<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1997
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE PEOPLES BANCTRUST COMPANY, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
Alabama 63-0896239
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
310 BROAD STREET
Selma, Alabama 36701
---------------------------------------
(Address of Principal Executive Office)
THE PEOPLES BANCTRUST COMPANY, INC.
1992 Stock Option Plan
---------------------------------------
(Full title of the plan)
RICHARD P. MORTHLAND
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
The Peoples BancTrust Company, Inc.
310 Broad Street
Selma, Alabama 36701
-------------------------------------------------------------
(Name and address of agent for service)
(334) 875-1000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPIES TO:
EDWARD B. CROSLAND, JR., ESQ.
KUTAK ROCK
1101 CONNECTICUT AVENUE, N.W.
SUITE 1000
WASHINGTON, D.C. 20036-4374
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be registered registered Per Share Price Fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Common Stock,
$.10 par value 200,000(1) (2) $4,208,965(2) $1,242
===================================================================================================
</TABLE>
(1) Maximum number of shares issuable upon exercise of options granted or to be
granted under The Peoples BancTrust Company, Inc. 1992 Stock Option Plan,
as such amount may be increased in accordance with Section 11 of said plan
in the event of a merger, consolidation, recapitalization or similar event
involving the registrant.
(2) Under Rule 457(h) the registration fee may be calculated based upon the
price at which the options may be exercised. 200,000 shares are being
registered hereby, of which 79,100 are under option at a weighted average
exercise price of $9.65 per share ($763,315 in the aggregate). The
remainder of the shares, which are not presently subject to option (120,900
shares), are being registered based upon the average of the bid and asked
price of $28.50 per share of Common Stock on the Nasdaq Small-Cap Market on
December 19, 1997 ($3,445,650 in the aggregate). Accordingly, the total
amount of the offering being registered herein is $4,208,965.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION*
- -------
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
- -------
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in The Peoples
BancTrust Company, Inc. 1992 Stock Option Plan (the "Plan") in accordance with
Rule 428(b)(1) of the General Rules and Regulations Under the Securities Act of
1933 (the "1933 Act"). In accordance with the Note to Part I of Form S-8, such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
- -------
The Peoples BancTrust Company, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and, accordingly, files periodic reports and other information with the
Commission. Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference Section, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (File No. 0-13653).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
(e) The description of the Company's common stock, par value $0.10 per
share (the "Common Stock") contained in the Company's Notice of 1992 Annual
Meeting of Shareholders and Proxy Statement dated March 14, 1992 and the
Company's Registration Statement on Form 8-B dated June 5, 1985.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(a), 13(c),
14 AND 15(d) OF THE 1934 ACT AFTER THE DATE HEREOF AND PRIOR TO THE FILING OF A
POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SHARES OF COMMON STOCK OFFERED
HEREBY HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SUCH SHARES THEN REMAINING UNSOLD
SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT
AND TO BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
Item 4. DESCRIPTIONS OF SECURITIES
- -------
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- -------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- -------
The Articles of Incorporation of the Company generally provide for
indemnification to the extent authorized by applicable law. Division E of the
1994 Alabama Business Corporation Act sets forth circumstances under which
directors, officers, employees and agents of the registrant may be insured or
indemnified against liability which they may incur in their capacities, as
follows:
DIVISION E. INDEMNIFICATION
10-2B-8.50 DEFINITIONS. - In Division E of this Article 8:
(1) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A director is
considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise
involve services by, the director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.
(5) "Official capacity" means (i) when used with respect to a director,
the office of director in a corporation; and (ii) when used with respect to an
individual other than a director, as contemplated in Section 8.56, the office in
a corporation held by an officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the corporation. "Official
capacity" does not include service for any foreign or domestic corporation or
any partnership, joint venture, trust, employee benefit plan, or other
enterprise.
(6) "Party" includes an individual who was, is or is threatened to be
made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.
10-2B-8.51 AUTHORITY TO INDEMNIFY. (a) Except as provided in
subsection (d), a corporation may indemnify an individual made a party to a
proceeding because he or she is or was a director against liability incurred in
the proceeding if:
(1) The individual conducted himself or herself in good faith; and
2
<PAGE>
(2) The individual reasonably believed:
(i) In the case of conduct in his or her official capacity with
the corporation, that the conduct was in its best interests; and
(ii) In all other cases, that the conduct was at least not
opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual had no
reasonable cause to believe his or her conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose he or she reasonably believed to be in the interests of the participants
in, and beneficiaries of the plan is conduct that satisfies the requirements of
subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(d) A corporation may no indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the operation
in which the director was adjudged liable to the corporation; or
(2) In connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in his or her
capacity, in which the director was adjudged liable on the basis that
personal benefit was improperly received by him or her.
