pb_8k1213ex102.htm


    EXHIBIT
      10.2

     

    


     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (“Agreement”) is made and entered into as of this 18th day
      of December, 2007, but effective as of January 1, 2005 (the “Effective Date”),
      by and among Peoples Bancorp (“Peoples”), the holding company of Peoples Federal
      Savings Bank of DeKalb County (the “Bank”), the Bank and Steven H. Caryer
      (“Executive”), with reference to the following:

     

    This
      Agreement amends and restates the prior Employment Agreement between the Bank,
      Peoples and the Executive dated September 26, 2006 (the “Prior
      Agreement”).  It has been amended and restated for compliance with the
      final regulations under 409A of the Internal Revenue Code of 1986, as amended
      (the “Code”), effective as of January 1, 2005.

     

    WHEREAS,
      Executive is currently employed by the Bank, which is a wholly owned subsidiary
      of Peoples;

     

    WHEREAS,
      Peoples and the Bank desire to provide for the employment of the Executive
      by
      the Bank;

     

    WHEREAS,
      the Executive is willing to commit himself to serving the Bank on the terms
      and
      conditions herein provided;

     

    NOW,
      THEREFORE, IN CONSIDERATION OF the recitals set forth above and the mutual
      promises, covenants, agreements, conditions and undertakings hereinafter set
      forth, the adequacy and receipt of which consideration is hereby acknowledged,
      the parties hereto agree as follows:

     

    
      	
              1.

            	
              Term.

            


    

     

    This
      Agreement shall have a term of three (3) years, commencing on December 18,
      2007
      (the “Term”). Where used herein, “Term” shall refer to the entire period of
      employment of Executive by the Bank from and after the Effective Date of this
      Agreement, whether for the period provided above and as extended or terminated
      earlier as hereinafter provided.

     

    
      	
              2.

            	
              Position
                and Duties.

            


    

     

    (a)           During
      the Term, Executive shall be employed on a full-time basis to serve
      as  Vice President and Chief Financial Officer of the Bank and perform
      the duties customarily performed by such officer of a savings association,
      including the general supervision and operation of the business and affairs
      of
      the Bank, and reporting to the applicable regulatory authorities regarding
      the
      activities of the Bank, subject to the direction of and the powers vested by
      law
      in the Board of Directors of the Bank (the “Board”) and the Bank’s shareholder,
      Peoples. Except as provided for herein, the duties and position of Vice
      President and Chief Financial Officer hereunder may be changed only by the
      mutual written agreement of the parties hereto. The parties may mutually agree
      to extend Executive’s full-time status for additional 12-month periods following
      December 18, 2007.

     

    (b)           During
      the Term hereof, Executive shall perform the services herein contemplated to
      be
      performed by Executive faithfully, diligently and to the best of Executive’s
      ability in

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    compliance
      with instructions and policies of the Board, the Bank’s Federal Charter and
      Bylaws and with all applicable laws and regulations.

     

    
      	
              3.

            	
              Compensation.

            


    

     

    (a)           Base
      Salary.  For executive’s services rendered hereunder, the Bank
      shall pay or cause to be paid a base salary to Executive at the rate of $100,940
      per annum, payable in conformity with the Bank’s normal payroll periods and
      procedures. During the Term, Executive’s base salary shall be reviewed at least
      once every twelve (12) months and shall be increased (but not reduced) at any
      time, and from time to time, as shall be substantially consistent with increases
      in base salary generally awarded in the ordinary course of business to other
      executives of the Bank, provided that Executive’s Base Salary shall be increased
      by a percentage no less than the annual increase of the cost of living index
      for
      the Fort Wayne, Indiana metropolitan area. Any increase in base salary shall
      not
      serve to limit or reduce any other obligation to the Executive under this
      Agreement. The term “Base Salary” as utilized in this Agreement shall refer to
      base salary as so increased.

     

    (b)           Discretionary
      Bonus. In addition to Executive’s Base Salary provided for under Paragraph
      3(a) above, the Executive shall participate in an equitable manner with all
      other senior management executives of the Bank in discretionary bonuses that
      the
      Board may award from time to time to the Bank’s senior management executives. No
      other compensation provided for in this Agreement shall be deemed a substitute
      for the Executive’s right to participate in such discretionary
      bonuses.

