PEOPLES BANCORP INC. Marietta, Ohio 45750-0738
Exhibit
10.2(d)
000
Xxxxxx Xxxxxx, Post Office Box 738
Marietta,
Ohio 45750-0738
(000)
000-0000
xxx.xxxxxxxxxxxxxx.xxx
Xxxxx X.
Xxxxxxxxxxxx
Executive
Vice President - Operations
000
Xxxxxx Xxxxxx
Post
Office Box 738
Marietta,
Ohio 45750-0738
Dear
Xxxxx:
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:
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(1)
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No Golden Parachute
Payments. The Company is prohibited from making any Golden
Parachute Payment to you during any CPP Covered
Period.
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(2)
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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.
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(3)
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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.
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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
letter. In addition, you and the Company agree to negotiate
revisions to any Benefit Plan required to give effect to provision (3), above,
promptly and in good faith.
Provisions
(1), (2) and (3) of this letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to the
maximum extent consistent with the foregoing, to permit operation of the Benefit
Plans in accordance with their terms before giving effect to this
letter).
The
following capitalized terms shall have the meanings set forth
below:
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(a)
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“Company”
includes Peoples Bancorp Inc. and any entity treated as a single employer
with Peoples Bancorp Inc. under 31 C.F.R. § 30.1(b) (as in effect on the
Closing Date).
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(b)
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“CPP
Covered Period” is any period during which: (a) you are a Senior Executive
Officer; and (b) the Treasury holds an equity or debt position acquired
from the Company under the CPP. The term “CPP Covered
Period” shall be limited by, and interpreted in a manner consistent with,
31 C.F.R. § 30.11 (as in effect on the Closing
Date).
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(c)
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“Closing
Date” shall have the meaning given to it in the Participation
Agreement.
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(d)
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“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Treasury and as published in the
Federal Register on October 20,
2008.
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(e)
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“Golden
Parachute Payment” is used with same meaning as in Section 111(b)(2)(C) of
EESA as supplemented by 31 C.F.R. § 30.9 (as in effect on the Closing
Date).
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(f)
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“Senior
Executive Officer” means the Company’s “senior executive officers” as
defined in Section 111(b)(3) of EESA as supplemented by 31 C.F.R. § 30.2
(as in effect on the Closing Date).
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To the
extent not subject to federal law, this letter will be governed by and construed
in accordance with the laws of Ohio. This letter may be executed in
two or more counterparts, each of which will be deemed to be an original. A
signature transmitted by facsimile will be deemed an original
signature.
If the
Company does not participate or ceases at any time to participate in the CPP,
this letter shall be of no further force and effect.
The Board
appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.
[signature
page follows]
2
Yours
sincerely,
By: /s/ XXXX X.
XXXXXXX
Xxxx X. Xxxxxxx
Title: President &
CEO
Date:
1/23/2009
*****
Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.
By:
/s/ XXXXX X.
XXXXXXXXXXXX
Xxxxx X. Xxxxxxxxxxxx
Date: January
23,
2009
3
APPENDIX
A
Letter Agreement, and
Securities
Purchase Agreement –
Standard Terms
incorporated into
Letter Agreement, with
United States
Department of the Treasury
[Intentionally
omitted; Included as
Exhibit 10.1
to the Current Report on Form 8-K
dated
February 2, 2009 and filed on that
date by Peoples
Bancorp Inc. with the
Securities and
Exchange Commission]
APPENDIX
B
The Benefit Plans described in this
letter include, but are not limited to, the following plans, agreements,
arrangement and methods:
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1.
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Peoples
Bancorp Inc. Amended and Restated 2006 Equity Plan (effective as of
December 11, 2008)
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2.
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Peoples
Bancorp Inc. Amended and Restated Incentive Award Plan (effective as of
December 11, 2008)
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3.
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Peoples
Bancorp Inc. Amended and Restated Change in Control Agreement (effective
as of December 11, 2008)
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