-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CgcCTOZ6OzScSTm8RTM4B61eIOnu0Hso0j/wvc5snUMo4b97D4KMXcS4/128tFlR SRCEDFKIOMTjwFTiKDFhQg== 0000318300-05-000073.txt : 20050419 0000318300-05-000073.hdr.sgml : 20050419 20050419160254 ACCESSION NUMBER: 0000318300-05-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050419 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050419 DATE AS OF CHANGE: 20050419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES BANCORP INC CENTRAL INDEX KEY: 0000318300 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 310987416 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16772 FILM NUMBER: 05759371 BUSINESS ADDRESS: STREET 1: 138 PUTNAM ST STREET 2: P O BOX 738 CITY: MARIETTA STATE: OH ZIP: 45750-0738 BUSINESS PHONE: 7403733155 8-K 1 frm8kdirectorcompensation.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2005 -------------- PEOPLES BANCORP INC. --------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Ohio 0-16772 31-0987416 - ---------------------------- ---------------- ------------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification Number) 138 Putnam Street, PO Box 738 Marietta, Ohio 45750-0738 - ------------------------------------------------- --------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740) 373-3155 -------------- Not applicable ----------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Index to Exhibits on Page 4 SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS Item 1.01. Entry into a Material Definitive Agreement. ------------------------------------------------------ CHANGES IN DIRECTORS' FEES At the meeting of the Board of Directors (the "Board") of Peoples Bancorp Inc. ("Peoples") held on April 14, 2005, the Board, upon the recommendation of the Compensation Committee, approved changes in the fees to be paid to directors of Peoples and to directors of Peoples' subsidiary bank, Peoples Bank, National Association ("Peoples Bank"). These changes will be effective May 1, 2005. The quarterly fee to be paid to each director of Peoples, other than Robert E. Evans and Mark F. Bradley, will be increased from $850 per calendar quarter to $1,000 per calendar quarter; while the meeting fee will be increased from $600 per meeting attended to $1,000 per meeting attended. Messrs. Evans and Bradley will receive no quarterly fees or meeting fees in their respective capacities as employee directors of Peoples. Each director of Peoples also serving on the Audit Committee of the Peoples Board will receive $500 for attending each committee meeting of at least 30 minutes duration (up from $400) and continue to receive $100 for attending each committee meeting of less than 30 minutes duration. In addition, the Chair of the Audit Committee of the Peoples Board will receive an additional quarterly fee of $1,250 per calendar quarter. Each director of Peoples also serving on the Compensation Committee of the Peoples Board will receive $500 for attending each committee meeting of at least 30 minutes duration (up from $200) and continue to receive $100 for attending each committee meeting of less than 30 minutes duration. In addition, the Chair of the Compensation Committee of the Peoples Board will receive an additional quarterly fee of $750 per calendar quarter. Each director of Peoples also serving on the Executive Committee of the Peoples Board (other than Robert E. Evans and Mark F. Bradley) or the Governance and Nominating Committee of the Peoples Board will continue to receive $200 for attending each committee meeting of at least 30 minutes duration and $100 for attending each committee meeting of less than 30 minutes duration. Messrs. Evans and Bradley will receive no meeting fees in their respective capacities as members of the Executive Committee of the Peoples Board. Each director of Peoples, other than Robert E. Evans and Mark F. Bradley, who also serves as a director of Peoples Bank will continue to receive $600 per calendar quarter as a quarterly fee and will receive $500 for each meeting attended (up from $400 per meeting). Messrs. Evans and Bradley will receive no quarterly fees or meeting fees in their respective capacities as employee directors of Peoples Bank. In addition, each director of Peoples, other than Messrs. Evans and Bradley, who also serves as a member of a Peoples Bank Board committee will contine to receive $200 for