     

    (c)           Stock
      Awards. The Executive shall be eligible for consideration for stock option
      grants by Peoples pursuant to any stock option plan adopted or maintained by
      Peoples, for so long as Executive shall be employed by the Bank.

     

    (d)           Other
      benefits. The Executive will eligible to participate in or receive benefits
      under any employee benefit plans of the Bank which are available to senior
      executives and key management employees of the Bank, subject to and on a basis
      consistent with the terms, conditions and overall administration of such plans
      and arrangements. Nothing paid to Executive under any such plan or arrangement
      will be deemed to be in lieu of other compensation to which the Executive is
      entitled under this Agreement.

     

    
      	
              4.

            	
              Vacation
                and Sick Leave.

            


    

     

    During
      the Term hereof, Executive shall be entitled to paid vacation and paid sick
      leave, the amount and term of which shall be determined in accordance with
      the
      policies of the Bank as in effect from time to time, but in no event shall
      the
      vacation period be less than four weeks per year.

     

    
      	
              5.

            	
              Group
                Medical, Life Insurance and Other
                Benefits.

            


    

     

    The
      Executive shall participate in any plan that the Bank maintains for the benefit
      of its executives if the plan relates to (i) pension, profit sharing or other
      retirement benefits, (ii) medical insurance or the reimbursement of medical
      or
      dependent care expenses, or (iii) other group benefits, including disability
      and
      life insurance plans.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    6.           Business
      Expenses.

     

    Executive
      shall be entitled to reimbursement by the Bank for any and all ordinary and
      necessary business expenses reasonably incurred by Executive in the performance
      of Executive’s duties and in acting for the Bank during the Term of this
      Agreement, provided that Executive furnishes to the Bank, for review and
      approval by the Chairman of the Board, adequate records and other documentation
      as may be required for the substantiation of such expenditures as a business
      expense of the Bank

     

    
      	
              7.

            	
              Termination
                for Cause.

            


    

     

    (a)           The
      Board may for cause terminate Executive’s employment at any time during the Term
      of this Agreement. In such event, all rights of Executive under this Agreement
      shall terminate and Executive shall have no right to receive compensation or
      other benefits for any period after the effective date of such termination
      for
      cause. Termination for cause shall be defined as the Executive’s dishonesty,
      incompetence, willful misconduct, breach of fiduciary duty involving personal
      profit, intentional failure to perform stated duties, willful violation of
      any
      law, rule or regulation (other than traffic violations or similar offenses)
      or
      final cease-and-desist order, or material breach of any provision of this
      Agreement.

     

    (b)           Notwithstanding
      the foregoing, no termination for cause shall be effective with respect to
      the
      Executive unless and until there shall have been delivered to him a copy of
      a
      resolution, finding that in the good faith opinion of the Board of Directors
      of
      the Bank (the “Board”), the Executive’s actions and/or failure to act justifies
      termination for cause and specifying the particulars thereof in detail.
      Reasonable notice shall be provided to the Executive and he shall receive an
      opportunity, together with counsel, to be heard before the Board. The Executive
      shall not have the right to receive compensation or other benefits for any
      period after a termination for cause, except that benefits previously vested
      or
      accrued shall be unaffected by such termination.

     

    
      	
              8.

            	
              Events
                of Termination; Payments to
                Executive.

            


    

     

    The
      provisions of this Paragraph 8 shall apply upon the occurrence of an Event
      of
      Termination (as herein defined).

     

    (a)           As
      used in this Agreement, an “Event of Termination” shall mean and include any one
      or more of the following (other than such an event which occurs within 12 months
      following a Change in Control, in which case any benefits due to Executive
      under
      Paragraph 9 shall be made as provided in Paragraph 9): (i) the termination
      by
      the Bank of the Executive’s employment hereunder for any reason other than for
      cause (as defined in Paragraph 7 hereinabove) during the Term; or (ii) the
      Executive’s resignation or constructive termination from the Bank’s employ, upon
      any (A) material change in the Executive’s function, duties, or
      responsibilities, which change would cause the Executive’s position to become
      one of lesser responsibility, importance, or scope from the position and
      attributes thereof (and any such material change shall be deemed a continuing
      breach of this Agreement), (B) relocation of the principal place at which
      Executive’s duties are to be performed to a location outside a thirty (30) mile
      radius around the principal location at which Executive’s duties are performed
      immediately prior to the termination of employment, (C) material reduction
      in
      the benefits and perquisites to the Executive from those being provided as
      of
      the Effective Date of this Agreement except for any changes that are generally
      applicable to senior executives and key management employees

