|
EXHIBIT
10.1
STOCK OPTION
CANCELLATION AGREEMENT
THIS STOCK OPTION
CANCELLATION AGREEMENT (the “Agreement”) is made and
entered into as of
, 2007, by and among
(the “Option Holder”), THE PEOPLES BANCTRUST COMPANY,
INC. (“Peoples”), and BANCTRUST FINANCIAL GROUP, INC.
(“BancTrust”).
W I T N E S S E T
H:
WHEREAS, Peoples and
BancTrust have entered into an Agreement and Plan of Merger, dated
as of May 21, 2007 (the “Merger Agreement”);
and
WHEREAS, the Option Holder
holds options (“Options”) to purchase shares of common
stock of Peoples (“Common Stock”) granted pursuant to
the Peoples 1992 Stock Option Plan or the Peoples 1999 Stock Option
Plan (collectively, the “Peoples Stock Option Plan”) at
the exercise price(s) per share (“Option Price”), as
set forth in Schedule A attached hereto; and
WHEREAS, pursuant to
Section 3.6 of the Merger Agreement, each Option granted by
Peoples under the Peoples Stock Option Plan which is outstanding
and unexercised immediately prior to the Effective Time, as defined
in the Merger Agreement, shall automatically become vested and
shall be cancelled and converted in to the right to receive Cash
Option Consideration, as defined in the Merger Agreement;
and
WHEREAS, Peoples at the
Effective Time shall make a cash payment to the Option Holder in
the amount of the Cash Option Consideration as set forth in the
Merger Agreement;
NOW, THEREFORE, the parties
agree as follows:
| |
1. |
The Option Holder hereby effective as of the
Effecti |
| 