(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
10-2B-8.52 MANDATORY INDEMNIFICATION. A corporation shall indemnify a
director who was successful, on the merits or otherwise, in the defense of any
proceeding, or of any claim, issue or matter in such proceeding, where he or she
was a party because he or she is or was a director of the corporation, against
reasonable expenses incurred in connection therewith, notwithstanding that he or
she was not successful on any other claim, issue or matter in any such
proceeding.
10-2B-8.53 ADVANCE FOR EXPENSES. (a) A corporation may pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a written affirmative of
good faith belief that he or she has met the standard of conduct described
in Section 8.51;
(2) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it
is ultimately determined that the director did not meet the standard of
conduct, or is not otherwise entitled to indemnification under Section
8.519d), unless indemnification is approved by the court under Section
8.54;
(3) A determination is made that the facts then known to those making
the determination would not preclude indemnification under Division E of
this article.
(b) The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.
3
<PAGE>
(c) Determination and authorizations of payments under this section
shall be made in the manner specified in Section 8.55.
10-2B-8.54 COURT-ORDERED INDEMNIFICATION. A director of the
corporation who is a party to a proceeding may apply for indemnification to the
court conducting the proceedings, or may file an action therefor in another
court of competent jurisdiction if such court has jurisdiction over the
corporation and the corporation is a party to the proceeding. On receipt of such
an application or the filing of such an action, the court after giving any
notice it considers necessary may order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under Section
8.52, in which case the court shall also order the corporation to pay the
director's reasonable expenses incurred to obtain court-ordered indemnification;
or
(2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he or she met the
standard of conduct set forth in Section 8.51 or was adjudged liable as
described in Section 8.51(d), but if he or she was adjusted so liable the
indemnification is limited to reasonable expenses incurred.
10-2B-8.55 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION. (a) A
corporation may not indemnify a director under Section 8.51 unless authorized in
the specific case after a determination has been made that indemnification of
the director is permissible in the circumstances because the director has met
the standard of conduct set forth in Section 8.51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1), by
majority vote of a committee duly designated by the board of directors
(in which designation directors who are parties may participate)
consisting solely of two ore more directors not at the time parties to
the proceeding;
(3) By special legal counsel;
(i) Selected by the board of directors or its committee in
the manner prescribed in subdivision (1) or (2); or
(ii) If a quorum of the board of directors cannot be
obtained under subdivision (1) and a committee cannot be designated
under subdivision (2), selected by majority vote of the full
board of directors (in which selection directors who are parties
may participate); or
(4) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may
not be voted on the determination. A majority of the shares that are
entitled to vote on the transaction by virtue of not being owned by or
under the control of such directors constitutes a quorum for the
purpose of taking action under this section.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.
4
<PAGE>
10-2B-8.56 INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. (a) An
officer of a corporation who is not a director is entitled to mandatory
indemnification under Section 8.52, and is entitled to apply for court-ordered
indemnification under Section 8.54, in each case to the same extent as a
director.
(b) A corporation may indemnify and may advance expenses under Division
E of this article to an officer, employee, or agent of the corporation who is
not a director to the same extent as to a director.
10-2B-8.57 INSURANCE. A corporation may purchase and maintain
insurance, or furnish similar protection (including but not limited to trust
funds, self-insurance reserves, or the like), on behalf of an individual who is
or was a director, officer, employee, or agent of the corporation, or who, while
a director, officer, employee, or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture trust, employee benefit plan, or other enterprise, against
liability asserted against or incurred by him or her in that capacity or arising
from his or her status as a director, officer, employee or agent, whether or not
the corporation would have power to indemnify him or her against the same
liability under Section 8.51 or 8.52.
10-2B-8.58 APPLICATION OF INDEMNIFICATION PROVISIONS. (a) Any
indemnification, or advance for expenses, authorized under Division E of this
article shall not be deemed exclusive of and shall be in addition to that which
may be contained in a corporation's articles of incorporation, bylaws, a
resolution of its shareholders or board of directors, or in a contract or
otherwise.
(b) Division E of this article does not limit a corporation's power to
pay or reimburse expenses incurred by a director in connection with the
director's appearance as a witness in a proceeding at a time when he or she has
not been made a named defendant or respondent to the proceeding.
The registrant has purchased director and officer liability insurance
that insurers directors and officers against certain liabilities in connection
with the performance of their duties as directors and officers, and that
provides for payment to the registrant of costs incurred by it in indemnifying
its directors and officers.
