EXHIBIT 10.1(a)
PEOPLES BANCORP INC. ANNUAL REPORT
ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31,
2008
PEOPLES BANCORP
INC.
SECOND AMENDED AND
RESTATED
DEFERRED COMPENSATION PLAN FOR
DIRECTORS OF
PEOPLES BANCORP INC. AND
SUBSIDIARIES
Section
1. PURPOSE
The Corporation
desires and intends to recognize the value to the Corporation and
its Affiliates of the past and present services of the Directors of
the Corporation and its Affiliates, to encourage their continued
service to the Corporation and its Affiliates and to be able to
attract and retain superior Directors by adopting and implementing
this Plan to provide such Directors an opportunity to defer
compensation otherwise payable to them from the Corporation and/or
any Affiliate.
The Corporation
originally established the Plan effective as of January 1,
1991. The Plan was amended and restated effective as of
January 2, 1998 to incorporate certain changes in its provisions,
including the types of funds in which the deferred compensation
allocated to the Participants' accounts may be
invested. The first amended and restated Plan was
amended on July 23, 1998, effective as of January 2, 1998, to adopt
a consensus reached by the Emerging Issues Task Force on Issue No.
97-14, Accounting for Deferred Compensation Arrangements Where
Amounts Earned Are Held in a Rabbi Trust and Invested.
This second
amended and restated Plan is effective as of the Restatement
Effective Date and is being amended for purposes of Section 409A of
the Code.
Section
2. CERTAIN
DEFINITIONS
The following
terms will have the meanings provided below.
"
Additions " means the credits applied to Deferred
Compensation Accounts as provided in Section 4 hereof.
" Adjustment
Date " means the first business day of each calendar
quarter.
"
Affiliate " means: (1) prior to January 1, 2005, any
organization or entity which, together with the Corporation was a
member of a controlled group of corporations or of a commonly
controlled group of trades or businesses (as defined in Sections
414(b) and (c) of the Code), of an affiliated service group (as
defined in Section 414(m) of the Code) or other organization
described in Section 414(m) of the Code; and (2) on or after
January 1, 2005, any organization or entity which, together with
the Corporation, would be considered a single employer under
Sections 414(b) and (c) of the Code.
" Annual
Retainer " means, with respect to any calendar year or other
period, the fixed retainer which, absent an election to defer
hereunder, would be payable to a Participant during those pay
periods beginning in the given calendar year or other
period.
"
Beneficiary " means the person or persons designated in
writing as such and filed with the Plan Administrator at any time
by a Participant. For this purpose, a "Beneficiary" may
be designated
contingently or
successively and may be an entity other than a natural
person. Any such designation may be withdrawn or changed
in writing (without the consent of the Beneficiary), but only the
last designation on file with the Plan Administrator shall be
effective.
" Board
" means the Board of Directors of the Corporation.
" Code "
means the Internal Revenue Code of 1986, as may be amended from
time to time.
" Common
Shares " means the common shares of the Corporation.
"
Corporation " means Peoples Bancorp Inc. and any successor
entity.
" Deferred
Compensation Account " means the separate Deferred Compensation
Account established for each Participant pursuant to Section 4 of
the Plan. The Deferred Compensation Account of a
Participant may include both Grandfathered Amounts and
Non-Grandfathered Amounts.
“
Deferral Notice ” means the form submitted by a
Participant who wishes to participate in the Plan for any Plan Year
in accordance with Section 4.B.
"
Director " means any statutory director, emeritus director
or honorary director of the Corporation or any
Affiliate.
" Eligible
Compensation " means, to the extent applicable to any given
Participant, the Annual Retainer and all Meeting Fees. The extent
to which a given Participant may defer a given component of
Eligible Compensation shall be based upon such Participant's
eligibility to receive the given component of Eligible Compensation
(as determined under applicable agreements and pay practices of the
Corporation or the applicable Affiliate) and the provisions and
limitations applicable to the given component as provided under
this Plan.
" Fair
Market Value " of the Common Shares means the most recent
closing price of the Common Shares on any securities exchange on
which the Common Shares are then listed.
“
Grandfathered Amount s” means the portion, if any, of
a Participant’s Deferred Compensation Account that was earned
and vested within the meaning of Section 409A of the Code under the
Plan before January 1, 2005 and any Additions attributable to such
portion of the Participant’s Deferred Compensation Account
and any Additions thereon.
" Meeting
Fees " means, with respect to any calendar year or other
period, the fees for attendance at meetings of the Board of
Directors of the Corporation or applicable Affiliate or any
committees thereof (exclusive of expenses) which, absent an
election to defer hereunder, would be payable to a Participant
during those pay periods beginning in the given calendar year or
other period.
“
Non-Grandfathered Amounts ” means the portion, if any,
of a Participant’s Deferred Account and any Additions thereto
that are not Grandfathered Amounts.
"
Participant " has the meaning specified in Section 3 of the
Plan.
" Plan "
means the Second Amended and Restated Peoples Bancorp Inc. Deferred
Compensation Plan for Directors of Peoples Bancorp Inc. and
Subsidiaries, as reflected in this document, as the same may be
amended from time to time after the Restatement Effective
Date.
" Plan
Administrator " means the Corporation. The functions
of the Plan Administrator shall be carried out by a committee of
three (3) Directors appointed by the Board and by the employee or
employees designated by such committee to carry out certain
specific functions.
" Plan
Year " means the calendar year.
"
Restatement Effective Date " means, for this second amended
and restated Plan, December 11, 2008.
