exhibit10-2.htm


    EXHIBIT
10.2(b)

    


    PEOPLES
BANCORP INC. ANNUAL REPORT ON FORM 10-K

    FOR
FISCAL YEAR ENDED DECEMBER 31, 2009

    


    PEOPLES
BANCORP INC.

    INCENTIVE
AWARD PLAN

    


    Objectives

    
      	
              1.  

            	
              Reward
      employees for enhancing shareholder
value.

            


    

    
      	
              2.  

            	
              Contribute
      toward a compensation program that serves to retain, recruit, and develop
      talented financial services personnel and
  management.

            


    

     

    Participation

    
      	
              1.  

            	
              The
      Compensation Committee approves the participation of executive officers in
      the Incentive Plan. Executive officers identify other officers and
      employees who serve Peoples in a support role for inclusion in the
      Incentive Plan.

            


    

    
      	
              2.  

            	
              Participants
      must be employed as of the payout date in respect of a measurement period
      to receive payment for such measurement
period.

            


    

    
      	
              3.  

            	
              Participants
      must be employed before July 1 of Peoples’ fiscal year to be eligible for
      payment for the related measurement
period.

            


    

    
      	
              4.  

            	
              The
      Compensation Committee retains the right to exercise discretion in the
      awarding of actual payments under the Incentive
  Plan.

            


    

    


    Plan
Design, Performance Measures, and Payouts

    
      	
              1.  

            	
              The
      Incentive Plan is designed to recognize and reward performance against
      established financial and non-financial
targets.

            


    

    
      	
              a.  

            	
              Corporate
      goals and individual goals are established on an annual
    basis.

            


    

    
      	
              i.  

            	
              Corporate
      goals are established for the measurement period and a three-year period
      that includes the measurement period by the Board of Directors at their
      discretion.

            


    

    
      	
              ii.  

            	
              It
      is contemplated the corporate goals will be comprised of a variety of
      metrics, including those related to Peoples’ financial performance,
      capital adequacy and credit
quality.

            


    

    
      	
              iii.  

            	
              Individual
      goals for the executive officers will be approved by the Compensation
      Committee on an annual basis.

            


    

    
      	
              b.  

            	
              An
      absolute minimum level of corporate performance in respect of one or more
      of the financial goals is established on an annual basis by the Board of
      Directors.  This is the minimum level of corporate performance
      that must be achieved before any incentive payout which may otherwise be
      earned in respect of the level of achievement for any other corporate or
      individual goal can be made.  If Peoples fails to meet the
      designated absolute minimum level of corporate performance, no participant
      will be eligible for any incentive payout.  However, the
      Compensation Committee retains the right to make incentive payouts based
      on achievement of the established corporate and/or individual goals, even
      if the absolute minimum level of corporate performance is not
      attained.

            


    

    
      	
              2.  

            	
              Three
      levels of achievement are established for each goal: threshold, target and
      maximum.

            


    

    
      	
              3.  

            	
              All
      potential payouts under the Incentive Plan will be awarded as a percentage
      of the salary of the participant.

            


    

    
      	
              4.  

            	
              All
      awards under the Incentive Plan will be paid by March 15 of the year
      following the measurement period, which is Peoples' fiscal
      year.

            


    

    
      	
              a.  

            	
              Executive
      officers and certain other officers will be eligible to receive a
      potential payout in a blend of cash and
stock.

            


    

    
      	
              b.  

            	
              Other
      participants will be eligible to receive a potential payout in cash
      only.

            


    

    
      	
              5.  

            	
              Fifty
      percent of the payout level attributable to attainment of the performance
      goals will be awarded to an executive officer in the form of an annual
      cash incentive.  The remaining 50% of the payout level achieved
      would be in the form of equity-based long-term incentive compensation
      under the 2006 Equity Plan.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      	
              a.  

            	
              The
      Compensation Committee is contemplating the use of time-vesting and
      performance-vesting for any potential payout in the form of equity-based
      long-term incentive compensation under the 2006 Equity
    Plan.

            


    

    
      	
              b.  

            	
              The
      Compensation Committee will also establish any multiple-year vesting or
      performance periods which will be applicable to any potential payout in
      the form of equity-based long-term incentive compensation under the 2006
      Equity Plan.

            


    

    


    
      
        
        

      

      
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