The Company's Articles of Incorporation also provide that a director of
the Company shall not be personally liable to the Company or its shareholders
for monetary damages for any action taken, or any failure to take any action, as
a director, except for liability for (i) the amount of a financial benefit
received by a director to which he or she is not entitled; (ii) an intentional
infliction of harm on the Company or the shareholders; (iii) a violation of
Section 10-2B-8.33 of the 1994 Alabama Business Corporation Act ("Liability for
Unlawful Distributions"); (iv) an intentional violation of criminal law; or (v)
a breach of the director's duty of loyalty to the Company or its shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement --
5
<PAGE>
(i) 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;
(b) 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.
(c) 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.
2. 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 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.
3. 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 foregoing provisions, 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.
6
<PAGE>
SIGNATURES
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 Selma, State of Alabama, on December 29, 1997.
THE PEOPLES BANCTRUST COMPANY, INC.
By: /s/ Richard P. Morthland
------------------------
Richard P. Morthland
Chairman of the Board and
Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
We, the undersigned directors and officers of the registrant, hereby
severally constitute and appoint Richard P. Morthland our true and lawful
attorney and agent, to do any and all things in our names in the capacities
indicated below which said person may deem necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the registration statement on Form S-8 relating to the offering
of the registrant's Common Stock, including specifically, but not limited to,
power and authority to sign for us in our names in the capacities indicated
below the registration statement and any and all amendments (including post-
effective amendments) thereto; and we hereby approve, ratify and confirm all
that said person shall do or cause to be done by virtue thereof.
Signatures Title Date
- ---------- ----- ----
/s/ Richard P. Morthland Chairman of the Board December 29, 1997
- -------------------------- and Chief Executive Officer
Richard P. Morthland
/s/ Andrew C. Bearden, Jr. Executive Vice President December 29, 1997
- -------------------------- and Chief Financial Officer
Andrew C. Bearden, Jr.
/s/ Virginia L. Sellers Treasurer December 29, 1997
- ----------------------- (Principal Accounting Officer)
Virginia L. Sellers
/s/ Julius R. Brown Director December 29, 1997
- --------------------
Julius R. Brown
/s/ Clyde B. Cox, Jr. Director December 29, 1997
- ---------------------
Clyde B. Cox, Jr.
/s/ Harry W. Gamble, Jr. Director December 29, 1997
- ------------------------
Harry W. Gamble, Jr.
7
<PAGE>
Signatures Title Date
- ---------- ----- ----
/s/ Ted M. Henry Director December 29, 1997
- ----------------
Ted M. Henry
/s/ Elam P. Holley, Jr. Director, President and December 29, 1997
- ----------------------- Chief Operating Officer
Elam P. Holley, Jr.
/s/ Edith M. Jones Director December 29, 1997
- ------------------
Edith M. Jones
/s/ A.D. Lovelady Director December 29, 1997
- -----------------
A.D. Lovelady
/s/ Thomas E. Newton Director December 29, 1997
- --------------------
Thomas E. Newton
/s/ David Y. Pearce Director December 29, 1997
- -------------------
David Y. Pearce
/s/ C. Ernest Smith Director December 29, 1997
- -------------------
C. Ernest Smith
/s/ Julius E. Talton Director December 29, 1997
- --------------------
Julius E. Talton
8
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Description
------- -----------
4.1 The Peoples BancTrust Company, Inc. 1992 Stock Option Plan
4.2 Form of Stock Option Agreement to be entered into with Optionees
with respect to Incentive Stock Options granted under the 1992
Stock Option Plan
4.3 Form of Stock Option Agreement to be entered into with Optionees
with respect to Non-Incentive Stock Options granted under the 1992
Stock Option Plan
5 Opinion of Kutak Rock, as to the validity of the Common Stock being
registered
23.1 Consent of Reinhart, Boerner, Van Deuren, Norris & Rieselbach,
P.C. (appears in its opinion filed as Exhibit 5.1)
23.2 Consent of Independent Accountants
24 Power of Attorney of directors and officers of the Company
(included in the signature page to this Registration Statement)
9
<PAGE>
EXHIBIT 4.1
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
1992 STOCK OPTION PLAN
The Peoples BancTrust Company, Inc. (the "Corporation") sets forth herein
the terms of the 1992 Stock Option Plan (the "Plan") as follows:
1. PURPOSE OF THE PLAN.
The Plan is intended to advance the interests of the Corporation by
providing select key employees of the Corporation and its subsidiaries with the
opportunity to purchase shares of Common Stock of the Corporation. By
encouraging such stock ownership, the Corporation seeks to attract, retain and
motivate the best available personnel for positions of substantial
responsibility and to provide additional incentives to key employees of the
Corporation or any present or future parent or subsidiary of the Corporation to
expend maximum effort for the growth and success of the business. It is intended
that options issued pursuant to this Plan may constitute either ISOs or Non-lSOs
as defined below.
