exhibit10-23.htm


    EXHIBIT
10.23

    


    PEOPLES
BANCORP INC. ANNUAL REPORT ON FORM 10-K

    FOR
FISCAL YEAR ENDED DECEMBER 31, 2008

    


    PEOPLES
BANCORP INC.

    AMENDED
AND RESTATED

    CHANGE
IN CONTROL AGREEMENT

    


    This Agreement was originally entered
into and adopted on August 11, 2004, by and between PEOPLES BANCORP INC., a
financial holding company, located in Marietta, Ohio (the “Company”), and
Deborah K. Hill (the  “Executive”), and is hereby amended and restated
effective December 11, 2008 for the purpose of complying with Section 409A of
the Code.

    


    The Board of Directors of the Company
(the “Board”) has determined that it is in the best interests of the Company to
retain the Executive’s services and to reinforce and encourage the continued
attention and dedication of the Executive to his assigned duties, without
distraction in potentially disturbing circumstances arising from the possibility
of a change in control of the Company or the assertion of claims and actions
against the Executive.

    


    The Company and the Executive agree as
provided herein.

    


    Article
1

    Definitions

    


    Whenever
used in this Agreement, the following words and phrases shall have the meanings
specified:

    


    1.1           “Agreement” means this Peoples
Bancorp Inc. Amended and Restated Change in Control Agreement, as it may be
amended from time to time.

    


    1.2           “Base Annual Compensation” means the Executive’s average annualized
compensation paid by the Company which was includible in the Executive’s gross
income during the most recent five taxable years ending before the date of the
Change in Control.  The definition includes amounts includible in
compensation, prior to any reduction for a salary contribution to a plan
described in Section 125 of the Code or qualified under Section 401(k) of the
Code, as well as any compensation included in the Executive’s “base amount”
within the meaning of Section 280G of the Code.

    


    1.3           “Cause” means

    


    (a)  Gross negligence or
gross neglect of duties; or

    


    (b)  Commission of a felony
or of a gross misdemeanor involving moral turpitude in connection with the
Executive’s employment with the Company or a Subsidiary; or

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

               (c)  Fraud,
disloyalty, dishonesty or willful violation of any law or significant Company or
Subsidiary policy committed in connection with the Executive’s employment;
or

    


               (d)  Issuance
of an order for removal of the Executive by the Company’s bank
regulators.

    


    1.4           “Change in Control” shall occur
on the earliest date that

    


    (a)  A “person” or “group”
(as defined in Section 409A of the Code)  acquires ownership of stock
of the Company that, together with stock held by such person or group,
constitutes more than fifty percent (50%) of the total fair market value or
total voting power of the stock of the Company;

    


    (b) any
person or group acquires (or has acquired during the twelve (12) month period
ending on the date of the most recent acquisition by such person or group)
ownership of stock of the Company possessing thirty-five percent (35%) or more
of the total voting power of the stock of the Company;

    


    (c) a
majority of the members of the Board is replaced during any twelve (12) month
period by directors whose appointment or election is not endorsed by a majority
of the members of the Company’s Board prior to the date that such appointments
or elections are made; or

    


    (d) any
person or group acquires (or has acquired) during the twelve (12) month period
ending on the date of the most recent acquisition by such person or group,
assets from the Company that have a total gross fair market value equal to or
more than forty percent (40%) of the total gross fair market value of all of the
assets of the Company immediately prior to such acquisition or
acquisitions.

    


    Notwithstanding
the foregoing, the definition of “Change in Control” shall be interpreted
consistent with the definition of “change in control event” under Section 409A
of the Code.

    


    1.5           “Code” means the Internal
Revenue Code of 1986, as amended.

    


    1.6           “Disability” means the
Executive’s suffering a sickness, accident or injury which has been determined
by the insurance carrier of any individual or group disability insurance policy
covering the Executive, or by the Social Security Administration, to be a
disability rendering the Executive totally and permanently disabled. The
Executive must submit proof to the Plan Administrator of the insurance carrier’s
or Social Security Administration’s determination upon the request of the Plan
Administrator.

