Exhibit No. 10
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Director Retirement Plan for the benefit of
Robert E. Evans
MINUTES OF ACTION
OF THE
BOARD OF DIRECTORS
OF
PEOPLES BANCORP, INC.
THE UNDERSIGNED, being the Secretary of the Board of Directors of PEOPLES
BANCORP INC., a financial holding company, located in Marietta, Ohio (the
"Company"), does hereby record the following actions adopted by the Board of
Directors (the "Board") pursuant to the Board's meeting held on June 9, 2005, in
accordance with the Company's Code of Regulations.
These actions are presented in the following order:
I. Proposed Benefit for Robert E. Evans
II. Concluding Resolutions
I.
PROPOSED BENEFITS FOR ROBERT E. EVANS
Robert E. Evans (the "Director") had been Chief Executive Officer of
Peoples Bancorp from 1980 until May 2005, and with Peoples Company since 1970.
He had also served as President of Peoples Bancorp until mid-2004. He currently
serves in the capacities of Director and Chairman of the Board. In recognition
of his 35 years of service with the organization, and his direct responsibility
for its substantial success and growth, the Board deems it to be in the best
interests of the Company to establish a Director Retirement Plan for the
Director ("Plan").
The Plan will be a "Top Hat" plan, and will subject to limited rules and
regulations under the Employee Retirement Income Security Act of 1974 and
accompanying regulations; therefore, the plan will not be subject to the rules
regarding retirement plans under the Internal Revenue Code Section 401(a) or
Department of Labor regulations.
The proposed Plan is projected to provide the Director with retirement
income, subject to the following plan and its provisions, as follows:
Article 1
Definitions
Whenever used in this Plan, the following words and phrases shall have
the meanings specified:
1.1 "Beneficiary" means Sally Evans, current spouse of Robert E. Evans.
1.2 "Board" means the Board of Directors of the Peoples Bancorp Inc. as
from time to time constituted.
1.3 "Code" means the Internal Revenue Code of 1986, as amended.
1.4 "Effective Date" means the date the Board adopts the accompanying
Board Resolution.
1.5 "Normal Retirement Age" means the Effective Date.
Article 2
Distributions During Lifetime
2.1 Normal Retirement Benefit. Upon the Director reaching Normal
Retirement Age, the Company shall distribute to the Director the
benefit described in this Article 2.
2.1.1 Amount of Benefit. The monthly benefit under this Section 2.1 is an
amount equal to the following:
YEAR MONTHLY BENEFIT AMOUNT ANNUAL BENEFIT AMOUNT
2005 $1,155.86 $13,870.32
2006 $1,271.45 $15,257.40
2007 $1,385.88 $16,630.56
2008 $1,278.38 $15,340.56
2009 $1,367.86 $16,414.32
2010 $1,449.94 $17,399.28
2011 $1,522.44 $18,269.28
2012 $1,598.56 $19,182.72
2013 and later Monthly benefit shall be Annual benefit
the annual benefit for the for 2013 and each
same year, divided by 12 year thereafter until
death shall be the
previous year's annual
benefit, increased by 5%
2.1.2 Distribution of Benefit. The Company shall distribute the
annual benefit to the Director in twelve (12) equal monthly
installments commencing on the first day of the month
following the Director's Normal Retirement Age. The annual
benefit shall be distributed to the Director until death.
Article 3
Distribution at Death
3.1 If the Director dies at any time after the Effective Date, the Company
shall distribute to the Beneficiary the benefit described in this
Article 3. This benefit shall be distributed in lieu of the benefits
under Article 2.
3.2 The benefit under this Section 3.2 is an amount equal to the following:
If Death
occurs in The Monthly Benefit The Annual Benefit
Year: Amount will be: Amount will be:
2005 $662.25 $7,947
2006 $728.48 $8,741.76
2007 $794.04 $9,528.48
2008 $639.19 $7,670.28
2009 $683.93 $8,207.16
2010 $724.97 $8,699.64
2011 $761.22 $9,134.64
2012 $799.28 $9,591.36
2013 and later Based on Annual Annual benefit
Benefit Amount for 2013 and each
year thereafter
until death shall
be the previous
year's annual benefit,
increased by 5%.
3.2.2 Distribution of Benefit. The Company shall distribute the
annual benefit to the Beneficiary in twelve (12) equal monthly
installments commencing within sixty (60) days following
Director's death and shall continue until the Beneficiary's
death.
Article 4
Administration of Plan
4.1 Plan Administrator Duties. This Plan shall be administered by a Plan
Administrator, which shall consist of the Board, or such committee or
person(s) as the Board shall appoint. The Plan Administrator shall also
have the discretion and authority to (i) make, amend, interpret and
enforce all appropriate rules and regulations for the administration of
this Plan and (ii) decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the Plan.
