Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Amended
and Restated Employment Agreements
On
December 18, 2007, Peoples Bancorp (the “Company”) and Peoples Federal Savings
Bank of DeKalb County, the Company’s wholly owned subsidiary (the “Bank”), and
the officers noted below entered into amendments to previously disclosed
employment agreements, each of which amendments is attached as an exhibit to
this Current Report on Form 8-K and incorporated herein by this
reference. These amendments were considered and approved by the
Boards of Directors of the Company and the Bank.
In
each
case, the amendments will effect changes in order to comply with the
requirements and final regulations of Section 409A of the Internal Revenue
Code
of 1986, as amended, adding required language relating to separation from
service, restrictions on timing of payment of benefits to “specified employees”
under Section 409A, and clarifying the payment of benefits in the event of
a
change in control, among other things. The agreements revise the definition
of
change in control to be consistent with the definition of such term in Section
409A, and also now provide that the officer may terminate his employment
voluntarily within 12 months of a change in control (as defined in the
agreements) and still retain the right to receive severance payments. Each
agreement was also amended to clarify the definition of a
disability.
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Officer
and Title
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Amendment
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Exhibit
No.
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Maurice
F. Winkler, III
Director,
President and Chief Executive Officer of Company and Bank
|
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Employment
Agreement
|
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10.1
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Steven
H. Caryer
Vice
President and Chief Financial Officer of Company and Bank
|
|
Employment
Agreement
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10.2
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On
December 18, 2007, the Boards of Directors of the Company and the Bank
considered and approved an Employment Agreement for Jeffrey H. Gatton, the
Senior Vice President and Chief Operating Officer of the Company and the
Bank. Mr. Gatton, the Company and the Bank entered into the
Employment Agreement (“Gatton Employment Agreement”) on December 18,
2007.
The
Gatton Employment Agreement has a three-year term, and it may be amended and
extended for additional twelve-month periods upon the mutual agreement of the
parties. The original effective date of the agreement is December 18,
2007. The agreement provides for a base salary of $102,500 per
year. Pursuant to the agreement, the base salary amount is reviewed
at least once every twelve months and increases are to be substantially
consistent with the increases to the base salaries of other executives of the
Bank, provided the base salary amount shall be increased by a percentage no
less
than the annual increase in the cost of living index for the Fort Wayne, Indiana
metropolitan area.
The
employment agreement for Mr. Gatton contains provisions similar to those of
Mr.
Winkler and Mr. Caryer regarding terminations of employment, including in the
event of a change of control of the Company (as defined in the agreement in
a
manner consistent with Section 409A of the Internal Revenue Code of 1986, as
amended). The agreement provides that the executive may terminate his
employment upon 60 days notice upon the occurrence of one of the events
specified in the agreement. The Company may terminate the employment
of the executive upon the occurrence of certain specified events or at any
time
for cause (as defined in the agreement). If the Company terminates an
executive’s employment other than for cause or if the executive terminates his
employment upon the occurrence of the events specified in the agreement, the
agreement provides for the executive to receive an amount equal to his base
salary for each year remaining under the term of the agreement plus bonuses
in
an amount equal to the last bonus received multiplied by the number of years
remaining under the term of the agreement, as well as the value of any medical
and retirement benefits provided under the agreement for each year or portion
thereof remaining in the term of the agreement, but such amounts are subject
to
deferment for minimum capital maintenance purposes. In the event the
executive’s employment is terminated by the Company or the executive for any
reason other than for cause within 12 months following a change of control,
then
the executive will receive an amount equal to 2.99 times his base salary, plus
the amount of any bonus compensation earnings during the 2.99 years immediately
preceding the change of control, plus certain other benefits. In
addition, any unvested options held by an executive will vest if his employment
is terminated as a result of a change of control.
Under
the
employment agreement, the executive is eligible to receive such benefits as
are
made available to other senior executives of the Bank.
The
Gatton Employment Agreement is attached to this Current Report on Form 8-K
as
Exhibit 10.3 and is incorporated herein by reference.