The Plan is not intended as an agreement or promise of employment. Neither
the Plan, nor any Option granted pursuant to the Plan, shall confer on any
person any right to continue in the employ of the Corporation. The right of the
Corporation to terminate an Employee is not limited by the Plan, nor by any
Option granted pursuant to the Plan, unless such right is specifically described
by the terms of any such Option.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Bank" shall mean The Peoples Bank and Trust Company, an Alabama
banking institution.
(b) "Board" shall mean the Board of Directors of the Corporation or
any Parent thereof.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Common Stock" shall mean the common stock, par value $1.00 per
share, of the Corporation./1/
Such par value to be $.10 per share if the proposed amendment to Article
IV, Section 4.1 of the Corporation's Articles of Incorporation is approved at
the 1992 Annual Meeting of the Shareholders.
(e) "Continuous Employment" or "Continuous Status as an Employee"
shall mean the absence of any interruption or termination of employment by the
Corporation or any present or future Parent or Subsidiary of the Corporation.
Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Corporation or in
the case of transfers between payroll locations of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.
(f) "Corporation" shall mean The Peoples BancTrust Company, Inc.,
an Alabama corporation, and any successor thereto.
(g) "Disinterested Director" shall mean any member of the Board who
is a "disinterested person" within the meaning of Rule 16b-3.
(h) "Effective Date" shall mean the date specified in Paragraph 13
hereof.
- -------------------
/1/ Such par value to be $.10 per share if the proposed amendment to Article IV,
Section 4.1 of the Corporations's Articles of Incorporation is approved at the
1992 Annual Meeting of the Shareholders.
<PAGE>
(i) "Employee" shall mean any person employed by the Corporation or
any present or future Parent or Subsidiary of the Corporation.
(j) "Option" shall mean an option, to purchase Shares, granted by
the Disinterested Directors pursuant to this Plan, whether the option is an
incentive stock option within the meaning of Section 422 of the Code (an "ISO"),
or an option that does not so qualify (a "Non-lSO").
(k) "Option Price" shall mean the price per Option Share at which
an Option may be exercised.
(l) "Optioned Shares" shall mean Shares subject to an Option
granted pursuant to this Plan.
(m) "Optionee" shall mean any person who receives an Option
pursuant to the Plan.
(n) "Parent" shall mean any present or future corporation which
would be a "parent corporation" as defined in Subsections 424(e) and (g) of the
Code.
(o) "Plan" shall mean this 1992 Stock Option Plan.
(p) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(q) "Share" shall mean a share of Common Stock.
(r) "Subsidiary" shall mean any present or future corporation which
would be a "subsidiary corporation" as defined in Subsections 424(f) and (g) of
the Code.
3. SHARES SUBJECT TO THE PLAN.
The aggregate number of Shares deliverable upon the exercise of Options
pursuant to the Plan shall not exceed 50,000 Shares. Such Shares may either be
authorized but unissued Shares or Shares held in treasury.
If Options should expire, become unexercisable or be forfeited for any
reason without having been exercised in full, the Optioned Shares shall, unless
the Plan shall have been terminated, be available for the grant of additional
Options under the Plan.
4. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Disinterested Directors who shall
have discretionary authority (but only to the extent not contrary to the express
provisions of the Plan or to resolutions adopted by the Board) to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the form, content, terms, and conditions of Options to be
granted under the Plan and to make other determinations necessary or advisable
for the administration of the Plan. All decisions, determinations and
interpretations of the Disinterested Directors shall be final and conclusive on
all persons affected thereby.
5. ELIGIBILITY.
(a) General Rule. In their sole discretion the Disinterested
Directors may grant Options to Employees of the Corporation or any present or
future Parent or Subsidiary. An Optionee who has been granted an Option may, if
otherwise eligible, be granted an additional Option or Options. However, no
Employee shall have a right to be granted an Option or, having received an
option, the right to again be granted an Option.
(b) Special Rules. The aggregate fair market value (determined in
accordance with Paragraph 7 hereof), as of the date the Option is granted, of
the Shares with respect to which ISOs are exercisable
2
<PAGE>
for the first time by an Employee during any calendar year (under all incentive
stock option plans, as defined in Section 422 of the Code, of the Corporation or
any present or future Parent or Subsidiary of the Corporation) shall not exceed
$100,000. Notwithstanding the prior provisions of this Paragraph, the
Disinterested Directors may grant Options in excess of the foregoing
limitations, in which case such Options granted in excess of such limitation
shall be Non-ISOs, as defined in Section 422 of the Code, pursuant to Section
422(d) of the Code.
