon him and without his payment or agreement to pay
any amount in settlement thereof (whether or not any such termination is based
upon a judicial or other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to
"serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be
in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the
best interests of the corporation" within the meaning of that term as used
in this Article Five.
Section 5.09. Venue.
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Any action, suit or proceeding to determine a claim for
indemnification under this Article Five may be maintained by the person
claiming such indemnification, or by the corporation, in the Court of Common
Pleas of Washington County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction
over its or his person by the Court of Common Pleas of Washington County,
Ohio in any such action, suit or proceeding.
The Registrant has purchased insurance coverage under a policy which
insures directors and officers against certain liabilities which might be
incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Index to Exhibits attached hereto at page 16.
Item 9. Undertakings.
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A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 of this Part
II, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant.
- ---------------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Marietta, State of Ohio, on the
1st day of September, 1998.
PEOPLES BANCORP INC.
By: /s/ ROBERT E. EVANS
Robert E. Evans, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the 1st day of September, 1998.
Signature Capacities
- --------------------- --------------------------
/s/ ROBERT E. EVANS President, Chief Executive
Robert E. Evans Officer and Director
*George W. Broughton Director
George W. Broughton
*Wilford D. Dimit Director
Wilford D. Dimit
*Barton S. Holl Director
Barton S. Holl
*Rex E. Maiden Director
Rex E. Maiden
*Norman J. Murray Director
Norman J. Murray
*Paul T. Theisen Director
Paul T. Theisen
*Thomas C. Vadakin Director
Thomas C. Vadakin
*Joseph H. Wesel Chairman of the Board and
Joseph H. Wesel Director
*Jeffrey D. Welch Treasurer (Principal
Jeffrey D. Welch Accounting Officer)
*John W. Conlon Chief Financial Officer
John W. Conlon
*By: /s/ ROBERT E. EVANS
Robert E. Evans
Attorney-in-Fact
INDEX TO EXHIBITS
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Exhibit No. Description Page Number
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5 Opinion of Charles R. Hunsaker, *
General Counsel of Peoples Bancorp
Inc., as to the validity of the
securities being registered
10 Peoples Bancorp Inc. 1998 Stock *
Option Plan
23(a) Consent of Ernst & Young LLP *
23(b) Consent of Counsel *
(included in Exhibit 5)
24 Powers of Attorney *
*Filed herewith.
Exhibit 5
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September 1, 1998
Board of Directors
Peoples Bancorp Inc.
138 Putnam Street
Marietta, OH 45750
Gentlemen:
I am familiar with the proceedings taken and proposed to be taken by
Peoples Bancorp Inc., an Ohio corporation (the "Company"), in connection with
the institution of the Peoples Bancorp Inc. 1998 Stock Option Plan (
the "Plan"), the granting of options to purchase common shares, without par
value (the "Common Shares"), of the Company pursuant to the Plan, and the
issuance and sale of Common Shares of the Company upon the exercise of options
granted and to be granted under the Plan, as described in the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on the date hereof. The purpose of the
Registration Statement is to register 150,000 Common Shares reserved for
issuance under the Plan pursuant to the provisions of the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.
In connection with this opinion, I have examined, among other things,
such records and documents as I have deemed necessary in order to express the
opinion hereinafter set forth.
Based upon and subject to the foregoing and the further qualifications
and limitations set forth below, as of the date hereof, I am of the opinion
that after the 150,000 Common Shares of the Company to be registered under
the Registration Statement have been issued and delivered by the Company,
upon the exercise of options granted under the Plan, against payment of the
purchase price therefor, in accordance with the terms of the Plan, said
Common Shares will be validly issued, fully paid and non-assessable, assuming
compliance with applicable federal and state securities laws.
My opinion is limited to the General Corporation Law of Ohio in
effect as of the date hereof. This opinion is furnished by me solely for the
benefit of the Company in connection with the offering of the Common Shares
pursuant to the Plan and the filing of the Registration Statement and any
amendments thereto. This opinion may not be relied upon by any other person
or assigned, quoted or otherwise used without my specific written consent.
Notwithstanding the foregoing, I consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to me
therein.
Very truly yours,
/s/ CHARLES R. HUNSAKER
Charles R. Hunsaker
General Counsel
Exhibit 10
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PEOPLES BANCORP INC.
1998 STOCK OPTION PLAN
1. Name and Purpose. The purposes of this Plan, which shall be known as the
"Peoples Bancorp Inc. 1998 Stock Option Plan" (hereinafter referred to as
the "Plan") are to advance the interests of Peoples Bancorp Inc. (the
"Company") (i) by providing material incentive for the continued services
of those key employees and directors of the Company and its Subsidiaries
and Consultant/Advisors to the Company and its Subsidiaries, each of whom
makes significant contributions toward the Company's success and develop-
ment, by encouraging those key employees, directors and Consultant/Advisors
to increase their proprietary interest in the Company; and (ii) by
attracting new able executives to employment with the Company and its
Subsidiaries or to serve as directors of the Company or of one or more of
its Subsidiaries.