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    or
      expressly contemplated by this Agreement (any such reduction to be deemed a
      continuing breach of this Agreement), or (D) or any other material breach of
      this Agreement by the Bank, which events remain uncorrected for at least 30
      days
      after the Executive provides the Bank notice of such occurrence. Upon the
      occurrence of any event described in clauses (A), (B), (C) or (D) above, the
      Executive shall have the right to elect to terminate his employment under this
      Agreement by resignation upon not less than sixty (60) days prior written notice
      given within a reasonable period of time not to exceed 90 days after the later
      of the (i) occurrence of the event giving rise to said right to elect
      termination or (ii) actual knowledge of such event by the Executive. In the
      case
      of a continuing breach, the Executive may give such sixty (60) days prior notice
      at any time. Executive’s sixty (60) days prior notice of his Date of Termination
      shall be referred to as “Notice of Termination.” The date specified in
      Executive’s Notice of Termination to the Bank satisfying the 60 days’ prior
      notice requirement shall be the “Date of Termination.” Notwithstanding the
      foregoing, if the Bank cures the violation set forth within clauses (A), (B),
      (C) or (D) within 30 days after the Notice of Termination is received by the
      Bank, such Notice of Termination shall be deemed revoked by the
      Executive.

     

    (b)           Upon
      the occurrence of an Event of Termination, on the Date of Termination, as
      defined in this Paragraph 8, the Bank shall pay the Executive, or, in the event
      of his subsequent death, his beneficiary or beneficiaries as he may have
      designated, or his estate, if no beneficiary designation has been made, or
      if no
      beneficiaries survive the Executive, as severance pay or liquidated damages,
      or
      both, a sum equal to (i) the amount of Base Salary of the Executive for each
      year or portion thereof during the remaining Term of this Agreement, plus (ii)
      bonuses based on the last bonus received for each year or portion thereof
      remaining in the Term of this Agreement, as well as (iii) the value of any
      health and/or medical benefits as provided under Paragraph 5 and retirement
      benefits under Paragraph 5 of this Agreement for each year or portion thereof
      remaining in the Term of this Agreement, provided, however, that if the Bank
      is
      not in compliance with its minimum capital requirements or if such payments
      would cause the Bank’s capital to be reduced below its minimum capital
      requirements, such payments shall be deferred until such time as the Bank is
      in
      capital compliance. Such salary, bonus, retirement benefit, and health payments
      shall be made in a lump sum within ten (10) days of the Date of
      Termination.

     

    (c)           The
      payments provided under this Paragraph 8 upon an Event of Termination shall
      be
      in lieu of any other payments or damages recoverable in any causes of action
      by
      Executive related to this Agreement. As a condition to receipt of payments
      hereunder, the Executive shall execute a Release and Settlement Agreement
      pursuant to which the Executive shall waive any and all claims resulting from
      employment at or termination from the Bank other than payments or benefits
      which
      are expressly provided for in this Agreement.

     

    
      	
              9.

            	
              Termination
                as a Result of a Change of
                Control.

            


    

     

    (a)           Change
      of Control. For purposes of this Agreement and except as provided in
      Paragraph 11(c) below relating to supervisory transactions, the term “Change of
      Control” shall mean the occurrence of any of the following events:

     

    (i)           a
      change in the ownership of the Bank or Peoples, which shall occur on the date
      that any one person, or more than one person acting as a group, acquires
      ownership of stock of the Bank or Peoples 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 Bank or
      Peoples.  Such acquisition may occur as a result