6. TERM OF PLAN; TERM OF OPTIONS.
(a) Plan. The Plan shall continue in effect for a term of ten years
from the Effective Date, unless sooner terminated pursuant to Paragraph 16
hereof. No Option shall be granted under the Plan after ten (10) years from the
Effective Date. Options may be granted prior to approval of the Plan by
stockholders of the Corporation, if the exercise of such Options is subject to
such stockholder approval.
(b) Options. The term of each Option granted under the Plan shall
be established by the Disinterested Directors, but shall not exceed ten (10)
years; provided, however, that in the case of an Employee who owns Shares
representing more than 10% of the outstanding Common Stock at the time the
Option is granted, the term of an ISO shall not exceed five (5) years.
7. OPTION PRICE.
(a) General. The Option Price as to any particular ISO granted
under the Plan shall not be less than the fair market value of the Optioned
Shares on the date of grant. The Option Price as to any particular Non-ISO
granted under the Plan shall be determined by the Disinterested Directors on the
date of grant, but in no event shall be less than the par value of the Common
Stock on the date of grant. In the case of an Employee who owns Shares
representing more than 10% of the Corporation's outstanding Shares at the time
an ISO is granted, the Option Price shall not be less than 110% of the fair
market value of the Optioned Shares at the time the ISO is granted.
(b) Determination of Option Price For ISOs. If the Common Stock is
traded otherwise than on a national securities exchange at the time of the
granting of an ISO, then the Option Price per Share shall be not less than the
mean between the bid and asked price on the date the ISO is granted or, if there
is no bid and asked price on said date, then on the next prior business day on
which there was a bid and asked price. If no such bid and asked price is
available, then the Option Price per Share as to any particular ISO shall be
determined by the Disinterested Directors, in which event the Option Price
determined by the Disinterested Directors shall be conclusive. If the Common
Stock is listed on a national securities exchange (including the NASDAQ National
Market System) at the time of granting an ISO, then the Option Price per share
shall be not less than the average of the highest and lowest selling price on
such exchange on the date such Option is granted or if there were no sales on
said date, then the Option Price shall be not less than the mean between the bid
and asked price on such date. In no event shall the foregoing provisions of this
subparagraph 7(b) affect, or affect the determination of, the Option Price for a
Non-ISO.
(c) Reissuance of Options. Notwithstanding anything herein to the
contrary, the Disinterested Directors shall have the authority to cancel
outstanding Options with the consent of the Optionee and to grant new Options at
a lower Option Price equal to the then fair market value per share of Common
Stock in the event that the fair market value per share of Common Stock at any
time prior to the date of exercise of outstanding Options falls below the Option
Price of such Options.
8. EXERCISE OF OPTION.
(a) Procedure for Exercise. Any Option granted hereunder shall be
exercisable at such times and under such conditions as shall be permissible
under the terms of the Plan and of the Option granted to an Optionee by the
Disinterested Directors. An Option may not be exercised for a fractional Share.
3
<PAGE>
An Optionee may exercise Options granted pursuant to the Plan, subject to
provisions relative to its termination and limitations on its exercise, only by
(1) written notice of intent to exercise the Option with respect to a specified
number of Shares, and (2) payment to the Corporation (contemporaneously with
delivery of such notice) in cash, in Common Stock, or a combination of cash and
Common Stock, of the amount of the Option Price for the number of Shares with
respect to which the Option is then being exercised. Each such notice and
payment shall be delivered, or mailed by prepaid registered or certified mail,
addressed to the President of the Corporation at the Corporation's executive
offices. Common Stock utilized in full or partial payment of the Option Price
shall be valued at its fair market value at the date of exercise.
(b) Exercise During Employment or Following Death or Disability.
Except as may be otherwise specifically provided for by the terms of an Option
as may be authorized by the Disinterested Directors at the time of a grant, the
following requirements for exercise of an Option shall apply:
(1) An Option may be exercised by an Optionee only while he is
an Employee and has maintained Continuous Status as an Employee
since the date of the grant of the Option; subject, however, to
the exceptions set forth in subparagraphs (b)(2), (3) and (4)
hereof.
(2) In the event of the termination of the employment of an
Optionee, the Optionee may exercise an Option to the extent
exercisable at the date of termination of the Optionee's
employment, within a period of up to three months thereafter
(but not later than the date on which the Option would
otherwise expire); provided, however, that if the termination
of employment is (i) voluntary on the part of the Employee and,
prior to the date of such termination, the Disinterested
Directors do not authorize the Optionee to exercise the Option
within a period of up to three (3) months thereafter (but not
later than the date on which the Option would otherwise
expire), or (ii) for just cause (as defined in the Option),
then the Optionee's right to exercise any such option shall
expire on the date of such termination.