2. Definitions. For purposes of this Plan, the following terms when
capitalized shall have the meanings designated herein unless a different
meaning is plainly required by the context. Where applicable, the
masculine pronoun shall mean or include the feminine and the singular
shall include the plural.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Cause" shall mean that an act of (i) fraud or intentional
misrepresentation or (ii) embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any
Subsidiary, has occurred.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and the regulations and rulings thereunder. References to a
particular section of the Code shall include references to successor
provisions.
(d) "Committee" shall mean the committee which administers the Plan,
whose membership shall be determined under Subsection 3(a) below.
(e) "Common Shares" shall mean the common shares of Peoples Bancorp Inc.
(f) "Company" shall mean Peoples Bancorp Inc.
(g) "Consultant/Advisor" shall mean any consultant or advisor who renders
bona fide services to the Company and/or one or more of the
Subsidiaries and who is neither an employee nor a director of the
Company or any Subsidiary.
(h) "Effective Date" shall mean the date on which this Plan shall become
effective, as provided in Section 15 below.
(i) "Employee Director" shall mean a director of the Company who is also
an employee of the Company.
(j) The "Fair Market Value" of a Common Share on any relevant date for
purposes of any provision of this Plan shall mean the last reported
sales price of a Common Share of the Company on The Nasdaq National
Market or on any securities exchange on which the Common Shares may
be listed on such date or, if there are no reported sales on such
date, then the last reported sales price on the next preceding day
on which such a sale was transacted.
(k) "Incentive Option" shall mean an Option granted under this Plan which
is an incentive stock option under the provisions of Section 422 of
the Code; and any provisions elsewhere in this Plan or in any such
Incentive Option which would prevent such Option from being an
incentive stock option may be deleted and/or voided retroactively
to the date of the granting of such option, by action of the
Committee; and the Committee may retroactively add provisions to
this Plan or to any Incentive Option if necessary to qualify such
Option as an incentive stock option.
(l) "Key Employee" shall mean any employee of the Company and/or one of
the Subsidiaries (as defined in Subsection 2(r) below) who in the
opinion of the Committee has demonstrated a capacity for contributing
in a substantial measure to the success of the Company and its
Subsidiaries.
(m) "Non-employee Director" shall mean a director of the Company who is
not also an employee of the Company or of one of the Subsidiaries.
(n) "Non-qualified Option" shall mean an Option granted under this Plan
which is not an Incentive Option. Such Non-qualified Option shall
not be affected by any actions taken retroactively as provided in
Subsection 2(k) above with respect to Incentive Options.
(o) "Participant" shall mean (i) a Key Employee selected by the Committee
(under Subsection 3(b) below) to receive Options granted under this
Plan; (ii) a Subsidiary Director selected by the Committee (under
Subsection 3(b) below) to receive Non-qualified Options granted under
this Plan; (iii) a Consultant/Advisor selected by the Committee
(under Subsection 3(b) below) to receive Non-qualified Options
granted under this Plan; and (iv) a Non-employee Director receiving
Non-qualified Options pursuant to Subsection 5(j) below.
(p) "Option" shall mean an option granted under this Plan, whether such
option is an Incentive Option or a Non-qualified Option.
(q) "Plan" shall mean the Peoples Bancorp Inc. 1998 Stock Option Plan.
(r) "Subsidiary" shall mean a corporation which is a subsidiary
corporation of the Company as that term is defined in Subsection
424(f) of the Code.
(s) "Subsidiary Board" shall mean the board of directors of a Subsidiary.
(t) "Subsidiary Director" shall mean a director of one or more of the
Subsidiaries of the Company who is neither a director of the Company
nor an employee of the Company or of any of the Subsidiaries.
3. Administration: Selection of Participants.
(a) The Plan shall be administered by the Committee which shall consist
of three or more members of the Board appointed by the Board from
time to time and serving at the pleasure of the Board.
(b) The Committee shall select the Key Employees who are to receive
Options and shall grant to such Key Employees Options under, and in
accordance with, the provisions of the Plan. The Committee shall
also select the Subsidiary Directors and the Consultant/Advisors
who are to receive Non-qualified Options and shall grant to such
persons Non-qualified Options under, and in accordance with, the
provisions of the Plan. The Non-employee Directors shall receive
non-discretionary Non-qualified Options in accordance with
Subsection 5(j) below.
