Exhibit 10-25
PEOPLES BANCORP INC.
CHANGE IN CONTROL AGREEMENT
THIS
CHANGE IN CONTROL (the “Agreement”) is adopted
this 20th day of February, 2008, by and between PEOPLES
BANCORP INC., a financial holding company, located in
Marietta, Ohio (the "Company"), and Joseph S. Yazombek
(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:
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1.1
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“
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.
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(a)
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Gross
negligence or gross neglect of duties; or
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(b)
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Commission
of a felony or of a gross misdemeanor involving moral turpitude in
connection with the Executive’s employment with the Company;
or
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(c)
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Fraud,
disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the
Executive's employment; or
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(d)
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Issuance
of an order for removal of the Executive by the Company’s
banks regulators.
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1.3
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“
Change in
Control ” shall mean:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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.
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1.4
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“
Code ”
means the Internal Revenue Code of 1986, as amended.
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1.5
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“
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 .
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1.6
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“ 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:
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(a)
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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;
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(b)
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A
reduction by the Company in the Executive’s base
salary;
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(c)
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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;
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(d)
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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
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(e)
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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.
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1.7
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“
Termination
Date ” shall mean the date on which the
Executive’s employment with the Company is
terminated.
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Article 2
Change in Control Benefits
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2.1
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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.
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2.1.1
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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.
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2.1.2
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Payment
of Benefit . The Company shall pay the benefit to
the Executive in a lump sum within thirty (30) days following the
Termination Date.
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2.1.3
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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.
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2.2
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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 Change in Control (including payments to the
Executive which are not included in the Agreement) less any excise
tax.
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Article 3
Miscellaneous
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3.1
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Confidential Information .
The Executive
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