RESIGNATION AND SEVERANCE AGREEMENT
EXHIBIT
10.1
This
Resignation and Severance
Agreement (the “Agreement”) is entered into by and between Xxxxxx X.
Xxxxxxx, Xx. (“Executive”), and Peoples Bancorp Inc., an Ohio corporation, and
Peoples Bank, National Association, a national banking association
(collectively, the “Employer”).
Background
Information
A. The
purpose of this Agreement is to set forth certain understandings that have
been
reached between Executive and Employer concerning Executive’s resignation from
employment with Employer.
B. Executive
has been employed by Employer since June 30, 2003, serving as Employer’s Chief
Financial Officer and Treasurer from August 1, 2006 until April 9,
2007.
C. Executive
desires to resign employment, and the parties desire to end the employment
relationship with as little disruption as possible.
Agreement
In
consideration of the promises,
covenants, and agreements herein and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties, the
parties hereto, intending to be legally bound, agree as follows:
1. Resignation. Executive
is resigning from employment with Employer and all of its related subsidiaries
and affiliates, per Attachment A.
2. Severance
Payments and Benefits to Executive. After the seventh
day from Executive’s execution of this Agreement, Executive shall receive the
following severance pay and benefits: (a) severance pay equivalent to
six (6) months of his base salary in effect immediately prior to April 9, 2007,
in one lump-sum (less applicable withholdings and taxes); and (b) if Executive
elects to continue healthcare and dental coverage under Employer’s plan pursuant
to COBRA, Employer will pay Executive’s COBRA healthcare premiums for coverage
through April 30, 2008. After April 30, 2008, Executive will be
responsible for paying the COBRA premiums to continue such coverage.
3. Release. Executive,
for himself, his family, his heirs, and assigns, hereby forever releases and
discharges, Employer, its affiliates, officers, directors, employees, agents
and
assigns (collectively, the “Released Parties”) from any and all charges, claims,
demands, judgments, causes of action, damages, expenses, costs, attorneys’ fees,
and liabilities of any kind whatsoever that may be lawfully released and
discharged. Executive acknowledges that the claims released by this
section include all rights and claims relating to his employment and the
termination of his employment, including without limitation any claims he may
have under:
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(a)
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Title
VII of the Civil Rights Act of 1964, as amended;
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(b)
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The
Americans with Disabilities Act;
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(c)
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The
Employee Retirement Income Security Act;
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(d)
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The
Age Discrimination in Employment Act (as amended by the Older Workers
Benefit Protection Act); and
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(e)
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Any
other federal, state or local laws or regulations governing employment
relationships.
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This
Release specifically includes a release of any claims for employment
discrimination under federal, state and local laws. This Release
extends to all claims of every nature and kind, whether known or unknown,
suspected or unsuspected, presently existing or resulting from or attributable
to any act or omission of the Released Parties occurring before the signing
of
this Agreement. This release does not extend to: (a)
rights or claims arising after the execution of this Agreement; (b) the
enforcement of Executive’s rights under this Agreement; (c) any
vested rights of Executive under Employer’s retirement savings plan, stock
option plans, or other benefits plans; or (d) any rights under Ohio’s
workers’ compensation or unemployment compensation laws.
4. Rights
to Counsel and Revocation. Executive has been advised
that he: (a) should consult with an attorney before signing this
Agreement; (b) has twenty-one (21) days within which to consider signing this
Agreement; (c) may revoke this Agreement at any time before the expiration
of
seven days after he signs it by providing written notice to Employer; and (d)
will not receive any payment provided herein until after expiration of such
seven-day revocation period.
5. Confidential
Information. Executive shall treat as confidential all
Confidential Information belonging to Employer which has been disclosed to
Executive, which Executive may have acquired or developed or which Executive
observed in the course of Executive’s performance of services for Employer and
which at the time of disclosure was not previously known by Executive and not
known or used by others in the financial services business. Executive
shall not disclose, publish or otherwise use, any such Confidential Information
without Employer’s prior written consent. As used in this Agreement,
“Confidential Information” means any information concerning the organization,
business or finances of Employer (or of any third party which Employer is under
an obligation to keep confidential) that is maintained by Employer as
confidential. Such Confidential Information shall include, but is not
limited to, trade secrets or confidential information respecting finances,
financial planning, marketing, business plans or strategies.
6. Cooperation
with Financial Matters. Executive agrees that he shall,
upon reasonable notice, be available to provide Employer information as may
be
reasonably required by Employer concerning any of Employer’s financial
matters.
7. Return
of Employer Property. Executive shall
return all of Employer’s property in his possession, custody, or control,
including, without limitation, any documents concerning Employer, any electronic
documents of Employer, credit cards, and keys.
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8. Statement
and Non-disparagement. Employer agrees
to respond to any inquiry from third-parties concerning Executive’s employment
and resignation from employment with the information contained in the statement
attached as Attachment B. Both Employer and Executive agree not to
disparage, defame, or denigrate the other, and Executive agrees that he shall
not disparage, defame, or denigrate Employer’s officers, directors or
employees.
9. Non-solicitation
of Employees. For a period of twelve (12) full calendar
months, Executive will not, on his own behalf or on behalf of any other person,
partnership, association, employer or other entity, solicit or in any manner
attempt to influence or induce any employee of Employer to leave Employer’s
employment nor will he use or disclose to any person, partnership, association,
employer or other entity any information obtained while employed by Employer
concerning the names and addresses of Employer’s employees.
10. Termination
of Disputes. Executive and Employer agree that each
party intends to avoid litigation and controversy. This Agreement is
not to be construed as an admission of liability for any wrongful conduct on
the
part of either Executive or Employer.