(c) Subject to the express provisions of this Plan, the Committee shall
have authority to adopt administrative regulations and procedures
which are consistent with the terms of this Plan; to adopt and amend
such option agreements as it deems advisable; to determine the terms
and provisions of such option agreements (including, but not limited
to, provisions addressing the form of Options (Incentive Options
and/or Non-qualified Options) granted to Key Employees, the number
of Common Shares covered by each Option granted to a Key Employee,
the option price for each Option granted to a Key Employee, the date
or dates when each Option granted to a Key Employee (or parts of it)
may be exercised (including the effect of termination of employment
prior to the exercise of an Option in full), the number of Common
Shares covered by each Option granted to a Subsidiary Director or to
a Consultant/Advisor, the option price for each Non-qualified Option
granted to a Subsidiary Director or to a Consultant/Advisor and the
date or dates when each Non-qualified Option granted to a Subsidiary
Director or to a Consultant/Advisor (or parts of it) may be exercised)
-- which terms shall comply with the requirements of Section 5 below;
to construe and interpret the provisions of option agreements entered
into pursuant to this Plan; to impose such limitations and
restrictions as are deemed necessary or advisable by counsel for
the Company so that compliance with the federal securities laws and
with the securities laws of the various states may be assured; and
to make all other determinations necessary or advisable for
administering this Plan. Decisions by the Committee may be made
either by a majority of its members at a meeting of the Committee
duly called and held or without a meeting by a writing signed by all
of the members of the Committee. All decisions and interpretations
made by the Committee shall be binding and conclusive on all
Participants, their legal representatives and beneficiaries.
(d) At least once each calendar year, the Committee shall report to
the Board describing the action which it has taken in administering
the Plan and making such recommendations for amendments or otherwise
as it may deem necessary.
(e) The Committee may designate any officers or employees of the Company
or the Subsidiaries to assist the Committee in the administration of
this Plan but the Committee may not delegate to them duties imposed
on the Committee under this Plan with respect to Options which may be
and are granted to Participants who are subject to Section 16 of the
Securities Exchange Act of 1934, as amended.
4. Shares Subject to the Plan.
(a) The shares to be issued and delivered by the Company upon exercise
of Options granted under this Plan are Common Shares which may be
either authorized but unissued shares or treasury shares, in the
discretion of the Committee.
(b) The aggregate number of Common Shares which may be issued under this
Plan shall not exceed 100,000 Common Shares; subject, however, to the
adjustment provided in Section 10 of this Plan in the event of stock
splits, stock dividends, combinations or exchanges of shares or other
similar capital adjustments occurring after the Effective Date. If
any outstanding Option under the Plan for any reason expires or is
terminated without having been exercised in full, the Common Shares
allocable to the unexercised portion of such Option shall (unless the
Plan shall have been terminated) become available for subsequent
grants of Options under the Plan. No Option may be granted under
this Plan which could cause the maximum limit to be exceeded.
(c) Of the 100,000 Common Shares which may be issued under the Plan, an
aggregate of 30,000 Common Shares shall be issuable to Non-employee
Directors, Subsidiary Directors and Consultant/Advisors upon the
exercise of Non-qualified Options to be granted to them under the
terms of the Plan and an aggregate of 70,000 Common Shares shall be
issuable to Key Employees upon the exercise of Options to be granted
to them under the terms of the Plan; provided, however, that if
Non-qualified Options covering an aggregate of 30,000 Common Shares
have not been granted to Non-employee Directors, Subsidiary Directors
and Consultant/Advisors on or before the date of the 2002 Annual
Meeting, that portion of the 30,000 Common Shares not covered by
Non-qualified Options so granted may be the subject of Options to
be granted to Key Employees under the terms of the Plan.
(d) During the period in which this Plan remains in effect, no Key
Employee may be granted Options covering, in the aggregate, more
than 25,000 Common Shares (subject to adjustment as provided in
Section 10 of this Plan).
5. Terms of Options.
Options granted under this Plan shall contain such terms as the Committee
determines subject to the following limitations and requirements:
(a) Option price: Subject to the limitations of Subsection 5(h)
below, the option price per Common Share of each Incentive Option
and each Non-qualified Option granted under the Plan shall be not
less than 100% of the Fair Market Value of the Company's Common
Shares on the date of the grant of the related option.
(b) Period within which Options may be exercised: Subject to the
limitations of Subsections 5(c), 5(h), 5(j) and 5(k) below, each
Incentive Option and each Non-qualified Option granted under this
Plan to a Key Employee shall have a term of not more than ten years,
each Non-qualified Option granted under this Plan to a Subsidiary
Director or to a Consultant/Advisor shall have a term of not more
than ten years and each Non-qualified Option granted under this Plan
to a Non-employee Director shall have a term of ten years.