attending each Peoples Bank Board committee meeting of at least 30 minutes duration and $100 for attending each Peoples Bank Board committee meeting of less than 30 minutes duration. Messrs. Evans and Bradley will receive no meeting fees in their respective capacities as members of any committee of the Peoples Bank Board. Directors who travel a distance of more than 50 miles (round trip) to attend a Board or Board committee meeting of Peoples or Peoples Bank will receive a $50 travel fee. A single travel fee of $50 will be paid for multiple meetings occurring on the same day. In addition, if a director of Peoples or Peoples Bank stays overnight to attend a meeting, that director will be reimbursed the actual cost of overnight accommodations. AUTOMATIC GRANT OF NON-QUALIFIED STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS OF PEOPLES BANCORP INC. Pursuant to the terms of the Peoples Bancorp Inc. 2002 Stock Option Plan (the "2002 Plan"), on April 14, 2005, each individual serving as a non-employee director of Peoples (a "Non-Employee Director") was automatically granted a non-qualified stock option (a "Director Option") to purchase 1,155 common shares of Peoples. The Non-Employee Directors of Peoples on April 14, 2005 were: Carl L. Baker, Jr.; George W. Broughton; Frank L. Christy; Wilford D. Dimit; Richard Ferguson; Robert W. Price; Theodore P. Sauber; Paul T. Theisen; Joseph H. Wesel; and Thomas J. Wolf. The Director Options have an exercise price of $26.01 (the fair market value of the underlying common shares of Peoples on April 14, 2005) and a ten-year term expiring on April 14, 2015. The Director Options will become fully vested on April 14, 2006. Under the 2002 Plan, if a Non-Employee Director ceases to be a director of Peoples due to death, disability (after completing at least three years of service) or retirement (after completing at least five years of service), the Director Options held by the Non-Employee Director will immediately vest in full and may be exercised until the earlier of 12 months after ceasing to so serve or the expiration date of the Director Options. If a Non-Employee Director voluntarily ceases to serve as a director of Peoples, only those Director Options which are exercisable on the date of termination of service may be exercised by the Non-Employee Director and only for a period of 12 months after the date of termination of service, subject to the expiration date of the Director Options. If a Non-Employee Director's service as a director of Peoples is terminated for cause, the Director Options held by the Non-Employee Director will be immediately forfeited. The form of Stock Option Agreement used in connection with the grant of Director Options to Non-Employee Directors of Peoples under the 2002 Plan is filed with this Current Report on Form 8-K as Exhibit 10.2. AMENDMENT TO INCENTIVE AWARD PLAN At the meeting of the Peoples Board held on April 14, 2005, the Board, upon the recommendation of the Compensation Committee, approved an amendment to the Peoples Bancorp Inc. Incentive Award Plan, which has also sometimes been referred to as the Performance Compensation Program (the "Incentive Plan"). Executive officers of Peoples and other employees of Peoples and its subsidiaries are eligible to earn annual incentive awards under the Incentive Plan based upon the achievement of pre-established company, departmental and individual objectives. Under the terms of the Incentive Plan, executive officers of Peoples are required to defer for a period of three years 25% of their incentive award otherwise payable under the terms of the Incentive Plan and have the option to defer any remaining portion of their incentive award as well as further defer previous mandatory deferrals until they reach normal retirement age (a "Voluntary Deferral Election"). The amendment to the Incentive Plan which was approved by the Peoples Board on April 14, 2005, affords employees participating in the Incentive Plan the opportunity to make a one-time election, for the 2005 plan year only, (a) to cancel an outstanding Voluntary Deferral Election with respect to amounts deferred after December 31, 2004 or (b) to terminate participation in the Incentive Plan and receive distribution of all accrued benefits under the Incentive Plan. This election is being provided in accordance with the transition relief in respect of new Section 409A of the Internal Revenue Code of 1986, as amended, described in Question 20 of the Guidance Under 409A of the Internal Revenue Code - Notice 2005-1 issued by the United States Department of Treasury. SECTION 8 - OTHER EVENTS Item 8.01. Other Events. ------------------------- The Annual Meeting of Shareholders (the "Annual Meeting") of Peoples was held on April 14, 2005. At the Annual Meeting, each of the following directors was re-elected by the shareholders of Peoples to serve for a three-year term expiring in 2008: Mark F. Bradley; Frank L. Christy; Theodore P. Sauber; and Joseph H. Wesel. