Exhibit 10.13
THE PEOPLES HOLDING COMPANY
PLAN OF ASSUMPTION
HERITAGE FINANCIAL HOLDING CORPORATION
INCENTIVE STOCK COMPENSATION 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, under which the
Company has agreed to assume the rights and obligations of the
Heritage Financial Holding Corporation Incentive Stock Compensation
Plan, which plan was first effective as of February 13, 2001, and
was a predecessor to a similar plan maintained by Heritage Bank
(the “Predecessor Plan”).
1. Administration:
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 Article I
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 documents evidencing the Assumed
Options (as defined below), and (b) the authority to receive notice
of exercise of such Assumed Options, to issue shares of Common
Stock (as defined below) in connection therewith, and to withhold
such taxes as may be necessary or appropriate in connection
therewith. The Committee may, from time to time, delegate to the
appropriate officers of the Company and its affiliates such
additional administrative duties as they may deem necessary or
appropriate.
2. Shares Reserved For
Issuance:
2.1 Number and Type of Shares. Subject to adjustment
as provided in Section 2.2 hereof, the maximum number of shares of
the Company’s $5.00 par value common stock (the “Common
Stock”) that may be issued hereunder in connection with the
exercise of the Assumed Options shall not exceed 294,700 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
