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Exhibit 99.1
THE PEOPLES HOLDING
COMPANY
PLAN OF
ASSUMPTION
HERITAGE FINANCIAL HOLDING
CORPORATION
EMPLOYEE STOCK PURCHASE
PLAN
THIS PLAN OF
ASSUMPTION (the “Plan”) was adopted by the Board of
Directors of The Peoples Holding Company (the
“Company”) pursuant to that certain Agreement and Plan
of Merger between the Company, The Peoples Bank & Trust
Company, Heritage Financial Holding Corporation
(“Heritage”) and Heritage Bank, such agreement dated
July 15, 2004, and effective as of January 1, 2005 (the
“Merger Agreement”), under which the Company agreed to
assume the rights and obligations of the Heritage Financial Holding
Corporation Employee Stock Purchase Plan (the “Predecessor
Plan”);
This Plan shall be
administered by the Compensation Committee of the Board of
Directors of the Company (the “Committee”), who shall
possess the power and authority granted under Section 4 of the
Predecessor Plan, subject to the limitations set forth
herein.
Without the requirement of
additional action, the Committee shall be deemed to have delegated
the following administrative duties to the appropriate officers or
employees of the Company: (a) the preparation and issuance of such
documents, if any, as may be necessary to evidence the Assumed
Purchase Rights (as defined below), and (b) the authority to issue
shares of Common Stock (as defined below) in connection with the
exercise of such Assumed Purchase Rights at the end of the Current
Offering Period (as defined below). The Committee may, from time to
time, delegate such additional administrative duties as they may
deem necessary or appropriate.
| 2. |
Shares of Common Stock Reserved For
Issuance: |
2.1 Number and Type of
Shares. Subject to adjustment as provided in Section 2.2
hereof, the number of shares of the Company’s $5.00 par value
voting common stock (the “Common Stock”) that may be
issued hereunder shall not exceed 5,000 shares. Common Stock issued
hereunder may be authorized and unissued shares or issued shares
held as treasury shares or shares acquired on the open market or
through private purchase.
2.2 Adjustment. In the
event of a merger, consolidation or reorganization of the Company,
there shall be substituted for each share of Common Stock then
subject to this Plan the number and kind of shares of stock or
other securities to which the holders of Common Stock are entitled
in such transaction. In the event of any recapitalization, stock
dividend, stock split, combination of shares or other change in the
number of shares of Common Stock then outstanding for which the
Company does not receive consideration, the number of shares of
Common Stock then subject to the Plan shall be adjusted in
proportion to the change in
outstanding shares of Common Stock. In
the event of any such event, the purchase price of any Assumed
Purchase Rights and the shares of Common Stock issua
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