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01. Financial Statements and Exhibits. ---------------------------------------------- (a) and (b) Not applicable (c) Exhibits: The following exhibits are filed with this Current Report on Form 8-K: Exhibit No. Description ----------- ------------------------------------------------- 10.1 Summary of Cash Compensation Payable to Directors of Peoples Bancorp Inc. Effective May 1, 2005 10.2 Form of Stock Option Agreement used in connection with grant of non-qualified stock options to Non-Employee Directors of Peoples Bancorp Inc. under the Peoples Bancorp Inc. 2002 Stock Option Plan (reflects adjustments for 10% stock dividend issued on June 28, 2002 and 5% stock dividend issued on August 29, 2003) [Remainder of page intentionally left blank; signature on following page.] SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PEOPLES BANCORP INC. Dated: April 19, 2005 /S/ By: MARK F. BRADLEY ------------------------------------- Mark F. Bradley President and Chief Operating Officer INDEX TO EXHIBITS Current Report on Form 8-K Dated April 19, 2005 Peoples Bancorp Inc. Exhibit No. Description ----------- ------------------------------------------------- 10.1 Summary of Cash Compensation Payable to Directors of Peoples Bancorp Inc. Effective May 1, 2005 10.2 Form of Stock Option Agreement used in connection with grant of non-qualified stock options to Non-Employee Directors of Peoples Bancorp Inc. under the Peoples Bancorp Inc. 2002 Stock Option Plan (reflects adjustments for 10% stock dividend issued on June 28, 2002 and 5% stock dividend issued on August 29, 2003) EX-10 2 exhibit10_1.txt EXHIBIT 10.1 SUMMARY OF CASH COMPENSATION Exhibit 10.1 ------------ Summary of Cash Compensation Payable to Directors of Peoples Bancorp Inc. Effective May 1, 2005 At the meeting of the Board of Directors (the "Board") of Peoples Bancorp Inc. ("Peoples") held on April 14, 2005, the Board, upon the recommendation of the Compensation Committee, approved changes in the fees to be paid to directors of Peoples and to directors of Peoples' subsidiary bank, Peoples Bank, National Association ("Peoples Bank"). These changes will be effective May 1, 2005. The quarterly fee to be paid to each director of Peoples, other than Robert E. Evans and Mark F. Bradley, will be increased from $850 per calendar quarter to $1,000 per calendar quarter; while the meeting fee will be increased from $600 per meeting attended to $1,000 per meeting attended. Messrs. Evans and Bradley will receive no quarterly fees or meeting fees in their respective capacities as employee directors of Peoples. Each director of Peoples also serving on the Audit Committee of the Peoples Board will receive $500 for attending each committee meeting of at least 30 minutes duration (up from $400) and continue to receive $100 for attending each committee meeting of less than 30 minutes duration. In addition, the Chair of the Audit Committee of the Peoples Board will receive an additional quarterly fee of $1,250 per calendar quarter. Each director of Peoples also serving on the Compensation Committee of the Peoples Board will receive $500 for attending each committee meeting of at least 30 minutes duration (up from $200) and continue to receive $100 for attending each committee meeting of less than 30 minutes duration. In addition, the Chair of the Compensation Committee of the Peoples Board will receive an additional quarterly fee of $750 per calendar quarter. Each director of Peoples also serving on the Executive Committee of the Peoples Board (other than Robert E. Evans and Mark F. Bradley) or the Governance and Nominating Committee of the Peoples Board will continue to receive $200 for attending each committee meeting of at least 30 minutes duration and $100 