PEOPLES BANCORP
INC.
138 Putnam Street, Post Office
Box 738
Marietta, Ohio
45750-0738
(740) 373-3155
www.peoplesbancorp.com
Mark F.
Bradley
President and
Chief Executive Officer
Peoples Bancorp
Inc.
138 Putnam
Street
Post Office Box
738
Marietta, Ohio
45750-0738
Dear
Mark:
Peoples Bancorp
Inc. (the “Company”) anticipates entering into a Letter
Agreement and Securities Purchase Agreement – Standard Terms
incorporated into the Letter Agreement, attached hereto as
Appendix A (collectively, the “Participation
Agreement”), with the United States Department of the
Treasury (the “Treasury”) that provides for the
Company’s participation in the Capital Purchase Program (the
“CPP”) of the Treasury’s Troubled Assets Relief
Program.
In order for
the Company to participate in the CPP, and as a condition to the
closing of the investment by the Treasury in the Company
contemplated by the Participation Agreement, the Company is
required to establish specified standards for executive
compensation payable to Senior Executive Officers and to make
certain changes to its compensation arrangements as described
below:
|
|
No Golden
Parachute Payments . The
Company is prohibited from making any Golden Parachute Payment to
you during any CPP Covered Period.
|
|
|
Recovery of
Bonus and Incentive Compensation . Any bonus and/or incentive
compensation paid to you during a CPP Covered Period (including any
bonus and/or incentive compensation considered to have been paid to
you during a CPP Covered Period pursuant to 31 C.F.R.
§ 30.6 (as in effect on the Closing Date)) is subject to
recovery by the Company if the payments were based on materially
inaccurate financial statements or any other materially inaccurate
performance metric criteria.
|
|
|
No
Unnecessary or Excessive Risk . The Company is required to review
its Benefit Plans to ensure that they do not encourage Senior
Executive Officers to take unnecessary and excessive risks that
threaten the value of the Company.
|
This letter is
intended to comply with the requirements imposed by the
CPP. In consideration of the benefits that you will
receive as a result of the Company’s participation in the
CPP, by signing this letter, you agree that each of the
Company’s compensation, bonus, incentive and other benefit
plans, arrangements and agreements (including golden parachute,
severance and employment agreements) (collectively, “Benefit
Plans”) with respect to you is hereby amended to the extent
necessary to give effect to provisions (1) and (2), above. For your
reference, the affected Benefit Plans are set forth in Appendix
B to this let