    


    1.7           “Good Reason” means, without
the Executive’s express written consent, after written notice to the Board, and
after a thirty (30) day opportunity for the Board to cure, the continuing
occurrence of any of the following events:

    


    (a)  The assignment to the
Executive of any material duties or responsibilities inconsistent with the
Executive’s positions, or a change in the Executive’s reporting
responsibilities, titles, or offices, or any removal of the Executive from or
any failure to re-elect the Executive to any of such positions, except in
connection with the Executive’s Termination of Employment for Cause, Disability,
retirement, or as a result of the Executive’s death;

    


    
      
        
        

      

      
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    (b)           A
reduction by the Company in the Executive’s base salary;

    


    (c)           The
taking of any action by the Company which would adversely affect the Executive’s
participation in or materially reduce the Executive’s benefits under any benefit
plans, or the failure by the Company to provide the Executive with the number of
paid vacation days to which the Executive is then entitled on the basis of years
of service with the Company in accordance with the Company’s normal vacation
policy in effect on the date hereof;

    


    (d)           Any
failure of the Company to obtain the assumption of, or the agreement to perform,
this Agreement by any successor as contemplated in Section 3.9 hereof;
or

    


    (e)           The
Company directing the Executive to be reassigned to an office location fifty
(50) miles or more from the current office location of the Executive except for
required travel on Company business to an extent substantially consistent with
the Executive’s present business travel obligations or, in the event the
Executive consents to any relocation, the failure by the Company to pay (or
reimburse the Executive) for all reasonable moving expenses incurred by the
Executive relating to a change of the Executive’s principal residence in
connection with such relocation and to indemnify the Executive against any loss
realized on the sale of the Executive’s principal residence in connection with
any such change of residence.

    


    1.8           “Subsidiary” means any entity
that, along with the Company, would be treated as a single employer under
Sections 414(b) and (c) of the Code.

    


    1.9           “Termination Date” shall mean
the date of the Executive’s Termination of Employment.

    


    1.10         “Termination of Employment”
shall mean a “separation from service”, within the meaning of Section 409A of
the Code, by the Executive from the Company and its Subsidiaries.

    


    Article
2

    Change
in Control Benefits

    


    2.1      Change in Control
Benefit.  If within the six (6) months prior or twenty-four
(24) months following a Change in Control of the Company, the Executive shall
have an involuntary Termination of Employment by the Company other than for
Cause, or shall have a voluntary Termination of Employment for Good Reason, the
Company shall pay to the Executive a benefit under this Article.

    


    2.1.1    Amount of Benefit. The benefit
under this Section 2.1 is two (2) times the Executive’s Base Annual Compensation
at the date of the Change of Control.

    


    2.1.2    Payment of
Benefit.  The Company shall pay the benefit to the Executive in
a lump sum within thirty (30) days following the Termination
Date.  Notwithstanding the foregoing, if the Executive is a “specified
employee” within the meaning of Section 409A of the Code and as determined under
the Company’s policy for determining specified employees, on the date of the
Executive’s Termination Date, and the payment described in Section 2.1.1 of this
Agreement is required to be delayed pursuant to Section 409A(a)(2)(B) of the
Code, such payment shall be made on the first business day of the seventh (7th)
month following the Termination Date (or, if earlier, the Executive’s date of
death).

    


    
      
        
        

      

      
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    2.1.3     Insurance
Benefits.  During the period of time specified in Section 3.2
of this Agreement, the Executive shall receive, in addition to the benefit
provided in Section 2.1.1 of this Agreement the following benefits substantially
in the form and expense to the Executive as received by the Executive on the
Termination Date: (a) medical and dental insurance; and (b) life
insurance.   The provision of medical and dental insurance beyond
the period of time described in Treasury Regulation §1.409A-1(b)(9) and the
provision of life insurance benefits pursuant to this Section 2.1.3 shall,
however, be subject to the following limitations: (i) the benefits provided during
Executive’s taxable year may not affect the benefits to be provided to Executive
in any other taxable year, (ii) reimbursements or payments must be made on or
before the last day of Executive’s taxable year following the taxable year in
which the expense being paid or reimbursed was incurred, and (iii) the right to
continued coverage is not subject to liquidation or exchange for another
benefit.