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    of
      a
      merger of Peoples or the Bank into another entity which pays consideration
      for
      the shares of capital stock of the merging Holding Company or
      Bank.  However, if any one person, or more than one person acting as a
      group, is considered to own more than fifty percent (50%) of the total fair
      market value or total voting power of the stock of the Bank or Peoples, the
      acquisition of additional stock by the same person or persons is not considered
      to cause a change in the ownership of the Bank or Peoples (or to cause a change
      in the effective control of the Bank or Peoples (within the meaning of
      subsection (ii)).  An increase in the percentage of stock owned by any
      one person, or persons acting as a group, as a result of a transaction in which
      the Bank or Peoples acquires its stock in exchange for property will be treated
      as an acquisition of stock for purposes of this subsection.  This
      subsection applies only when there is a transfer of stock of the Bank or Peoples
      (or issuance of stock of the Bank or Peoples) and stock in the Bank or Peoples
      remains outstanding after the transaction.

     

    (ii)           a
      change in the effective control of the Bank or Peoples, which shall occur only
      on either of the following dates:

     

    
      	
               

            	
              (1)

            	
              the
                date any one person, or more than one person acting as a group acquires
                (or has acquired during the 12 month period ending on the date of
                the most
                recent acquisition by such person or persons) ownership of stock
                of the
                Bank or Peoples possessing thirty percent (30%) or more of the total
                voting power of the stock of the Bank or
                Peoples.

            


    

     

    
      	
               

            	
              (2)

            	
              the
                date a majority of members of Peoples’ board of directors is replaced
                during any 12 month period by directors whose appointment or election
                is
                not endorsed by a majority of the members of Peoples’ board of directors
                before the date of the appointment or election; provided, however,
                that
                this provision shall not apply if another corporation is a majority
                shareholder of Peoples.

            


    

     

    If
      any
      one person, or more than one person acting as a group, is considered to
      effectively control the Bank or Peoples, the acquisition of additional control
      of the Bank or Peoples by the same person or persons is not considered to cause
      a change in the effective control of the Bank or Peoples (or to cause a change
      in the ownership of the Bank or Peoples within the meaning of subsection (i)
      of
      this section).

     

    (iii)           a
      change in the ownership of a substantial portion of the Bank’s assets, which
      shall occur on the date that any one person, or more than one person acting
      as a
      group, acquires (or has acquired during the 12 month period ending on the date
      of the most recent acquisition by such person or persons) assets from the Bank
      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 Bank
      immediately before such acquisition or acquisitions.  For this
      purpose, gross fair market value means the value of the assets of the Bank,
      or
      the value of the assets being disposed of, determined without regard to any
      liabilities associated with such assets.  No change in control occurs
      under this subsection (iii) when there is a transfer to an entity that is
      controlled by the shareholders of the Bank

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    immediately
      after the transfer.  A transfer of assets by the Bank is not treated
      as a change in the ownership of such assets if the assets are transferred to
      –

     

    
      	
               

            	
              (1)

            	
              a
                shareholder of the Bank (immediately before the asset transfer) in
                exchange for or with respect to its
                stock;

            


    

     

    
      	
               

            	
              (2)

            	
              an
                entity, 50 percent or more of the total value or voting power of
                which is
                owned, directly or indirectly, by the
                Bank.

            


    

     

    
      	
               

            	
              (3)

            	
              a
                person, or more than one person acting as a group, that owns, directly
                or
                indirectly, 50 percent or more of the total value or voting power
                of all
                the outstanding stock of the Bank;
                or

            


    

     

    
      	
               

            	
              (4)

            	
              an
                entity, at least 50 percent of the total value or voting power of
                which is
                owned, directly or indirectly, by a person described in paragraph
                (iii).

            


    

     

    For
      purposes of this subsection (iii) and except as otherwise provided in paragraph
      1) above, a person’s status is determined immediately after the transfer of the
      assets.

     

    (iv)           For
      purposes of this section, persons will not be considered to be acting as a
      group
      solely because they purchase or own stock of the same corporation at the same
      time, or as a result of the same public offering.  Persons will be
      considered to be acting as a group if they are owners of a corporation that
      enters into a merger, consolidation, purchase or acquisition of stock, or
      similar business transaction with the Bank or Peoples; provided, however, that
      they will not be considered to be acting as a group if they are owners of an
      entity that merges into the Bank or Peoples where the Bank or Peoples is the
      surviving corporation.