for attending each committee meeting of less than 30 minutes duration. Messrs. Evans and Bradley will receive no meeting fees in their respective capacities as members of the Executive Committee of the Peoples Board. Each director of Peoples, other than Robert E. Evans and Mark F. Bradley, who also serves as a director of Peoples Bank will continue to receive $600 per calendar quarter as a quarterly fee and will receive $500 for each meeting attended (up from $400 per meeting). Messrs. Evans and Bradley will receive no quarterly fees or meeting fees in their respective capacities as employee directors of Peoples Bank. In addition, each director of Peoples, other than Messrs. Evans and Bradley, who also serves as a member of a Peoples Bank Board committee will receive $200 for attending each Peoples Bank Board committee meeting of at least 30 minutes duration and $100 for attending each Peoples Bank Board committee meeting of less than 30 minutes duration. Messrs. Evans and Bradley will receive no meeting fees in their respective capacities as members of any committee of the Peoples Bank Board. Directors who travel a distance of more than 50 miles (round trip) to attend a Board or Board committee meeting of Peoples or Peoples Bank will receive a $50 travel fee. A single travel fee of $50 will be paid for multiple meetings occurring on the same day. In addition, if a director of Peoples or Peoples Bank stays overnight to attend a meeting, that director will be reimbursed the actual cost of overnight accommodations. EX-10 3 exhibit10_2.txt EXHIBIT 10.2 FORM OF STOCK OPTION AGREEMENT Exhibit 10.2 ------------ PEOPLES BANCORP INC. 2002 STOCK OPTION PLAN STOCK OPTION AGREEMENT Director of PEOPLES BANCORP INC. (Non-Qualified Stock Option) This stock option agreement ("AGREEMENT") is made to be effective as of ___________, 20_____ (the "Date of the Grant"), by and between the COMPANY and _________________ (the "OPTIONEE"). Terms in appearing in bold capital letters shall have the meanings as defined in the Peoples Bancorp Inc. 2002 Stock Option Plan (the "PLAN"). WITNESSETH: Whereas, the BOARD OF DIRECTORS adopted the PLAN on February 14, 2002; and Whereas, the shareholders of the COMPANY, upon the recommendation of the BOARD, approved the PLAN at the Annual Meeting of Shareholders held on April 11, 2002; and Whereas, pursuant to the provisions of the PLAN, each member of the BOARD OF DIRECTORS who is not an employee of the COMPANY is to be granted a STOCK OPTION to acquire SHARES of the COMPANY in accordance with the provisions of the PLAN; Now, Therefore, in consideration of the premises, the parties hereto make the following agreements, intending to be legally bound thereby: Section 1 Grant of STOCK OPTION. The COMPANY hereby grants to the OPTIONEE a STOCK OPTION to purchase 1,155 (ONE THOUSAND ONE HUNDRED FIFTY-FIVE) SHARES of the COMPANY. This STOCK OPTION is not intended to qualify as an INCENTIVE STOCK OPTION under Section 422 of the CODE. Section 2 Terms and Conditions of the STOCK OPTION. (A) Exercise Price. The exercise price to be paid by the OPTIONEE to the COMPANY upon the exercise of the STOCK OPTION shall be $_____ per SHARE (the "EXERCISE PRICE"), subject to further adjustment as provided herein. (B) Exercise of the STOCK OPTION. The STOCK OPTION may be exercised in full on or after _________ (the first anniversary of the DATE OF GRANT), subject to Section 2(C) below. In the event of a CHANGE IN CONTROL, the STOCK OPTION shall become exercisable in full, whether or not then exercisable by its terms, immediately upon consummation of the CHANGE IN CONTROL. The grant of this STOCK OPTION shall not confer upon the OPTIONEE any right to continue as a director of the COMPANY or any SUBSIDIARY, nor limit in any way the right of the COMPANY or the shareholders of the COMPANY to terminate the OPTIONEE'S status as a director in accordance with law or the governing corporate documents of the COMPANY. (C) STOCK OPTION Term. This STOCK OPTION shall in no event be exercisable after the expiration of ten (10) years from the date of this AGREEMENT. (D) Method of Exercise. To the extent that it is exercisable, this STOCK OPTION may be exercised by mailing or delivering to the COMMITTEE a written notice of exercise, signed by the OPTIONEE, or in the event of the death of the OPTIONEE, by such other person as is entitled to exercise the STOCK