(c) Termination of Options granted to Key Employees by reason of
termination of employment:
(i) Incentive Options. If a Participant's employment with the
Company and the Subsidiaries terminates for any reason other
than (A) the death of the Participant, (B) the disability of
the Participant within the meaning of Section 22(e)(3) of the
Code, (C) the retirement of the Participant under the
provisions of any retirement plan of the Company or any
Subsidiary, or (D) any reason (other than for Cause) after
the Participant has been employed by the Company and/or one
or more Subsidiaries for at least 10 consecutive years prior
to the Participant's termination of employment, the portion
of all Incentive Options granted under this Plan to such
Participant which are not then exercisable under Subsection
5(i) of this Plan on the date of termination of employment,
shall terminate effective immediately upon termination of
employment. If the termination of employment of the
Participant was due to retirement under the provisions of any
retirement plan of the Company or any Subsidiary or if the
termination of employment was due to a reason other than for
Cause and the Participan had been employed by the Company
and/or one or more Subsidiaries for at least 10 consecutive
years prior to the Participant's termination of employment,
all of such Participant's Incentive Options may be exercised in
full, whether or not then exercisable under Subsection 5(i) of
this Plan, and the right of the Participant to exercise the
Incentive Options shall terminate upon the earlier to occur of
the expiration of the term of such Incentive Options or three
months after the date of termination of employment. If the
termination of employment was due to the death of a Participant
who was an employee of the Company and/or any Subsidiary at
the time of his death, such Incentive Options may be exercised
in full, whether or not then exercisable under Subsection 5(i)
of this Plan, and the right of the representative or
representatives of the Participant's estate (or the person or
persons who acquire (by bequest or inheritance) the right to
exercise the Participant's Incentive Options) to exercise the
Incentive Options shall terminate upon the earlier to occur of
the expiration of the term of such Incentive Options or one
year after the date of death of the Participant. If the
termination of employment was due to the disability of the
Participant within the meaning of Section 22(e)(3) of the Code,
such Incentive Options may be exercised in full, whether or not
then exercisable under Subsection 5(i) of this Plan, and the
right of the Participant to exercise the Incentive Options shall
terminate upon the earlier to occur of the expiration of the term
of such Incentive Options or one year after the date of
termination of employment. If the termination of employment of
the Participant was due to reasons other than for Cause and the
Participant had not been employed by the Company and/or one or
more Subsidiaries for at least 10 consecutive years prior to the
Participant's termination of employment, the Participant's
Incentive Options may be exercised only to the extent then
exercisable under Subsection 5(i) of this Plan on the date of
termination of employment, and the right of the Participant to
exercise the Incentive Options shall terminate upon the earlier
to occur of the expiration of the term of such Incentive Options
or three months after the date of termination of employment.
If the termination of employment of the Participant was for
Cause, all Incentive Options which have not been exercised as
of the date of termination of employment shall terminate
immediately as of the date of termination of employment.
(ii) Non-qualified Options. Non-qualified Options granted to Key
Employees under the Plan shall be exercisable following
termination of employment for such period of time and under
such conditions as the Committee may impose at the time of
grant of such Non-qualified Options. If, however, the
Committee does not specify another exercisability schedule
in the event of termination of employment, the provisions
outlined in the following paragraph of this Subsection 5(c)(ii)
shall be applicable.
Default schedule of exercisability upon termination of employment.
