exhibit10_2.htm


    Exhibit
      10.2

    


    


    PEOPLES
      BANCORP INC.

    CHANGE
      IN CONTROL AGREEMENT

    


    THIS
      CHANGE IN CONTROL (the “Agreement”) is adopted effective the 1st day of January,
      2006, by and between PEOPLES BANCORP INC., a financial holding company, located
      in Marietta, Ohio (the "Company"), and David T. Wesel (the "Executive"), an
      Executive of the Company or any of its subsidiaries.

     

        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 Executives.

    


    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  

            	
              “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 of Control.  The definition covers amounts
                includible in compensation, prior to any deferred arrangements, and
                defined as the individual’s “base amount” under Section 280G of the
                Code.

            


    

    


    
      	
              1.2  

            	
               “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

            


    

    


    
      	
              (c)  

            	
              Fraud,
                disloyalty, dishonesty or willful violation of any law or significant
                Company policy committed in connection with the Executive's employment;
                or

            


    

    


    
      	
              (d)  

            	
              Issuance
                of an order for removal of the Executive by the Company’s banks
                regulators.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
                 1.3   

              	 “Change
                in Control” shall mean: 


      

    

    


    
      	
              (a)  

            	
              Any
                person or entity or group of affiliated persons or entities (other
                than
                the Company) becomes a beneficial owner, directly or indirectly,
                of 25% or
                more of the Company’s voting securities or all or substantially all of the
                assets of the Company;

            


    

    


    
      	
              (b)  

            	
              The
                Company enters into a definitive agreement which contemplates the
                merger,
                consolidation or combination of the Company with an unaffiliated
                entity in
                which either or both of the following is to occur:  (i) the
                Board of Directors of the Company, as applicable, immediately prior
                to
                such merger, consolidation or combination will constitute less than
                a
                majority of the board of directors of the surviving, new or combined
                entity; or (ii) less than 75% of the outstanding voting securities
                of the
                surviving, new or combined entity will be beneficially owned by the
                stock
                holders of the Company immediately prior to such merger, consolidation
                or
                combination; provided, however, that if any definitive agreement
                to merge,
                consolidate or combine is terminated without consummation of the
                transaction, then no Change in Control shall be deemed to have occurred
                pursuant to this paragraph;

            


    

    


    
      	
              (c)  

            	
              The
                Company enters into a definitive agreement which contemplates the
                transfer
                of all or substantially all of the Company’s assets, other than to a
                wholly-owned Subsidiary of the Company; provided, however, that if
                any
                definitive agreement to transfer assets is terminated without consummation
                of the transfer, then no Change in Control shall be deemed to have
                occurred pursuant to this paragraph;
                or

            


    

    


    
      	
              (d)  

            	
              A
                majority of the members of the Board of Directors of the Company
                shall be
                persons who: (i) were not members of such Board on the effective
                date of
                this Agreement (“current members”); and (ii) were not nominated by a vote
                of such Board which included the affirmative vote of a majority of
                the
                current members on such Board at the time of their nomination (“future
                designees”) and (iii) were not nominated by a vote of such Board which
                included the affirmative vote of a majority of the current members
                and
                future designees, taken as a group, on such Board at the time of
                their
                nomination.

            


    

    


    


    
      	
              1.4  

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

            


    

    


    
      	
              1.5  

            	
              “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.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
                1.6   

            	 “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 termination of the
                Executive’s employment for Cause, Disability, retirement, or as a result
                of the Executive’s death;

            


    

    


    
      	
               

            	
              (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
                50
                miles or more form 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.

            


    

    


    
      	
              1.7  

            	
              “Termination
                Date” shall mean the date on which the Executive’s employment with the
                Company is terminated.

            


    

    


    


    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
                Company shall terminate the Executive’s employment other than for Cause,
                or if the Executive shall terminate his employment for Good Reason,
                then
                in any such events, 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.


    

    
    

    


    
      	
              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, life, medical and dental
              insurance substantially in the form and expense to the Executive as
              received by the Executive on the Termination Date.  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
                “parachute payments,” as defined in Section 280G of the Code, then the
                payments made to the Executive shall be the greater of (x) 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 (y) any payments to the Executive contingent upon the
                Company’s Change in Control (including payments to the Executive which are
                not included in the Agreement) less any excise tax. 

            


    

     

    Article
      3

    Miscellaneous

    


    
      	
              3.1  

            	
              Confidential
                Information.  The
                Executive recognizes and acknowledges that he 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
                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 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 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 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 1
                3d-3 promulgated under the Securities Exchange Act of 1934) in excess
                of
                1% 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 termination of the Executive’s
                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 termination and that are related in any manner
                to
                the past, present, or anticipated business or any member of the
                Company.

            


    

    


    
      	
              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 from time to time
                owing
                by the Executive to the Company.  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 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 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.  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 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, except that for purposes of implementing the foregoing,
                the date on which any such succession becomes effective shall be
                deemed
                the Date of Termination.  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 or which otherwise becomes bound by all the terms
                and
                provisions of this Agreement by operation of
                law.

            


    

    


    
      	
              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 as if he 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 it 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:  Charles R. Hunsaker, General
      Counsel

     

    PEOPLES
      BANCORP, INC.

    138
      Putnam
      Street

    Marietta,
      Ohio  45750

    Fax:  (740)
      376-7277

    


          
      If to the Executive, to:  David T.
      Wesel

    523
      Fifth Street

    Marietta,
      Ohio  45750

    


    
      	
              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’s
                employment by the Company is terminated, 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.

            


    

    


    


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

    


       

    
      	 	 EXECUTIVE:	 	 	 COMPANY:	 
	 	 	 	 	 	 
	 	 	 	 	 PEOPLES
              BANCORP INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
               By:/s/
                 

            	DAVID
              T. WESEL	 	
              By:/s/  


            	CAROL
              A. SCHNEEBERGER	 
	 	David
              T. Wesel	 	 	 Carol
              A. Schneeberger	 
	 	 	 	 	 Title: 
              Executive Vice President, Operations	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	January
              3, 2006