(3) In the event of the death of an Optionee, then to the
extent that the Optionee would have been entitled to exercise
the Option immediately prior to his death, such Option of the
deceased Optionee may be exercised within one year from the
date of his death (but not later than the date on which the
Option would otherwise expire) by the personal representatives
of his estate or person or persons to whom his rights under
such Option shall have passed by will or by the laws of descent
and distribution.
(4) In the event of the Permanent and Total Disability (as such
term is defined in Section 22(e)(3) of the Code) of an
Optionee, then to the extent that the Optionee would have been
entitled to exercise the Option immediately prior to his
Permanent and Total Disability, such Option may be exercised
within one year from the date of such Permanent and Total
Disability, but not later than the date on which the Option
would otherwise expire.
Notwithstanding the provisions of any Option which provides for its
exercise in installments as designated by the Disinterested Directors, such
Option shall become immediately exercisable upon death or Permanent and Total
Disability, as defined herein, of the Optionee.
The Disinterested Directors' determination as to whether an Optionee's
Continuous Employment has ceased, and the effective date thereof shall be final
and conclusive with respect to all persons affected thereby.
(c) Notwithstanding anything herein to the contrary, in no event
shall any Option granted pursuant to the Plan be exercisable for six months from
the date of grant, except in the event of the death, retirement or Permanent and
Total Disability of the Optionee.
4
<PAGE>
9. CHANGE IN CONTROL
Notwithstanding the provisions of any Option which provides for its
exercise in installments as designated by the Disinterested Directors, such
Option shall become immediately exercisable in the event of a change in control
or offer to effect a change in control. At such time, the Optionee shall, at the
discretion of the Disinterested Directors, be entitled to receive cash in an
amount equal to the excess of the fair market value of the Common Stock
(determined in accordance with Paragraph 7 hereof) subject to such Option over
the Option Price of such shares, in exchange for the surrender of such Options
by the Optionee. For purposes of this Paragraph, "change in control" shall mean
the acquisition of the beneficial ownership (as that term is defined in Rule
13d-3 of the General Rules and Regulations under the Securities Exchange Act of
1934) of 25% or more of the voting securities of the Corporation by any person
or by persons acting as a group within the meaning of Section 13(d) of the
Securities Exchange Act of 1934; and "offer" shall refer to every offer to buy
or acquire, solicitation of an offer to sell, tender offer for, or request of
invitation for tenders of, the voting securities of the Corporation for value;
provided, however, that for the purposes hereof no change in control or offer to
effect a change in control shall be deemed to have occurred if prior to the
acquisition of, or offer to acquire, 25% or more of the voting securities of the
Corporation, the full Board shall have adopted by not less than a two-thirds
vote a resolution specifically approving such acquisition or offer. 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 Disinterested Directors as to whether a change in control, or
offer to effect a change in control, has occurred shall be conclusive and
binding.
10. NON-TRANSFERABILITY OF OPTIONS.
Options granted under the Plan may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent and distribution. An Option may be exercised, during the
lifetime of the Optionee, only by the Optionee.
11. EFFECT OF CHANGE IN COMMON SHARES SUBJECT TO THE PLAN.
In the event that each of the outstanding Shares of Common stock (other
than Shares held by dissenting shareholders) shall be changed into or exchanged
for a different number or kind of shares of capital stock of the Corporation or
of another corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, stock dividend, split-up, combination of
shares, or otherwise), then there shall be substituted for each Share of Common
Stock then under Option or available for Option the number and kind of shares of
capital stock into which each outstanding Share of Common Stock (other than
Shares held by dissenting stockholders) shall be so changed or for which each
such Share shall be so exchanged, together with an appropriate adjustment of the
Option Price.
In the event there shall be any change in the number of, or kind of, issued
shares of Common Stock, or of any capital stock; or other securities into which
such Common Stock shall have been changed, or for which it shall have been
exchanged, then if the Disinterested Directors shall, in their sole discretion,
determine that such change equitably requires an adjustment in the number, or
kind, or Option Price of Shares then subject to an Option or available for
Option, such adjustment shall be made by the Disinterested Directors and shall
be effective and binding for all purposes of the Plan
If the Corporation dissolves or is liquidated, or if the Corporation is not
the surviving or resulting entity in a merger or consolidation, every Option
outstanding hereunder shall terminate, except that the surviving or resulting
entity may, in its sole discretion, tender an option or options to purchase its
shares on its terms and conditions, both as to the number of shares and
otherwise. The Disinterested Directors may, in their sole discretion, accelerate
the exercisability of Options in contemplation of such action, but only to the
extent permitted by state and federal law, and, with respect to ISOs, only to
the extent permissible under Section 422 of the Code.