If a Participant's employment with the Company and the Subsidiaries terminates
for any reason other than (A) the death of the Participant, (B) the disability
of the Participant within the meaning of Section 22(e)(3) of the Code, (C)
the retirement of the Participant under the provisions of any retirement plan
of the Company or any Subsidiary, or (D) any reason (other than for Cause)
after the Participant has been employed by the Company and/or one or more
Subsidiaries for at least 10 consecutive years prior to the Participant's
termination of employment, the portion of all Non-qualified Options granted
under the Plan to such Participant which are not then exercisable under
Subsection 5(i) of this Plan on the date of termination of employment, shall
terminate effective immediately upon termination of employment. If the
termination of employment of the Participant was due to retirement under
the provisions of any retirement plan of the Company or any Subsidiary or
if the termination of employment was due to a reason other than for Cause
and the Participant had been employed by the Company and/or one or more
Subsidiaries for at least 10 consecutive years prior to the Participant's
termination of employment, all of such Participant's Non-qualified Options
may be exercised in full, whether or not then exercisable under Subsection
5(i) of this Plan, and the right of the Participant (or the representative
of the Participant's estate) to exercise the Non-qualified Options shall
terminate upon the earlier to occur of the expiration of the term of such
Non-qualified Options or two years following the date of death of the
Participant. If the termination of employment was due to the death of a
Participant who was an employee of the Company and/or any Subsidiary at the
time of his death, such Non-qualified Options may be exercised in full,
whether or not then exercisable under Subsection 5(i) of this Plan, and
the right of the representative or representatives of the Participant's
estate (or the person or persons who acquire (by bequest or inheritance)
the right to exercise the Participant's Non-qualified Options) to exercise
the Non-qualified Options shall terminate upon the earlier to occur of the
expiration of the term of such Non-qualified Options or two years after the
date of death of the Participant. If the termination of employment was due
to the disability of the Participant within the meaning of Section 22(e)(3)
of the Code, such Non-qualified Options may be exercised in full, whether or
not then exercisable under Subsection 5(i) of this Plan, and the right of
the Participant (or the representative of the Participant's estate) to
exercise the Non-qualified Options shall terminate upon the earlier to
occur of the expiration of the term of such Non-qualified Options or two
years following the date of death of the Participant. If the termination
of employment of the Participant was due to reasons other than for Cause
and the Participant had not been employed by the Company and/or one or
more of the Subsidiaries for at least 10 consecutive years prior to the
Participant's termination of employment, the Participant's Non-qualified
Options may be exercised only to the extent then exercisable under
Subsection 5(i) of this Plan on the date of termination of employment,
and the right of the Participant (or the representative of the Participant's
estate) to exercise the Non-qualified Options shall terminate upon the
earlier to occur of the expiration of the term of such Non-qualified
Options or two years following the date of death. If the termination
of employment of the Participant was for Cause, all Non-qualified Options
which have not been exercised as of the date of termination of employment
shall terminate immediately as of the date of termination of employment.
(d) Assignability: With the permission of the Committee, a Participant
who has been granted a Non-qualified Option under the Plan may
transfer such Non-qualified Option to a revocable inter vivos trust
as to which the Participant is the settlor or may transfer such
Non-qualified Option to a "Permissible Transferee." A Permissible
Transferee shall be defined as any member of the immediate family
of the Participant, any trust, whether revocable or irrevocable,
solely for the benefit of members of the Participant's immediate
family, or any partnership whose only partners are members of the
Participant's immediate family. Any such transferee of a Non-
qualified Option shall remain subject to all of the terms and
conditions applicable to such Non-qualified Option and subject
to the rules and regulations prescribed by the Committee. A
Non-qualified Option may not be retransferred by a Permissible
Transferee except by will or the laws of descent and distribution
and then only to another Permissible Transferee. Other than
described above, an Option granted under the Plan may not be
transferred except by will or the laws of descent and distribution
and, during the lifetime of a Participant to whom granted, may be
exercised only by him, his guardian or legal representative.
(e) More than one Option granted to a Participant: More than one Option
(and, in the case of a Key Employee, more than one form of Option)
may be granted to a Participant under this Plan.
(f) Aggregate annual limit on Incentive Options: The aggregate Fair
Market Value (determined at the time of the grant of the Option) of
the Common Shares with respect to which Incentive Options are first
exercisable by any Key Employee in any calendar year under this
Plan and any other plans of the Company and the Subsidiaries shall
not exceed $100,000. To the extent that the aggregate Fair Market
Value of Common Shares with respect to which Incentive Options are
exercisable for the first time by a Participant during any calendar
year (under all plans of the Company and the Subsidiaries) exceeds
$100,000, such Options shall be treated as Non-qualified Options,
to the extent required by Section 422 of the Code.
(g) Partial exercise: Unless otherwise provided in the applicable option
agreement, any exercise of an Option granted under this Plan may be
made in whole or in part.
(h) 10% Shareholder: If a Participant owns (including constructive
ownership pursuant to Section 424(d) of the Code) more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Company or any of the Subsidiaries, then each Incentive
Option granted under this Plan to such Participant shall by its terms
fix the option price per Common Share to be at least 110% of the Fair
Market Value of the Common Shares on the date of the grant of such
Incentive Option and such Incentive Option shall terminate (become
non-exercisable) after the expiration of five years from the date of
the grant of such Incentive Option.
(i) Exercisability: Options awarded to Key Employees, Subsidiary
Directors and Consultant/Advisors under the Plan shall be
exercisable at such times and shall be subject to such restrictions
and conditions, including the performance of a minimum period of
service, as the Committee may impose at the time of grant of such
Options; provided, however, that if the Committee does not specify
another vesting schedule at the time of grant, each Option granted
to a Key Employee shall become exercisable as follows: (i) with
respect to 25% of the Common Shares covered thereby after 24 months
of continuous employment by the Company and/or one or more
Subsidiaries; (ii) with respect to an additional 25% of the Common
Shares covered thereby after 36 months of continuous employment by
the Company and/or one or more Subsidiaries; (iii) with respect to
an additional 25% of the Common Shares covered thereby after 48
months of continuous employment by the Company and/or one or more
Subsidiaries; and (iv) with respect to an additional 25% of the
Common Shares covered thereby after 60 months of continuous
employment by the Company and/or one or more Subsidiaries. If a
Key Employee, a Subsidiary Director or a Consultant/Advisor does
not purchase in any one year the full number of Common Shares which
may be purchased with his then exercisable Options, such Key
Employee, Subsidiary Director or Consultant/Advisor, as appropriate,
may purchase those Common Shares in any subsequent year during the
term of the Options.