    


    It is understood and agreed that any
rights and privileges of the Executive provided by the Consolidated Omnibus
Budget Reconciliation Act of 1986, amending the Employee Retirement Income
Security Act, the Internal Revenue Code and the Public Health Services Act, as
amended, shall begin at the end of the period of time specified in Section 3.2
of this Agreement.

    


    2.2           Excess Parachute Payment.
Notwithstanding anything to the contrary in this Agreement, if there are
payments to the Executive which constitute “excess parachute payments,” as
defined in Section 280G of the Code, then the payments made to the Executive
shall be the greater of: (a) one dollar ($1.00) less than the amount which would
cause the payments to the Executive (including payments to the Executive which
are not included in this Agreement) to be subject to the excise tax imposed by
Section 4999 of the Code; and (b) the amount of payments payable to the
Executive contingent upon the Company’s Change in Control (including payments to
the Executive which are not included in the Agreement) if the sum of these
payments, after taking into account any excise taxes that may be imposed on the
Executive under Section 4999 of the Code, would be greater than the amount
specified in Section 2.2(a).  Any reduction to any payment made
pursuant to this Section 2.2(a) shall be performed consistent with the
requirements of Section 409A of the Code.

    


    Section
2.3 – Withholding & Payroll Taxes

    


    To the
extent required by law, the Company shall withhold from other amounts owed to
the Executive or require the Executive to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax requirements on
any payments made to the Executive under this
Agreement.  Determinations by the Company as to withholding shall be
binding on the Executive.

    


    
      
        
        

      

      
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    Article
3

    Miscellaneous

    


    3.1           Confidential Information. The
Executive recognizes and acknowledges that the Executive will have access to
certain information of the Company and that such information is confidential and
constitutes valuable, special and unique property of the Company. The Executive
shall not at any time, either during or subsequent to the term of this
Agreement, disclose to others, use, copy or permit to be copied, except as
directed by law or in pursuance of the Executive’s duties for or on behalf of
the Company, its successors, assigns or nominees, any Confidential Information
of the Company (regardless of whether developed by the Executive), without the
prior written consent of the Company. The term “Confidential Information” with
respect to any person means any secret or confidential information or know-how
and shall include, but shall not be limited to, the plans, customers, costs,
prices, uses, and applications of products and services, results of
investigations, studies owned or used by such person, and all products,
processes, compositions, computer programs, and servicing, marketing or
operational methods and techniques at any time used, developed, investigated,
made or sold by such person, before or during the term of this Agreement, that
are not readily available to the public or that are maintained as confidential
by such person. The Executive shall maintain in confidence any Confidential
Information of third parties received as a result of the Executive’s employment
with the Company in accordance with the Company’s obligations to such third
parties and the policies established by the Company.

    


    3.2           No Competition. If within the
six (6) months prior or twenty-four (24) months following a Change in Control of
the Company, the Executive shall have an involuntary Termination of Employment
by the Company other than for Cause, or shall have a voluntary Termination of
Employment for Good Reason, then and for a period of one (1) year 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 the Executive 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 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 otherwise 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 Rule 13d-3 promulgated under
the Securities Exchange Act of 1934) in excess of one percent of the outstanding
capital stock of such enterprise.

    


    3.3           Delivery of Documents Upon
Termination. The Executive shall deliver to the Company or its designee
at the Executive’s Termination of Employment all correspondence, memoranda,
notes, records, drawings, sketches, plans, customer lists, product compositions,
and other documents and all copies thereof, made, composed or received by the
Executive, solely or jointly with others, that are in the Executive’s
possession, custody, or control at such Termination of Employment and that are
related in any manner to the past, present, or anticipated business of the
Company.