11. Governing
Law. This Agreement shall be governed by and construed
in accordance with the internal substantive laws of the State of Ohio, without
regard to conflicts of law principles. Each party
hereby: (a) designates the Court of Common Pleas of Washington
County, Ohio, and, if federal court jurisdiction permits, the United States
District Court for the Southern District of Ohio in Columbus, Ohio, and any
appellate court from which decisions of said court may be appealed, as the
sole
and exclusive forum and court of proper jurisdiction and venue of and for any
and all lawsuits or other legal proceedings relating to this Agreement, the
parties’ relationship, or other matters arising between the parties; (b)
irrevocably consents to such designation, jurisdiction, and venue; and (c)
waives any objections or defenses relating to jurisdiction or venue with respect
to any lawsuit or other legal proceeding relating to this Agreement initiated
in
or transferred to such court, including, but not limited to, the defense of
an
inconvenient forum and the defense of lack of
jurisdiction. Additionally, Executive and Employer each hereby waive
the right to a trial by jury, if any dispute arises under this Agreement. The
parties agree that the prevailing party shall be entitled to recover its costs
and attorneys’ fees incurred in the enforcement of this Agreement.
12. Execution
in Parts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, and all of which
shall
constitute a single agreement.
13. Integration
Clause. This Agreement sets forth the entire agreement
between Executive and Employer with respect to its subject matter and supersedes
and replaces any and all prior or contemporaneous representations or agreements,
whether oral or written. The parties also agree that the Change in
Control Agreement, adopted August 1, 2006, is now null and void.
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14. Enforceability. This
Agreement shall be construed and interpreted so as to be enforceable to the
fullest extent permitted by law and to the extent that any provision shall
bedeemed unenforceable or invalid in any jurisdiction, such invalidity and
unenforceability shall not affect its validity or enforceability in any other
jurisdiction, nor shall it affect the enforceability or validity of any other
provision hereof. The parties agree and acknowledge that each
party has carefully reviewed this Agreement and further agree that any
ambiguities in this Agreement shall not be construed against the drafter
thereof.
15. Amendment. This
Agreement may not be amended or modified, except by a written agreement executed
by both Executive and Employer.
16. Assignment
of Agreement. This Agreement may be assigned or
transferred to, and will be binding upon, any successor of Employer, in which
case this Agreement will be interpreted and applied by substituting that
successor for “Employer” as appropriate under the terms of this
Agreement. Executive may not assign this Agreement to any other
person or entity. However, this Agreement will inure to the benefit
of, and be enforceable by, Executive’s personal or legal representatives,
executors, and administrators, successors, heirs, devisees, and legatees to
the
extent any pay or benefits are due Executive under this Agreement.
17. Voluntary
Acts. Both Executive and Employer acknowledge that each
has carefully read this Agreement and knowingly and voluntarily agree to execute
it.
IN
WITNESS WHEREOF,
the parties hereto have executed, or caused to be executed, this Agreement
to be
effective as of the date Executive executes this Agreement.
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EXECUTIVE
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Date: April
26, 2007
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By:
/s/
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XXXXXX
X. XXXXXXX, XX.
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Xxxxxx
X. Xxxxxxx, Xx.
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Date: April
10, 2007
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By:
/s/
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XXXX
X. XXXXXXX
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Xxxx
X. Xxxxxxx
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Its
President and Chief Executive
Officer
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PEOPLES
BANK, NATIONAL ASSOCIATION
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Date: April
10, 2007
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By:
/s/
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XXXX
X. XXXXXXX
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Xxxx
X. Xxxxxxx
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Its
President and Chief Executive
Officer
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9
Attachment
A
Resignation
Letters
10
April
9,
2007
Xxxx
X.
Xxxxxxx
Chief
Executive Officer
000
Xxxxxx Xxxxxx
Xxxxxxxx,
Xxxx 00000
Dear
Xxxx:
It
is
with regret that I submit this letter of resignation, effective today, April
9,
2007.
I
am
resigning from my position as Chief Financial Officer and Treasurer of Peoples
Bancorp Inc. and Peoples Bank, National Association.
I
have
decided to take time to evaluate the course of my current career goals and
investigate new opportunities.
I
have
made many lasting relationships working for Peoples during these past nearly
four years and will miss my associations here. I wish you and Peoples
continued success in all your endeavors.
Thank
you
for allowing me to serve Peoples, and again, I wish Peoples continued
success.
Sincerely,
/s/
Xxxxxx X. Xxxxxxx
Xxxxxx
X.
Xxxxxxx
11
April
9,
2007
Xxxxxx
X.
Xxxxx
Chairman
of the Board
Board
of
Directors
000
Xxxxxx Xxxxxx
Xxxxxxxx,
Xxxx 00000
Dear
Xx.
Xxxxx:
It
is
with regret that I submit this letter of resignation, effective today, April
9,
2007.
I
am
resigning from my position as Chief Financial Officer and Treasurer of Peoples
Bancorp Inc. and Peoples Bank, National Association.
I
have
decided to take time to evaluate the course of my current career goals and
investigate new opportunities.
I
have
made many lasting relationships working for Peoples during these past nearly
four years and will miss my associations here. I wish you and Peoples
continued success in all your endeavors.
Thank
you
for allowing me to serve Peoples, and again, I wish Peoples continued
success.
Sincerely,
/s/
Xxxxxx X. Xxxxxxx
Xxxxxx
X.
Xxxxxxx
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Attachment
B
Form
of
Statement
Xxxxxx
X.
Xxxxxxx, Xx. worked for Peoples Bancorp from August 2003, through April 9,
2007,
serving as Controller and then Chief Financial Officer and Treasurer from August
1, 2006 until April 9, 2007.
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