     

    (b)           Severance
      Payment. If Executive’s employment with the Bank is terminated by the Bank
      or by the Executive for any reason other than for cause, as defined in Section
      7(a), within 12 months following a Change of Control, Executive shall be
      entitled to receive as his sole and exclusive remedy a lump sum severance
      payment equal to 2.99 years of Executive’s Base Salary, as provided for in
      Paragraph 3(a) of this Agreement, plus the amount of any bonus compensation
      earned by Executive during the 2.99 years immediately preceding the Change
      of
      Control, the present value of unpaid health benefits and retirement benefits
      under Paragraph 5 assuming those benefits continue to be paid until Executive
      reaches the age of 65, less any amounts required to be deducted by the Bank
      for
      federal and state taxes or other applicable requirements. The severance payment
      hereunder shall be paid to Executive in a lump sum upon the effectiveness of
      Executive’s termination of employment from the Bank and the termination of this
      Agreement. In the event a severance payment is paid to Executive under this
      Paragraph 9(b), this Agreement shall be terminated and the Bank shall have
      no
      further obligation to Executive under this Agreement, except as provided
      herein.

     

    (c)           Notwithstanding
      the preceding paragraphs of this Paragraph 9, the payments or benefits to be
      made or afforded to Executive under this Agreement when aggregated with any
      other “golden parachute” amounts (defined under Section 280G of the Internal
      Revenue Code of 1986, as amended (the “Code”) as compensation that becomes
      payable or accelerated due to a Change in Control payable under any other plans,
      agreements or policies of Peoples or the Bank,

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    shall
      be
      reduced to the highest amount permissible under Sections 280G and 4999 of the
      Code before the Executive becomes subject to the excess parachute payment excise
      tax under Section 4999 of the Code and Peoples or the Bank loses all or part
      of
      its compensation deduction for such payments. The Executive shall determine
      the
      allocation of the reduction required hereby among the benefits to which the
      Executive is entitled.

     

    (d)           Compliance
      with Law and Regulation. The parties hereto expressly acknowledge and agree
      that any payments made to Executive pursuant to this Agreement or otherwise
      are
      subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and
      any regulations promulgated there under.

     

    
      	
              10.

            	
              Other
                Termination.

            


    

     

    (a)           Disability.
      In the event of the Executive’s disability, Executive’s employment
      hereunder may be terminated by written notice from the Bank to Executive. In
      the
      event that Executive’s employment is terminated under this Paragraph 10(a),
      Executive shall receive the difference between any disability payments provided
      by the Bank’s insurance plans and his Base Salary as set forth in Paragraph 3(a)
      hereof which he would have received during the remaining Term of this Agreement,
      plus the amount of any bonus compensation payable to Executive under Section
      3(b) hereof for any number of years or portions thereof remaining in the Term
      of
      this Agreement, prorated as appropriate. Such termination shall not affect
      any
      rights which Executive may have pursuant to any insurance or other death
      benefit, retirement or stock award plans or arrangements of the Bank, or any
      stock option plans or options thereunder, which rights shall continue to be
      governed by the provisions of such plans and arrangements. For purposes of
      this
      section, “disability” shall mean any medically determinable physical or mental
      impairment which can be expected to result in death or to last for a continuous
      period of not less than 12 months and which (i) renders Executive unable to
      engage in any substantial gainful activity or (ii) entitles Executive to income
      replacement benefits for a period of not less than three months under an
      accident and benefit plan covering employees of the Bank, as reasonably
      determined by a duly licensed physician selected in good faith by the
      Bank.

     

    (b)           Death.
      If Executive’s employment is terminated by reason of Executive’s death,
      this Agreement shall terminate without further obligations of the Bank to
      Executive (or Executive’s heirs or legal representatives) under this Agreement,
      other than for payment of (i) Executive’s Base Salary which he was receiving at
      the time of death, prorated through the date of termination; (ii) the amount
      of
      any bonus compensation payable to Executive at the time of his death under
      Section 3(b) above, prorated through the date of termination; (iii) any
      compensation previously deferred by Executive; (iv) any accrued vacation and/or
      sick leave pay; and (v) any amounts due pursuant to the terms of any applicable
      welfare benefit plan. All of the foregoing amounts shall be paid to Executive’s
      estate or beneficiary, as applicable, in a lump sum in cash within thirty (30)
      days after the date of termination or earlier as required by applicable
      law.