    


    
      
        
        

      

      
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    3.4           Remedies. The Executive
acknowledges that a remedy at law for any breach or attempted breach of the
Executive’s obligations under Sections 3.1, 3.2 and 3.3 may be inadequate,
agrees that the Company may be entitled to specific performance and injunctive
and other equitable remedies in case of any such breach or attempted breach and
further agrees to waive any requirement for the securing or posting of any bond
in connection with the obtaining of any such injunctive or other equitable
relief. The Company shall have the right to offset against amounts to be paid to
the Executive pursuant to the terms hereof any amounts owed by the Executive to
the Company at the time of payment.

    


    The
termination of the Agreement shall not be deemed to be a waiver by the Company
of any breach by the Executive of this Agreement or any other obligation owed
the Company, and notwithstanding such a termination the Executive shall be
liable for all damages attributable to such a breach.

    


    3.5           Dispute
Resolution.  Subject to the Company’s right to seek injunctive
relief in court as provided in Section 3.4 of this Agreement, any dispute,
controversy or claim arising out of or in relation to or connection to this
Agreement, including without limitation any dispute as to the construction,
validity, interpretation, enforceability or breach of this Agreement, shall be
settled by arbitration administered by the American Arbitration Association
under its National Rules for

    the
Resolution of Employment Disputes and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction
thereof.

    


    3.6           Acknowledgement of Parties.
The Company and the Executive understand and acknowledge that this Agreement
means that neither can pursue an action against the other in a court of law
regarding any employment dispute, except for claims involving workers’
compensation benefits or unemployment benefits, and except as set forth
elsewhere in this Agreement, in the event that either party notifies the other
of its demand for arbitration under this Agreement. The Company and the
Executive understand and agree that this Section 3.5, concerning arbitration,
shall not include any controversies or claims related to any agreements or
provisions (including provisions in this Agreement) respecting confidentiality,
proprietary information, non-competition, non-solicitation, trade secrets, or
breaches of fiduciary obligations by the Executive, which shall not be subject
to arbitration.

    


    3.7           Right to Consult
Counsel.  Executive has been advised of the Executive’s right
to consult with an attorney prior to entering into this Agreement.

    


    3.8           Successors of the Company. The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance satisfactory to
the          Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such
succession had taken place.  The failure of the Company to obtain such
agreement prior to the effectiveness
of         any such succession
shall be a breach of this Agreement and shall entitle the Executive to terminate
the Agreement and receive compensation from the Company in the same amount and
on the same terms as the Executive would be entitled hereunder if the Executive
terminated the Executive’s employment for Good Reason.  As used in
this Agreement, “Company” as hereinbefore defined shall include any successor to
its business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 3.8 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

    


    
      
        
        

      

      
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    3.9           Executive’s Heirs, etc. The
Executive may not assign the Executive’s rights or delegate the Executive’s
duties or obligations hereunder without the written consent of the Company. This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while any
amounts would still be payable to the Executive hereunder if the Executive had
continued to live, all such amounts, unless other provided herein, shall be paid
in accordance with the terms of this Agreement to the Executive’s designee or,
if there be no such designee, to the Executive’s estate.

    


    3.10           Notices. Any notice or
communication required or permitted under the terms of this Agreement shall be
in writing and shall be delivered personally, or sent by registered or certified
mail, return receipt requested, postage prepaid, or sent by nationally
recognized overnight carrier, postage prepaid, or sent by facsimile transmission
to the Company at the Company’s principal office and facsimile number in
Marietta, Ohio, or to the Executive at the address and  facsimile
number, if any, appearing on the books and records of the Company. Such notice
or communication shall be deemed given (a) when delivered if personally
delivered; (b) five mailing days after having been placed in the mail, if
delivered by registered or certified mail; (c) the business day after having
been placed with a nationally recognized overnight carrier, if delivered by
nationally recognized overnight carrier, and (d) the business day after
transmittal when transmitted with electronic confirmation of receipt, if
transmitted by facsimile. Any party may change the address or facsimile number
to which notices or communications are to be sent to such party by giving notice
of such change in the manner herein provided for giving notice. Until changed by
notice, the following shall be the address and facsimile number to which notices
shall be sent:

    


    


    
      	
              If
      to the Company, to:

            	
              If
      to the Executive, to:

            
	 
      	
              Attn:
      General Counsel

            	 
      	
              Deborah
      K. Hill

            
	 
      	
              PEOPLES
      BANCORP INC.