4.2 Agents. In the administration of this Plan, the Plan Administrator may
employ agents and delegate to them such administrative duties as it
sees fit, (including acting through a duly appointed representative),
and may from time to time consult with counsel who may be counsel to
the Company.
4.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in
connection with the administration, interpretation and application of
the Plan and the rules and regulations promulgated hereunder shall be
final and conclusive and binding upon all persons having any interest
in the Plan.
4.4 Indemnity of Plan Administrator. The Company shall indemnify and hold
harmless the members of the Plan Administrator against any and all
claims, losses, damages, expenses or liabilities arising from any
action or failure to act with respect to this Plan, except in the case
of willful misconduct by the Plan Administrator or any of its members.
4.5 Company Information. To enable the Plan Administrator to perform its
functions, the Company shall supply full and timely information to the
Plan Administrator on all matters relating to the date and
circumstances of the retirement, or death of the Director, and such
other pertinent information as the Plan Administrator may reasonably
require.
4.6 Annual Statement. The Plan Administrator shall provide to the
Director, within one hundred twenty (120) days after the end of each
plan Year, a statement setting forth the benefits to be distributed
under this Plan.
Article 5
Amendments and Termination
5.1 This Plan may be amended at any time by the Company in order to
accomplish the purposes set forth herein. Additionally, the Company may
also amend this Plan to conform to law, regulation or written
directives to the Company from its appropriate regulators.
Article 6
Miscellaneous
6.1 Non-Transferability. Benefits under this Plan cannot be sold,
transferred, assigned, pledged, attached or encumbered in any
manner.
6.2 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld, under Section 409A of the Code and regulations
thereunder, from the benefits provided under this Plan. The Director
acknowledges that the Company's sole liability regarding taxes is to
forward any amounts withheld to the appropriate taxing authority(ies).
6.3 Applicable Law. The Plan and all rights hereunder shall be governed
by the laws of the State of Ohio, except to the extent preempted by
the laws of the United States of America.
6.4 Unfunded Arrangement. The Director and Beneficiary are general
unsecured creditors of the Company for the distribution of benefits
under this Plan. The benefits represent the mere promise by the Company
to distribute such benefits. The rights to benefits are not subject in
any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors.
6.5 Reorganization. The Company shall not merge or consolidate into or with
another Company, or reorganize, or sell substantially all of its assets
to another Company, firm, or person unless such succeeding or
continuing Company, firm, or person agrees to assume and discharge the
obligations of the Company under this Plan. Upon the occurrence of such
event, the term "Company" as used in this Plan shall be deemed to refer
to the successor or survivor Company.
6.6 Entire Plan. This Plan constitutes the entire agreement between the
Company and the Director as to the subject matter hereof. No rights are
granted to the Director by virtue of this Plan other than those
specifically set forth herein.
6.7 Alternative Action. In the event it shall become impossible for the
Company or the Plan Administrator to perform any act required by this
Plan, the Company or Plan Administrator may in its discretion perform
such alternative act as most nearly carries out the intent and purpose
of this Plan and is in the best interests of the Company.
6.8 Headings. Article and section headings are for convenient
reference only and shall not control or affect the meaning or
construction of any of its provisions.
6.9 Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provision has never been
inserted herein.
6.10 Notice. Any notice or filing required or permitted to be given to the
Company or Plan Administrator under this Plan shall be sufficient if in
writing and hand-delivered, or sent by registered or certified mail, to
the address below:
Mark F. Bradley
President and Chief Executive Officer
138 Putnam Street
Marietta, Ohio 45750
With copy to:
Charles R. Hunsaker
General Counsel
(740) 376 7277 (FAX)
chunsaker@pebo.com (E-MAIL)
Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
Any notice or filing required or permitted to be given to the Director
under this Plan shall be sufficient if in writing and hand-delivered,
or sent by mail, to the last known address of the Director.
II.
CONCLUDING RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that all actions previously taken by any
officer or director of the Company in connection with the transactions
contemplated by the foregoing resolutions are hereby adopted, ratified,
confirmed and approved in all respects as the acts and deeds of the Company as
fully as if such actions had been presented to this Board of Directors for its
approval prior to such actions being taken.
FURTHER RESOLVED, the Board has reviewed and considered the Director
Retirement Plan, understands it and its effect on the Company's finances, and
deems it to be in the best interests of the Company to implement it.
FURTHER RESOLVED, that actions and information contained in the foregoing
resolutions are fully understood by each member of the Board. The foregoing
resolutions are being made with contemplation of whether such actions are
consistent with safe and sound Companying practices and in accordance with the
Interagency Statement.
RESOLVED FINALLY, that any appropriate officer of the Company be, and each
of them acting singly or together, hereby is authorized for and on behalf of the
Company to execute and deliver such contracts, agreements, plan documents,
instruments and other documents as they or any of them may deem necessary or
proper to carry out the purposes and intent of the foregoing resolutions.
By: /s/ RHONDA H. MEARS
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Rhonda H. Mears
Secretary