     

    
      	
              11.

            	
              Regulatory
                Provisions.

            


    

     

    (a)           Suspension
      and Removal Orders. If Executive is suspended and/or temporarily prohibited
      from participating in the conduct of the Bank’s affairs by notice served under
      Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
      Section 181 8(e)(3) and (g)(1)), the Bank’s obligations under this Agreement
      shall be suspended as of the date of service, unless stayed by appropriate
      proceedings. If the charges in the notice are dismissed, the Bank may in its
      discretion: (i) pay Executive all or part of the compensation withheld while
      its

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    obligations
      under this Agreement were suspended; and (ii) reinstate (in whole or in part)
      any of its obligations which were suspended. If Executive is removed and/or
      permanently prohibited from participating in the conduct of the Bank’s affairs
      by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit
      Insurance Act (12 U.S.C. Section 181 8(e)(4) or (g)(1)), all obligations of
      the
      Bank under this Agreement shall terminate as of the effective date of the order,
      but vested rights of the parties shall not be affected.

     

    (b)           Termination
      by Default. If the Bank is in default (as defined in Section 3(x)(1) of the
      Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations
      under this Agreement shall terminate as of the date of default, but vested
      rights of the parties shall not be affected.

     

    (c)           Supervisory
      Assistance or Merger. All obligations under this Agreement shall be
      terminated, except to the extent that it is determined that continuation of
      the
      Agreement is necessary for the continued operation of the Bank: (i) by the
      Director of the Office of Thrift Supervision (the “Director”) or his or her
      designee, at the time that the Federal Deposit Insurance Corporation or the
      Office of Thrift Supervision enters into an agreement to provide assistance
      to
      or on behalf of the Bank under the authority contained in Section 13(c) of
      the
      Federal Deposit Insurance Act (12 U.S.C. Section 1823(c)); or (ii) by the
      Director or his or her designee, at the time that the Director or his or her
      designee approves a supervisory merger to resolve problems related to the
      operation of the Bank or when the Bank is in an unsafe or unsound condition.
      All
      rights of the parties that have already vested, however, shall not be affected
      by such action.

     

    
      	
              12.

            	
              Payments
                to Specified Employees.

            


    

     

    (a)           To
      the extent the Executive is a “specified employee” (as defined below) as of a
      separation from service, payments due to the Executive under this Agreement
      upon
      a separation from service that represent payment of deferred compensation that
      is subject to Section 409A of the Code shall begin no sooner than six months
      after the Executive’s separation from service; provided, however, that any
      payments not made during the six month period described in this Section 12(a)
      shall be made in a single lump sum as soon as administratively practicable
      after
      the expiration of such six month period; provided, further, that, to the extent
      this Agreement provides for payment of deferred compensation only upon an
      involuntary separation from service or pursuant to a window program, the six
      month delay required under this Section 12(a) shall not apply to the portion
      of
      any payment resulting from the Executive’s “involuntary separation from service”
(as defined in Treasury Reg. Section 1.409A-1(n) and including a
“separation from service for good reason,” as defined in Treasury Reg.
      Section 1.409A-1(n)(2)) that (i) is payable no later than the last day of
      the second year following the year in which the separation from service occurs,
      and (ii) does not exceed two times the lesser of (1) the Executive’s annualized
      compensation for the year prior to the year in which the separation from service
      occurs, or (2) the dollar limit described in Section 401(a)(17) of the
      Code.

     

    (b)           To
      the extent any life, health, disability or other welfare benefit coverage
      provided to the Executive under this Agreement would be taxable to the
      Executive, the taxable amount of such coverage shall not exceed the applicable
      dollar amount under Section 402(g)(1)(B) of the Code determined as of the
      year in which the Executive’s separation from service occurs.  The
      intent of the foregoing sentence is to permit Peoples and the Bank to treat
      the
      provision of such benefits as a limited payment under Treasury Reg.
      Section 1.409A-1(a)(9)(v)(D) so as to avoid application of the six month
      delay rule for specified employees.  For purposes of this Agreement,
      any reference to severance of employment or

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    termination
      of employment shall mean a “separation from service” as defined in Treasury Reg.
      Section 1.409A-1(h).