5
<PAGE>
12. TIME OF GRANTING OPTIONS.
The date of grant of an Option under the Plan shall, for all purposes, be
the date on which the Disinterested Directors make the determination of granting
such Option. Notice of the determination shall be given to each Optionee to whom
an Option is so granted within a reasonable time after the date of such grant.
13. EFFECTIVE DATE.
The Effective Date of the Plan shall be January 1, 1992. The Plan shall
continue in effect for a term of ten years from the Effective Date, unless
sooner terminated under Paragraph 16 hereof.
14. APPROVAL BY STOCKHOLDERS.
The Plan shall be approved by stockholders of the Corporation within twelve
(12) months before or after the Effective Date.
15. MODIFICATION, EXTENSION OR RENEWAL OF OPTIONS.
At any time, and from time to time, the Disinterested Directors may execute
an instrument providing for the modification, extension or renewal of any
outstanding Option, provided no such modification, extension or renewal shall
confer on the holder of said Option any right or benefit which could not be
conferred on him by the grant of a new Option at such time, or impair the Option
without the consent of the holder of the Option.
16. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time, with respect to any Shares at the time not
subject to Options, suspend or terminate the Plan or amend or revise the terms
of the Plan; provided, however, that any amendment of the Plan shall be approved
by stockholders to the extent that stockholder approval is necessary.
No amendment, suspension or termination of the Plan shall without the
consent of any affected Optionee, alter or impair any rights or obligations
under any Option therefore granted to such Optionee under the Plan.
17. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Shares of Common Stock shall not be issued with respect to any
Option granted under the Plan unless the issuance and delivery of such Shares
shall comply with all relevant provisions of federal and state law.
(b) The inability of the Corporation to obtain approval from any
regulatory body or authority deemed by the Corporation's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder shall relieve the
Corporation of any liability in respect of the non-issuance or sale of such
Shares. As a condition to the exercise of an Option, the Corporation may require
the person exercising the Option to make such representations and warranties as
may be necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
(c) In their sole discretion, the Disinterested Directors may
provide in any Option granted hereunder that all or some of the Shares
purchased upon exercise of the Option are subject to such restrictions as the
Disinterested Directors may deem appropriate, including without limitation, a
minimum holding period, a right or rights of first refusal, or a combination of
a minimum holding period and a right or rights of first refusal.
6
<PAGE>
18. RESERVATION OF SHARES.
The Corporation, during the term of the Plan, shall reserve and keep
available a number of Shares sufficient to satisfy the requirements of the Plan.
19. WITHHOLDING TAX.
The Corporation's obligation to deliver shares of Common Stock upon
exercise of Options, in whole or in part, shall be subject to the Optionee's
satisfaction of all applicable federal, state and local income and employment
tax withholding obligations. The Disinterested Directors, in their sole
discretion, may permit the Optionee to satisfy the obligation, in whole or in
part, by irrevocably electing to have the Corporation withhold shares of Common
Stock, or to deliver to the Corporation shares of Common Stock that he already
owns, having a value equal to the amount required to be withheld. The value of
shares to be withheld, or delivered to the Corporation, shall be based on the
fair market value of the shares, as determined in accordance with procedures to
be established by the Disinterested Directors, on the date the amount of tax to
be withheld is to be determined (the "Tax Date"). The Optionee's election to
have shares withheld, or delivered to the Corporation, for this purpose shall be
subject to the following restrictions:
(a) The election must be made prior to the Tax Date.
(b) The election must be irrevocable.
(c) The election will be subject to the disapproval of the
Disinterested Directors.
(d) If an optionee is a person whose transactions in stock of the
Corporation are subject to Section 16(b) of the Securities Exchange
Act of 1934 and the Plan is then intended to qualify under
Rule 16b-3, such election may not be made within six months of the
date the Option is granted and must be made during the period
beginning on the third business day and ending on the twelfth
business day that follows the release of the Corporation's quarterly
or annual summary statement of sales and earnings.
20. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws of
the State of Alabama, except to the extent preempted by federal law. The Plan is
intended to comply with Rule 16b-3. Any provision inconsistent with Rule 16b-3
shall be inoperative and shall not affect the validity of the Plan.
7
<PAGE>
EXHIBIT 4.2
<PAGE>
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
------------
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
-------------------
with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
-------------------------------
<TABLE>
<CAPTION>
Years of Continous Employment Percentage of Total Shares Subject to Option
After Date of Grant of Option Which May Be Exercised
- -------------------------------------------- ----------------------------------------------
<S> <C>
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 _______________ %
</TABLE>
(ii) Method of Exercise. This Option shall be exercisable by a
------------------
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
- -------------------------
/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.