OPTION. The notice of exercise shall state the number of SHARES in respect of which the STOCK OPTION is being exercised, and shall be accompanied by the payment of the full EXERCISE PRICE of such SHARES, for the payment of the full EXERCISE PRICE of the SHARES being purchased. The EXERCISE PRICE may be paid in cash, or by the transfer by the OPTIONEE to the COMPANY of free and clear SHARES already owned by the OPTIONEE and having a FAIR MARKET VALUE on the exercise date equal to the EXERCISE PRICE, or by a combination of cash and SHARES already owned by the OPTIONEE equal in the aggregate to the EXERCISE PRICE for the SHARES being purchased. Section 3 Adjustments and Changes in the SHARES subject to the STOCK OPTION. In the event there is any change in SHARES resulting from stock splits, stock dividends, combinations or exchanges of shares, or other similar capital adjustments, the number of SHARES subject to the STOCK OPTION, and the EXERCISE PRICE of the SHARES, shall be appropriately adjusted to reflect such change. Section 4 Non-Assignability of the STOCK OPTION. This STOCK OPTION may not be transferred or assigned other than (i) by will or the laws of descent and distribution, or (ii) pursuant to a qualified domestic relations order (as defined in Section 401(a)(13) of the CODE or Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended. Subject to the foregoing, during the lifetime of the OPTIONEE, this STOCK OPTION may be exercised only by the OPTIONEE, the OPTIONEE's guardian, or the OPTIONEE's legal representative. Section 5 Exercise After OPTIONEE Ceases to be a Director. (A) If the OPTIONEE ceases to be a director of the COMPANY or any SUBSIDIARY due to (a) Death; (b) DISABILITY and the director has at least three (3) years of continuous service; or (c) Retirement, and the director has at least five (5) years of continuous service; then the STOCK OPTION granted to the OPTIONEE under this Agreement may be exercised in full, whether or not then exercisable by its terms, on or before the earlier of (i) expiration of the term of the STOCK OPTION, or (ii) twelve (12) months after the date the OPTIONEE ceases to be a director. (B) If the OPTIONEE voluntarily ceases to be a director of the COMPANY or any SUBSIDIARY, then only the STOCK OPTION subject to exercise immediately prior to the termination may be exercised on or before the earlier of (i) expiration of the term of the STOCK OPTION, or (ii) twelve (12) months after the date the OPTIONEE ceases to be a director. (C) If the OPTIONEE ceases to be a director of the COMPANY or any SUBSIDIARY due to Cause, all unexercised STOCK OPTIONS shall immediately terminate. Section 6 Restrictions on Exercise. Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding: (A) The STOCK OPTION shall be exercisable only for the purchase of any SHARES which, at the time of such exercise and purchase: (i) Are registered under the Securities Act of 1933, as amended (the "ACT"); and (ii) Are the subject matter of an exempt transaction or are registered by description, by coordination or by qualification, or at such time are the subject matter of a transaction which has been registered by description, all in accordance with Chapter 1707 of the Ohio Revised Code, as amended; and (iii) Satisfy the laws of any state applicable to such exercise and purchase. (B) If any SHARES subject to the STOCK OPTION are sold or issued upon the exercise thereof to a person who, at the time of such exercise or thereafter, is an affiliate of the COMPANY for purposes of Rule 144 promulgated under the ACT, or are sold and issued in reliance upon exemptions under the securities laws of any state, then upon such sale and issuance: (i) Such SHARES shall not be transferable by the holder thereof, and neither the COMPANY nor its transfer agent or registrar, if any, shall be required to register or otherwise to give effect to any transfer thereof and may prevent any such transfer, unless the COMPANY shall have received an opinion from its counsel to the effect that any such transfer would not violate the ACT or the applicable laws of any state; and (ii) The COMPANY may cause each certificate evidencing such SHARES to bear a legend reflecting the applicable restrictions on the transfer thereof. (C) Any certificate issued to evidence SHARES as to which the STOCK OPTION has been exercised may bear such legends and statements as