(j) Non-employee Directors: Each Non-employee Director then serving on
the Board and who has served on the Board and/or a Subsidiary Board
for all or a portion of at least the five calendar years immediately
preceding the January 1 immediately prior to the date of grant,
shall automatically be granted a Non-qualified Option for 750 Common
Shares effective on the date on which the annual meeting of the
Company's shareholders is held in 1998 in accordance with the
Regulations of the Company (the "1998 Annual Meeting") and for 750
Common Shares effective on the date on which the annual meeting of
the Company's shareholders is held in 2000 in accordance with the
Regulations of the Company (the "2000 Annual Meeting"). Each Non-
Employee Director then serving on the Board and who has served on the
Board and/or a Subsidiary Board for fewer than the five calendar
years (including all or any portion of any such year) immediately
preceding the January 1 immediately prior to the date of grant,
shall automatically be granted a Non-qualified Option for 150 Common
Shares plus 150 Common Shares for all or any portion of each calendar
year preceding the date of grant during which such Non-Employee
Director has served on the Board and/or a Subsidiary Board as of such
January 1 effective on the date of each of the 1998 Annual Meeting
and the 2000 Annual Meeting. Any individual who was not a member of
the Board on the date of the 1998 Annual Meeting, (i) who is
subsequently appointed or elected to the Board at least six months
prior to the date on which the annual meeting of the Company's
shareholders is to be held in 1999 in accordance with the Regulations
of the Company (the "1999 Annual Meeting") shall automatically be
granted a Non-qualified Option on the date of such appointment or
election for the same number of Common Shares as such individual
would have received if he had been a member of the Board on the date
of the 1998 Annual Meeting; (ii) who is subsequently appointed or
elected to the Board less than six months prior to the date of the
1999 Annual Meeting but prior to such 1999 Annual Meeting shall
automatically be granted a Non-qualified Option on the date of such
appointment or election for 75% of the number of Common Shares which
such individual would have received if he had been a member of the
Board on the date of the 1998 Annual Meeting; (iii) who is
subsequently appointed or elected to the Board on or after the date
of the 1998 Annual Meeting but at least six months prior to the date
of the 2000 Annual Meeting shall automatically be granted a Non-
qualified Option on the date of such appointment or election for 50%
of the number of Common Shares which such individual would have
received if he had been a member of the Board on the date of the 1998
Annual Meeting; and (iv) who is subsequently appointed or elected to
the Board less than six months prior to the 2000 Annual Meeting but
prior to such 2000 Annual Meeting shall automatically be granted a
Non-qualified Option on the date of such appointment or election for
25% of the Common Shares which such individual would have received
if he had been a member of the Board on the date of the 1998 Annual
Meeting. Any individual who was not a member of the Board on the
date of the 2000 Annual Meeting and who is subsequently appointed or
elected to the Board prior to the date on which the annual meeting of
the Company's shareholders is to be held in 2002 in accordance with
the Regulations of the Company (the "2002 Annual Meeting") shall
automatically be granted a Non-qualified Option on the same basis as
described in the immediately preceding sentence. Notwithstanding
anything to the contrary in this Section 5(j), any individual who was
serving as a Subsidiary Director and is subsequently appointed or
elected as a Non-employee Director after the date of the 1998 Annual
Meeting but prior to the date of the 2000 Annual Meeting, or after
the date of the 2000 Annual Meeting but prior to the date of the 2002
Annual Meeting, as the case may be, and who is to be granted a
Non-qualified Option pursuant to either of the two immediately
preceding sentences, shall have deducted from the number of Common
Shares to be covered by the Non-qualified Option granted to him under
this Subsection 5(j), the number of Common Shares covered by any
Non-qualified Option which he previously received pursuant to this
Plan.
Each Non-qualified Option granted to a Non-employee Director shall
have an exercise price equal to 100% of the Fair Market Value of the
Common Shares on the date of the grant of such Non-qualified Option
and a term of ten years.
If a Non-employee Director does not purchase in any one year the full
number of Common Shares which may be purchased with his then
exercisable Non-qualified Options, such Non-employee Director may
purchase those Common Shares in any subsequent year during the term of
the Non-qualified Options.