" Separation
from Service" means a "separation from service", within the
meaning of Section 409A of the Code, by the Participant from the
Corporation and its Affiliates.
"
Unforeseeable Emergency " means a severe financial hardship
to the Participant resulting from an illness or accident of the
Participant, the Participant's spouse, the Participant’s
Beneficiary or the Participant's dependent (as defined in Section
152 of the Code, without regard to subsections (b)(1), (b)(2) or
(d)(1)(B) thereof), loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant.
Section
3. PARTICIPANTS
Each Director
who is participating in the Plan as of the Restatement Effective
Date shall continue as a Participant in the Plan as of such
date. Each Director who first becomes a Director after
the Restatement Effective Date shall be eligible for participation
in the Plan as of the date on which he or she becomes a
Director. A Director who is eligible for participation
in the Plan and who elects to make deferral contributions pursuant
to Section 4 shall be designated a "Participant" in the
Plan. A Participant shall continue to participate in the
Plan until his or her status as a Participant is terminated by
either a complete distribution of his or her Deferred Compensation
Account pursuant to the terms of the Plan or by written directive
of the Corporation.
Section
4. DEFERRED
COMPENSATION ACCOUNTS
A. Establishment of Deferred
Compensation Accounts . The Plan Administrator will
establish a Deferred Compensation Account for, each
Participant. A Participant's Deferred Compensation
Account shall have two subaccounts: a Cash Account to record
amounts allocated under Section 4.D.(ii) and a Stock Account to
record amounts allocated under Section 4.D.(iii). Such
Deferred Compensation Account shall be a bookkeeping account only,
maintained as part of the books and records of the Corporation or
applicable Affiliate.
B. Election of Participant
. With respect to each
Plan Year, a Participant may elect to have a percentage or a flat
dollar amount of his or her Eligible Compensation which would
otherwise be paid to him or her by the Corporation or applicable
Affiliate for services performed during such Plan Year allocated to
his or her Deferred Compensation Account and paid on a deferred
basis pursuant to the terms of the Plan by submitting a written
Deferral Notice to the Plan Administrator as follows:
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Current
Participants . Participants who were participating
in this Plan as of the Effective Date shall submit a Deferral
Notice for any Plan Year no later than December 31st of the
preceding Plan Year;
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First Year
of Eligibility . During a Plan Year in which a
Director first becomes eligible to participate in the Plan, the
Participant must submit a Deferral Notice no later than thirty (30)
days after the date on which he or she first becomes a Participant
in the Plan. Such Deferral Notice shall be effective
only with respect to Eligible Compensation relating to services
performed after the date of such election. For purposes
of this Section 3(B)(ii), a Director is first eligible to
participate in the Plan only if the Director is not a participant
in any other arrangement of the Corporation or any Affiliate that
would be treated as a single nonqualified deferred compensation
plan along with this Plan under Section 409A of the
Code.
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To the extent
that a Participant completes a Deferral Notice in accordance with
the provisions of this Section 4.B, such Deferral Notice shall
remain in effect for future Plan Years until changed or revoked by
the Participant. A Participant may change or terminate
his or her election to defer payment of Eligible Compensation by
delivering written notice to the Plan Administrator. Any
such change or termination shall not become effective until the
Plan Year following the Plan Year in which notice is
given. The termination of a Participant’s
participation in this Plan shall not affect the amounts credited to
the Deferred Compensation Account of such Participant prior to the
effective date of termination, which shall be paid only in
accordance with Section 5.
C. Corporation
Contributions . Each time a Deferral Notice is
submitted to the Plan Administrator in accordance
with Section 4.B. above, during the next Plan Year (or, if
applicable, the remaining Plan Year), the Corporation or applicable
Affiliate will allocate to the Participant's Deferred Compensation
Account the percentage or dollar amount of Eligible Compensation,
specified in the Deferral Notice. Any amounts so
allocated by the Corporation or Affiliate are called "Corporation
Contributions."
D. Adjustment of Account
Balances.
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Election . At the time that a Participant
submits a Deferral Notice, he or she shall elect the percentage of
Corporation Contributions to be allocated to his or her Cash
Account (to be adjusted pursuant to Paragraph (ii) of this Section
4.D.) and his or her Stock Account (to be adjusted pursuant to
Paragraph (iii) of this Section 4.D).
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Cash
Account . As
of each Adjustment Date, the Plan Administrator shall credit the
balance in the Participant's Cash Account with Additions which
shall either (A) mirror a specific interest rate equal to the rate
of return paid by Peoples Bank, National Association on a Three (3)
Year certificate of deposit or an equivalent deposit account as of
the last business day preceding the applicable Adjustment Date; or
(B) to the extent that a certificate of deposit is purchased by a
trust established to provide benefits under the Plan, be equal to
the actual rate of interest paid with respect to such certificate
of deposit. The crediting of Additions shall be
determined by multiplying the Participant's Cash Account balance as
of each month of the quarter preceding the Adjustment Date by the
applicable rate of interest determined under the preceding
sentence. The crediting of Additions shall occur so long
as there is a balance in the Participant's Cash Account regardless
of whether the Participant has Separated from Service as a Director
or has died. The Plan Administrator may prescribe any reasonable
method or procedure for the accounting of Additions.
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Stock
Account . As
of each Adjustment Date (or such later date on which Common Shares
are actually acquired), the amount credited to the Stock Account of
each Participant shall be divided by the then Fair
Market
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