<PAGE>
(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
-----------
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
-----------------------------
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
--------------
_______/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:
-----------------------------------
Attest:
------------------------------
- -------------------
Date of Grant
(Seal)
- ----------------
/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.
2
<PAGE>
Exhibit 4.3
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
THE PEOPLES BANCTRUST COMPANY, INC.
1992 STOCK OPTION PLAN
STOCK OPTION for a total of ____ shares of Common Stock, par value $.10 per
share (the "Common Stock"), of The Peoples BancTrust Company, Inc. (the
"Company") is hereby granted to _________ (the "Optionee") at the price set
forth herein, and in all respects subject to the terms, definitions and
provisions of The Peoples BancTrust Company, Inc. 1992 Stock Option Plan (the
"Plan") adopted by the Company which is incorporated by reference herein,
receipt of which is hereby acknowledged. Such Stock Options do not comply with
---
Options granted under Section 422 of the Internal Revenue Code of 1986, as
amended.
1. Option Price. The option price is $__________ for each share.
-------------
2. Exercise of Option. This Option shall be exercisable in accordance
-------------------
with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
-------------------------------
<TABLE>
<CAPTION>
Years of Continous Employment Percentage of Total Shares Subject to Option
After Date of Grant of Option Which May Be Exercised
- ----------------------------------------------- --------------------------------------------------
<S> <C>
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 _______________ %
</TABLE>
(ii) Method of Exercise. This Option shall be exercisable by a
------------------
written notice which shall:
(a) State the election to exercise the Option, the number of
shares with respect to which it is being exercised, the person in
whose name the stock certificate or certificates for such shares
of Common Stock is to be registered, his address and Social
Security Number (or if more than one, the names, addresses and
Social Security Numbers of such persons);
(b) Contain such representations and agreements as to the
holders' investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(c) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or
persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such
person or persons to exercise the Option; and
<PAGE>
(d) Be in writing and delivered in person or by certified mail
to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by (i) certified or bank cashier's or
teller's check, (ii) Common Stock, or (iii) a combination of (i) and (ii), as
determined by the Board of Directors. The certificate or certificates for shares
of Common Stock as to which the Option shall be exercised shall be registered in
the name of the person or persons exercising the Option.
(iii) Restrictions on exercise: Securities Registration. The Option
-------------------------------------------------
may not be exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state securities or other
law or valid regulation. As a condition to his exercise of this Option, the
Company may require the Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation, including such
representations and warranties as may be necessary to assure the availability of
an exemption from the registration requirements of federal or state securities
laws. The Optionee shall agree to hold the shares acquired by his exercise of
the Option for investment and not with a view to resale or distribution thereof
to the public. In the event that the Company shall nevertheless deem it
necessary or appropriate to register the shares to be acquired by the Optionee
under the Securities Act of 1933 and any applicable state securities law, or to
qualify such shares for an exemption from such registration requirements, then
the Company shall take such action at its own expense prior to delivery of such
shares.
3. Withholding. The Optionee hereby agrees that the exercise of the Option
-----------
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
-----------------------------
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable for more than
--------------
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
THE PEOPLES BANCTRUST COMPANY, INC.
By:
----------------------------------------
Attest:
-------------------------------------
- ---------------------------
Date of Grant
(Seal)
2
<PAGE>
Exhibit 5
<PAGE>
December 29 , 1997
Board of Directors
The Peoples BancTrust Company, Inc.
310 Broad Street
Selma, Alabama 36701
Re: The Peoples BancTrust Company, Inc.
1992 Stock Option Plan;
Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to The Peoples BancTrust Company,
Inc., an Alabama corporation (the "Company"), in connection with the preparation
of the Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 200,000 shares of common stock, par value $0.10 per share
(the "Common Stock"), of the Company which may be issued upon the exercise of
stock options granted or which may be granted under The Peoples BancTrust
Company, Inc. 1992 Stock Option Plan (the "Plan"), all as more fully described
in the Registration Statement. You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law as well
have deemed necessary for purposes of this opinion and, based thereon, we are of
the opinion that the Common Stock, when issued pursuant to the exercise of stock
options granted under and in accordance with the terms of the Plan, will be duly
and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference to our firm included under the caption
"Legal Opinion" in the Prospectus which is part of the Registration Statement.
Very truly yours,
/S/ KUTAK ROCK
<PAGE>
EXHIBIT 23.2
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of The Peoples BancTrust Company, Inc. on Form S-8 (the "Registration
Statement") of our report dated February 7, 1997, on our audits of the
consolidated financial statements as of December 31, 1996 and 1995, and for each
of the three years in the period ended December 31, 1996. We also consent to
the reference to our firm under the caption "Experts" in the Prospectus which is
part of the Registration Statement.
/s/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
Birmingham, Alabama
December 26, 1997