If a Non-employee Director ceases to be a director of the Company
for any reason other than his death or for Cause, the Non-qualified
Options granted to him under this Plan may be exercised in full,
whether or not then exercisable by their terms, on or before the
expiration of the term of the Non-qualified Options; provided,
however, that if the former Non-employee Director shall die prior
to the expiration of the term of the Non-qualified Options, such
Non-qualified Options may only beexercised on or before the earlier
of the expiration of such term or two years following the date of
death. If a Non-employee Director ceases to be a director of the
Company because of his death, such Non-qualified Options may be
exercised in full, whether or not then exercisable by their terms,
only on or before the earlier of the expiration of the term of the
Non-qualified Options or two years following the date of death.
If a Non-employee Director ceases to be a director of the Company
and/or any Subsidiary for Cause, all of his then unexercised
Non-qualified Options shall immediately terminate.
Non-employee Directors shall not be eligible to receive any Options
under the Plan other than pursuant to this Subsection 5(j).
(k) Termination of Non-qualified Options granted to Subsidiary Directors
by reason of termination of director status: Non-qualified Options
granted to Subsidiary Directors under the Plan shall be exercisable
after a Subsidiary Director ceases to be a director of a Subsidiary
and/or the Company for such period of time and under such conditions
as the Committee may impose at the time of grant of such Non-
qualified Options. If, however, the Committee does not specify
another exercisability schedule in the event of termination of
director status, the provisions outlined in the following paragraph
of this Subsection 5(k) shall be applicable.
Default schedule of exercisability upon termination of director
status. If a Subsidiary Director ceases to be a director of a
Subsidiary and/or the Company for any reason other than his death
or for Cause, the Non-qualified Options granted to him under this
Plan may be exercised in full, whether or not then exercisable by
their terms, on or before the expiration of the term of the Non-
qualified Options; provided, however, that if the former Subsidiary
Director shall die prior to the expiration of the term of the Non-
qualified Options, such Non-qualified Options may be exercised only
on or before the earlier of the expiration of such term or two years
following the date of death. If a Subsidiary Director ceases to be
a director of a Subsidiary and/or the Company because of his death,
such Non-qualified Options may be exercised in full, whether or not
then exercisable by their terms, only on or before the earlier of
the expiration of the term of the Non-qualified Options or two years
following the date of death. If a Subsidiary Director ceases to be
a director of a Subsidiary and/or the Company for Cause, all of his
then unexercised Non-qualified Options shall immediately terminate.
6. Period For Granting Options. No Options shall be granted under this Plan
subsequent to the tenth anniversary of the earlier of (a) the day prior to
the date on which this Plan is adopted by the Board or (b) the day prior to
the date on which this Plan is approved by the affirmative vote of the
holders of a majority of the outstanding shares of the Company.
7. No Effect Upon Employment Status. The fact that an employee has been
designated a Key Employee or selected as a Participant shall not limit or
otherwise qualify the right of his employer to terminate his employment at
any time.
8. Method of Exercise. An Option granted under this Plan may be exercised
only by written notice to the Committee, signed by the Participant (or, in
the case of Non-qualified Options, any Permitted Transferee), or in the event
of his death, by such other person as is entitled to exercise such option.
The notice of exercise shall state the number of Common Shares in respect
of which the Option is being exercised, and shall either be accompanied by
the payment of the full option price of such Common Shares, or shall fix a
date (not more than 10 business days from the date of such notice) for the
payment of the full option price of the Common Shares being purchased. The
option price shall be payable in cash or by tendering Common Shares (by
either actual delivery of Common Shares or by attestation, with such Common
Shares valued at Fair Market Value as of the date of exercise), or in any
combination thereof as determined by the Committee. The Committee may permit
a Participant to elect to pay the option exercise price upon the exercise of
an Option by authorizing a third party to sell Common Shares (or a sufficient
portion of the Common Shares) acquired upon exercise of the option and remit
to the Company a sufficient portion of the sale proceeds to pay the entire
option exercise price and any tax withholding resulting from such exercise.
Whenever the Company proposes or is required to distribute Common Shares
under the Plan upon exercise of an Option, the Company may require the
person exercising the Option to remit to the Company an amount sufficient to
satisfy any federal, state and local tax withholding requirements prior to
the delivery of any certificate for such Common Shares or, in the discretion
of the Committee, the Company may withhold from the Common Shares to be
delivered Common Shares sufficient to satisfy all or a portion of the tax
withholding requirements.
During the option period, no person entitled to exercise any Option granted
under this Plan shall have any of the rights or privileges of a shareholder
with respect to any Common Shares issuable upon exercise of such Option until
the books of the Company evidence that such person has become the record
owner of such Common Shares.
