EXHIBIT 10
PEOPLES BANCORP INC.
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL (the
“Agreement”) is adopted this 21st of May, 2008, by and
between PEOPLES BANCORP INC., a financial holding company, located
in Marietta, Ohio (the "Company"), and Edward G. Sloane (the
"Executive"), an Executive of the Company or any of its
subsidiaries.
The Board of Directors of the Company (the
“Board”) has determined that it is in the best
interests of the Company to retain the Executive’s services
and to reinforce and encourage the continued attention and
dedication of the Executive to his assigned duties, without
distraction in potentially disturbing circumstances arising from
the possibility of a change in control of the Company or the
assertion of claims and actions against Executives.
The Company and the Executive agree as provided
herein.
Article 1
Definitions
Whenever used
in this Agreement, the following words and phrases shall have the
meanings specified:
|
|
“ Base
Annual Compensation " means the Executive’s average
annualized compensation paid by the Company which was includible in
the Executive’s gross income during the most recent five
taxable years ending before the date of the Change of
Control. The definition covers amounts includible in
compensation, prior to any deferred arrangements, and defined as
the individual’s “base amount” under Section 280G
of the Code.
|
|
|
Gross
negligence or gross neglect of duties; or
|
|
|
Commission of a
felony or of a gross misdemeanor involving moral turpitude in
connection with the Executive’s employment with the Company;
or
|
|
|
Fraud,
disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the
Executive's employment; or
|
|
|
Issuance of an
order for removal of the Executive by the Company’s banks
regulators.
|
|
|
“
Change in Control ” shall mean:
|
|
|
Any person or
entity or group of affiliated persons or entities (other than the
Company) becomes a beneficial owner, directly or indirectly, of 25%
or more of the Company’s voting securities or all or
substantially all of the assets of the Company;
|
|
|
The Company
enters into a definitive agreement which contemplates the merger,
consolidation or combination of the Company with an unaffiliated
entity in which either or both of the following is to
occur: (i) the Board of Directors of the Company, as
applicable, immediately prior to such merger, consolidation or
combination will constitute less than a majority of the board of
directors of the surviving, new or combined entity; or (ii) less
than 75% of the outstanding voting securities of the surviving, new
or combined entity will be beneficially owned by the stock holders
of the Company immediately prior to such merger, consolidation or
combination; provided, however, that if any definitive agreement to
merge, consolidate or combine is terminated without consummation of
the transaction, then no Change in Control shall be deemed to have
occurred pursuant to this paragraph;
|
|
|
The Company
enters into a definitive agreement which contemplates the transfer
of all or substantially all of the Company’s assets, other
than to a wholly-owned Subsidiary of the Company; provided,
however, that if any definitive agreement to transfer assets is
terminated without consummation of the transfer, then no Change in
Control shall be deemed to have occurred pursuant to this
paragraph; or
|
|
|
A majority of
the members of the Board of Directors of the Company shall be
persons who: (i) were not members of such Board on the date of this
Agreement (“current members”); and (ii) were not
nominated by a vote of such Board which included the affirmative
vote of a majority of the current members on such Board at the time
of their nomination (“future designees”) and (iii) were
not nominated by a vote of such Board which included the
affirmative vote of a majority of the current members and future
designees, taken as a group, on such Board at the time of their
nomination.
|
|
|
“
Code ” means the Internal Revenue Code of 1986, as
amended.
|
|
|
“
Disability ” means the Executive’s suffering a
sickness, accident or injury which has been determined by the
insurance carrier of any individual or group disability insurance
policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally
and permanently disabled. The Executive must submit
proof to the Plan Administrator of the insurance carrier’s or
Social Security Administration’s determination upon the
request of the Plan Administrator.
|
|
|
“ Good
Reason ” means, without the Executive’s express
written consent, after written notice to the Board, and after a
thirty (30) day opportunity for the Board to cure, the continuing
occurrence of any of the following events:
|
|
(a)
|
The assignment
to the Executive of any material duties or responsibilities
inconsistent with the Executive’s positions, or a change in
the Executive’s reporting responsibilities, titles, or
offices, or any removal of the Executive from or any failure to
re-elect the Executive to any of such positions, except in
connection with the termination of the Executive’s employment
for Cause, Disability, retirement, or as a result of the
Executive’s death;
|
|
(b)
|
A reduction by
the Company in the Executive’s base salary;
|
|
(c)
|
The taking of
any action by the Company which would adversely affect the
Executive’s participation in or materially reduce the
Executive’s benefits under any benefit plans, or the failure
by the Company to provide the Executive with the number of paid
vacation days to which the Executive is then entitled on the basis
of years of service with the Company in accordance with the
Company’s normal vacation policy in effect on the date
hereof;
|
|
(d)
|
Any failure of
the Company to obtain the assumption of, or the agreement to
perform, this Agreement by any successor as contemplated in Section
3.9 hereof; or
|
|
(e)
|
The Company
directing the Executive to be reassigned to an office location 50
miles or more form the current office location of the Executive
except for required travel on Company business to an extent
substantially consistent with the Executive’s present
business travel obligations or, in the event the Executive consents
to any relocation, the failure by the Company to pay (or reimburse
the Executive) for all reasonable moving expenses incurred by the
Executive relating to a change of the Executive’s principal
residence in connection with such relocation and to indemnify the
Executive against any loss realized on the sale of the
Executive’s principal residence in connection with any such
change of residence.
|
|
|
“
Termination Date ” shall mean the date on which the
Executive’s employment with the Company is
terminated.
|
Article 2
Change in Control
Benefits
|
|
Change in
Control Benefit . If within the six (6) months prior
or twenty-four (24) months following a Change in Control of the
Company, the Company shall terminate the Executive’s
employment other than for Cause, or if the Executive shall
terminate his employment for Good Reason, then in any such events,
the Company shall pay to the Executive a benefit under this
Article.
|
2.1.1 Amount of
Benefit . The benefit under this Section 2.1 is: two
(2) times the Executive’s Base Annual Compensation at the
date of the Change of Control.
2.1.2 Payment of
Benefit . The Company shall pay the benefit to the
Executive in a lump sum within thirty (30) days following the
Termination Date.
2.1.3
Insurance Benefits
. During the period of
time specified in Section 3.2 of this Agreement, the Executive
shall receive, in addition to the benefit provided in
Section 2.1.1 of this Agreement, life, medical
and dental insurance substantially in the form and expense to the
Executive as received by the Executive on the
Termination Date. It is understood
and agreed that any rights and privileges of the Executive provided
by the Consolidated Omnibus Budget Reconciliation Act of
1986, amending the Employee Retirement Income
Security Act, the Internal Revenue Code and the Public Health
Services Act, as amended, shall begin at the end of
the period of time specified in Section 3.2 of
this Agreement.
|
|
Excess
Parachute Payment . Notwithstanding anything to the
contrary in this Agreement, if there are payments to the Executive
which constitute “parachute payments,” as defined in
Section 280G of the Code, then the payments made to the Executive
shall be the greater of (x) one dollar ($1.00) less than the amount
which would cause the payments to the Executive (including payments
to the Executive which are not included in this Agreement) to be
subject to the excise tax imposed by Section 4999 of the Code, and
(y) any payments to the Executive contingent upon the
Company’s
|
|
