PEOPLES BANCORP INC. FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT WITH LARRY E. HOLDREN
Exhibit
10-24(b)
FIRST
AMENDMENT TO
CHANGE
IN CONTROL AGREEMENT
WITH
XXXXX X. XXXXXXX
WHEREAS,
Peoples Bancorp Inc., a
financial holding company located in Marietta, Ohio (the “Company”) and Xxxxx X.
Xxxxxxx, an executive of the Company (the “Executive”) did enter into that
certain Change in Control Agreement adopted on August 11, 2004 (“Agreement”);
and
WHEREAS,
Section 3.11 of the Agreement
permits the Company and the Executive to amend the Agreement in a writing signed
by each; and
WHEREAS,
on February 14, 2008, the
Board of Directors of the Company authorized the execution of an amendment
to
the Agreement on terms substantially similar to those set forth below;
and
WHEREAS,
the Company and the Executive
each believe that it would be in their best interest and desire to amend the
Agreement, as set forth below, effective as of February 18, 2008.
NOW
THEREFORE, in consideration of the
mutual promises and covenants contained herein and in the Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which
is
hereby acknowledged, the Company and the Executive hereby agree to amend the
Agreement as follows:
1.
Section 2.1.1 of the Agreement is hereby deleted in its entirety and replaced
with the following:
|
2.1.1
|
Amount
of Benefit. The benefit under this Section 2.1 is equal to one (1)
times
the amount of the Executive’s Base Annual Compensation as of the date of
the Change in Control.
|
2.
Section 3.2 of the Agreement
is
hereby deleted in its entirety and replaced with the
following:
3.2
NO COMPETITON. 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 and for a period of six (6) months immediately following
the
Termination Date, the Executive shall not directly or indirectly engage in
the
business of banking, or any other business in which the Company directly or
indirectly engages during the term of the Agreement; provided, however, that
this restriction shall apply only to the geographic market of the Company as
delineated on the Termination Date in the Community Reinvestment Act Statement
of Peoples Bank, National Association.
The
Executive shall be deemed to engage
in a business if he directly or indirectly engages or invests in, owns, manages,
operates, controls or participates in the ownership, management, operation
or
control of, is employed by, associated with or in any manner connected with,
or
renders services or advice to, any business engaged in banking, provided,
however, that the Executive may invest in the securities of any enterprise
(but
without participating in the activities of such enterprise) if two conditions
are met: (a) such securities are listed on any national or regional securities
exchange or have been registered under Section 12(g) of the Securities Exchange
Act of 1934 and (b) the Executive does not beneficially own (as defined in
Rule
13d-3 promulgated under the Securities Exchange Act of 1934) in excess of one
(1) percent of the outstanding capital stock of such
enterprise.
IN
WITNESS WHEREOF, the Company
and the Executive hereby
adoptthis First Amendment
effective as of the date set forth above.
EXECUTIVE: COMPANY
By:
/s/ XXXXX
X.
HOLDREN______________ By: /s/
XXXXX X.
SCHNEEBERGER_____
Xxxxx
X. Xxxxxxx
Xxxxx X. Xxxxxxxxxxxx
Title Executive Vice President, Operations
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