the COMPANY shall deem advisable to insure compliance with applicable federal and state laws and regulations. (D) Nothing contained in this AGREEMENT or elsewhere shall be construed to require the COMPANY to take any action whatsoever to make the STOCK OPTION exercisable or to make transferable any SHARES purchased and issued upon the exercise of the STOCK OPTION. Section 7 Rights of the OPTIONEE as a Shareholder. The OPTIONEE shall have no rights or privileges as a shareholder of the COMPANY with respect to any SHARES of the COMPANY covered by the STOCK OPTION until the date of issuance and delivery of a certificate to the OPTIONEE evidencing such SHARES. Section 8 PLAN as Controlling. All terms and conditions of the PLAN applicable to the STOCK OPTION which are not set forth in this AGREEMENT shall be deemed incorporated herein by reference. In the event any term or condition of this AGREEMENT is inconsistent with the terms and conditions of the PLAN, the PLAN shall be deemed controlling. Section 9 Governing Law. This AGREEMENT shall be governed by, and construed in accordance with, the laws of the State of Ohio. Section 10 Rights and Remedies Cumulative. All rights and remedies of the COMPANY and of the OPTIONEE enumerated in this AGREEMENT shall be cumulative and, except as expressly provided otherwise in this AGREEMENT, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently. Section 11 Captions. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this AGREEMENT or its interpretation, construction or meaning and are no way to be construed as a part of this AGREEMENT. Section 12 Notices and Payments. All payments required or permitted to be made under the provisions of this AGREEMENT, and all notices and communications required or permitted to be given or delivered under this AGREEMENT to the COMPANY or to the OPTIONEE, which notices or communications must be in writing, shall be deemed to have been given if delivered by hand, or mailed by first-class mail (postage prepaid), addressed as follows: (A) If to the COMPANY, to: Peoples Bancorp Inc. Attn.: Compensation Committee 138 Putnam Street P. O. Box 738 Marietta, Ohio 45750-0738 (B) If to the OPTIONEE, to the address of the OPTIONEE set forth at the conclusion of this AGREEMENT. The COMPANY or the OPTIONEE may, by notice given to the other in accordance with this AGREEMENT, designate a different address for making payments required or permitted to be made, and for the giving of notices or other communications, to the party designating such new address. Any payment, notice or other communication required or permitted to be given in accordance with this AGREEMENT shall be deemed to have been given on the date of received by the COMPANY if by delivered by hand, or on the date of the postmark stamped on the envelope by the U.S. Postal Service (metered dates not being acceptable) when placed in the U.S. Mail, addressed, and mailed as provided in this AGREEMENT. Section 13 Severability. If any provision of this AGREEMENT, or the application of any provision hereof to any person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this AGREEMENT or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect, and it is the intention of each party to this AGREEMENT that if any provision of this AGREEMENT is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable. Section 14 Number and Gender. When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require. Section 15 Entire Agreement. This AGREEMENT constitutes the entire agreement between the COMPANY and the OPTIONEE in respect of the STOCK OPTION granted herein, and supersedes all prior and contemporaneous agreements or understandings between the parties hereto in connection with the STOCK OPTION granted herein. No change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon any party hereto unless contained in a writing signed by the party to be charged. In Witness Whereof, the parties hereto have caused this AGREEMENT to be executed to be effective as of the date first written above. COMPANY: OPTIONEE: PEOPLES BANCORP INC., an Ohio corporation - --------------------------------------- ------------------------------------ Secretary to the Compensation Committee Optionee Signature ------------------------------------ Street Address ------------------------------------ City, State, and Zip Code -----END PRIVACY-ENHANCED MESSAGE-----