            	 
      	
              9118
      Preswick Court

            
	 
      	
              138
      Putnam Street

            	 
      	
              Dublin,
      Ohio  43017

            
	 
      	
              Marietta,
      Ohio 45750

            	 
      	 
      
	 
      	
              Fax:
      (740) 568-1422

            	 
      	 
      


    

    


    


    


    
      
        
        

      

      
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    3.11           Amendment or Waiver. No
provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by the
Executive and such officer as may be specifically designated by the Board (which
shall not include the Executive). No waiver by either party hereto at any time
of any breach by the other party hereto of or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party, which are not set forth expressly in this Agreement. This
Agreement constitutes
the         entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

    


    3.12           Invalid Provisions. Should any
portion of this Agreement be adjudged or held to be invalid, unenforceable or
void, such holding shall not have the effect of invalidating or voiding the
remainder of this Agreement and the parties hereby agree that the portion so
held invalid, unenforceable or void shall if possible, be deemed amended or
reduced in scope, or otherwise be stricken from this Agreement to the extent
required for the purposes of validity and enforcement thereof. In this regard,
the parties hereto hereby agree that any judicial authority construing this
Agreement shall be empowered to sever any portion of the geographic area or any
prohibited business activity from the coverage of this Agreement, and to reduce
the duration of
the          non-compete
period and to apply the provisions of this Agreement to the remaining portion of
the geographic area or the remaining business activities not to be severed by
such judicial authority and to the duration of the non-compete period as reduced
by judicial determination.

    


    3.13           Survival of the Executive’s
Obligations. The Executive’s obligations under this Agreement shall
survive regardless of whether the Executive incurs a Termination of Employment,
voluntarily or involuntarily, by the Company or the Executive, with or without
Cause.

    


    3.14           Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and the same
instrument.

    


    3.15           Governing Law.  This
Agreement and any action or proceeding related to it shall be governed by and
construed under the laws of the State of Ohio.

    


    3.16           Captions and Gender. The use
of Captions and Section headings herein is for purposes of convenience only and
shall not effect the interpretation or substance of any provisions contained
herein. Similarly, the use of the masculine gender with respect to pronouns in
this Agreement is for purposes of convenience and includes either sex who may be
a signatory.

    


    3.17           Section
409A.   It is intended that the Agreement comply with
Section 409A of the Code and the regulations promulgated thereunder (and any
subsequent notices or guidance issued by the Internal Revenue Service), and the
Agreement will be interpreted, administered and operated
accordingly.  Nothing herein shall be construed as an entitlement to
or guarantee of any particular tax treatment to the
Executive.  Neither the Company nor the Board shall have any liability
to any person in the event this Agreement fails to comply with the requirements
of Section 409A of the Code at any time.

    


    
      
        
        

      

      
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    The Company may accelerate the time or
schedule of a distribution to the Executive at any time the Agreement fails to
meet the requirements of Section 409A of the Code and the regulations
promulgated thereunder.  Such payment may not exceed the amount
required to be included in income as a result of the failure to comply with the
requirements of Section 409A of the Code and the regulations promulgated
thereunder.

    


    IN
WITNESS WHEREOF, the Executive and a duly authorized representative of the
Company have signed this Agreement.

    


    EXECUTIVE:                                                                                                                                                                                           COMPANY:

    


    /s/ DEBORAH K.
HILL                                                                                                                                                                          PEOPLES BANCORP INC.

    Deborah
K. Hill

                                                                                                    
 By:     /s/ CAROL A. SCHNEEBERGER

     

                                                                                                                                                                                                                     
Its:     Executive Vice President,
Operations


    
      
         


      

      
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