9. Implied Consent of Participants. Every Participant, by his acceptance of
an Option under this Plan, shall be deemed to have consented to be bound, on
his own behalf and on behalf of his heirs, permitted assigns and legal
representatives, by all of the terms and conditions of this Plan.
10. Share Adjustments. In the event there is any change in the Common Shares
resulting from stock splits, stock dividends, combinations or exchanges of
shares, or other similar capital adjustments, equitable proportionate
adjustments shall be made by the Committee in (a) the number of Common
Shares available for the grant of Options under this Plan, (b) the number of
Common Shares subject to Options granted under this Plan, and (c) the
exercise price of outstanding Options.
11. Merger, Consolidation or Sale of Assets. In the event the Company
shall consolidate with, merge into, or transfer all or substantially all of
its assets (an "Acquisition Transaction") to, another corporation or
corporations (herein referred to as "successor employer corporation"), then
each Incentive Option and each Non-Qualified Option outstanding under the
Plan shall become exercisable in full, whether or not then exercisable by
its terms, immediately upon consummation of the Acquisition Transaction.
As a condition of any such Acquisition Transaction, the Company shall require
that the successor employer corporation obligate itself to continue this
Plan and to assume all obligations under the Plan in a manner consistent
with the provisions of Section 424(a) of the Code. In the event that such
successor employer corporation terminates for any reason the employment of
any Participant who is a Key Employee within the one-year period immediately
following the consummation of the Acquisition Transaction, such Participant
shall have the right to exercise his then unexercised Options during the
period ending on the earlier of the expiration of the term of the Options or
three months following the date of the Participant's termination of
employment.
12. Company Responsibility. All expenses of this Plan, including the cost
of maintaining records, shall be borne by the Company. The Company shall
have no responsibility or liability (other than under applicable securities
laws) for any act or thing done or left undone with respect to the price,
time, quantity or other conditions and circumstances of the purchase of
Common Shares under the terms of the Plan, so long as the Company acts in
good faith.
13. Securities Laws. The Committee shall take all necessary or appropriate
action to ensure that all grants of Options and all exercises thereof under
this Plan are in full compliance with all federal and state securities laws.
No Option granted under this Plan shall be exercised before the Common Shares
subject to the Plan have been registered or qualified for sale under
appropriate federal and state securities laws.
14. Amendment and Termination of the Plan. The Committee, with the
approval of the Board, may amend the Plan from time to time or terminate the
Plan at any time without the approval of the shareholders of the Company
except as such shareholder approval may be required (a) to satisfy the
requirements of Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended, or any successor provision, (b) to satisfy applicable
requirements of the Code or (c) to satisfy applicable requirements of any
securities exchange on which are listed any of the Company's equity securities
or any requirements applicable to issuers whose securities are traded in The
Nasdaq National Market. No such action to amend or terminate the Plan shall
reduce the then existing number of any Participant's Options or adversely
change the term or conditions thereof without the Participant's consent.
If the Plan is terminated, any unexercised Option shall continue to be
exercisable in accordance with its terms.
15. Effective Date. The Plan was adopted by the Board on February 12, 1998.
The Plan shall become effective as of the date it is approved by the
affirmative vote of the holders of a majority of the outstanding shares
of the Company. The Plan shall be null and void if shareholder approval
is not obtained within twelve (12) months of the adoption of the Plan
by the Board.
Exhibit 23(a)
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-________) pertaining to the Peoples Bancorp Inc. 1998 Stock
Option Plan of our report dated February 6, 1998, with respect to the
consolidated financial statements of Peoples Bancorp Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Charleston, West Virginia
September 3, 1998
Exhibit 24
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POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and/or directors of PEOPLES BANCORP INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on FORM S-8 for the registration of Common Shares for offering and
sale pursuant to the Peoples Bancorp Inc. 1998 Stock Option Plan hereby
constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each
of them, as his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign such Registration Statement and any and
all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of said attorneys-
in-fact and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all things that
each of said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his
hand this 9th day of April, 1998.
/s/ ROBERT E. EVANS
Robert E. Evans
/s/ PAUL T. THEISEN
Paul T. Theisen
/s/ GEORGE W. BROUGHTON
George W. Broughton
/s/ THOMAS C. VADAKIN
Thomas C. Vadakin
/s/ WILFORD D. DIMIT
Wilford D. Dimit
/s/ JOSEPH H. WESEL
Joseph H. Wesel
/s/ BARTON S. HOLL
Barton S. Holl
/s/ JEFFREY D. WELCH
Jeffrey D. Welch
/s/ REX E. MAIDEN
Rex E. Maiden
/s/ JOHN W. CONLON
John W. Conlon
/s/ NORMAN J. MURRAY
Norman J. Murray