     

    (c)           For
      purposes of this Agreement, the term “specified employee” shall have the meaning
      set forth in Treasury Reg. Section 1.409A-1(i) and shall include, without
      limitation, (1) an officer of the Bank or Peoples having annual compensation
      greater than $130,000 (as adjusted for inflation under the Code), (2) a five
      percent owner of the Bank or Peoples, or (3) a one percent owner of the Bank
      or
      Peoples having annual compensation of more than $150,000.  The
      determination of whether the Executive is a “specified employee” shall be made
      by the Bank in good faith applying the applicable Treasury
      regulations.

     

    
      	
              13.

            	
              Disclosure
                or Use of Trade Secrets/Non-Compete
                Agreement.

            


    

     

    During
      the Term hereof, Executive will have access to and become acquainted with what
      Executive and the Bank acknowledge are trade secrets of the Bank. Executive
      shall not use or disclose any trade secrets or, directly or indirectly, cause
      them to be used or disclosed in any manner, during the Term hereof or for a
      period of one (1) year after the termination of this Agreement, except as may
      be
      required or requested by the Bank, by court order or under applicable law or
      regulation. While Executive is employed by the Bank and for a period of one
      year
      after termination of Executive’s employment by the Bank for cause or by the
      Executive, Executive shall not directly or indirectly engage in any bank or
      bank-related business which competes with the business of the Bank as conducted
      during Executive’s employment by the Bank for any financial institution,
      including, but not limited to, banks, savings associations and credit unions
      within a 50-mile radius of Auburn, Indiana.

     

    
      	
              14.

            	
              Return
                of Documents.

            


    

     

    Executive
      expressly agrees that all manuals, documents, files, reports, studies or other
      materials used and/or developed by Executive for the Bank during the Term of
      this Agreement or prior thereto while Executive was employed by the Bank are
      solely the property of the Bank, and that Executive has no right, title or
      interest therein. Upon termination of this Agreement, Executive or Executive’s
      representative shall promptly deliver possession of all such materials
      (including any copies thereof) to the Bank.

     

    
      	
              15.

            	
              Notices.

            


    

     

    All
      notices, demands or other communications hereunder shall be in writing and
      shall
      be deemed to have been duly given if delivered in person, or sent by United
      States mail, certified or registered, with return receipt requested, if to
      Executive, addressed to Executive at the last residence address of Executive
      as
      shown in the records of the Bank, and if to the Bank, addressed to the Chairman
      of the Board at the Bank’s principal office.

     

    
      	
              16.

            	
              Governing
                Law and Jurisdiction.

            


    

     

    This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of Indiana. Each of the parties hereto consents to the jurisdiction
      of
      the Indiana or federal courts, as the case may be, for the enforcement of this
      Agreement and matters pertaining to the transactions and activities contemplated
      hereby.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    17.           Attorneys’
      Fees.

     

    In
      the
      event that a dispute arises with respect to this Agreement, the prevailing
      party
      in such dispute shall be entitled to recover all expenses, including, without
      limitation, reasonable attorneys' fees, incurred in connection with such
      dispute.

     

    
      	
              18.

            	
              Benefit
                of Agreement.

            


    

     

    This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns; provided, however, that
      Executive may not assign any interest in this Agreement without the prior
      written consent of the Bank.

     

    
      	
              19.

            	
              Captions.

            


    

     

    Captions
      and paragraph heading used in this Agreement are for convenience only and shall
      not be used in interpreting or construing this Agreement.

     

    
      	
              20.

            	
              Entire
                Agreement.

            


    

     

    This
      Agreement contains the entire agreement of the parties with respect to the
      employment of Executive by the Bank, and it expressly
      supersedes any and all other agreements, either oral or written, relating
      thereto.

     

    
      	
              21.

            	
              Severability.

            


    

     

    Should
      any provision of this Agreement for any reason be declared invalid, void or
      unenforceable by a court of competent jurisdiction, the validity and binding
      effect of any remaining portions of this Agreement shall remain in full force
      and effect as if this Agreement had been executed with such invalid, void or
      unenforceable provisions eliminated; provided, however, that the remaining
      provisions still reflect the intent of the parties to this
      Agreement.

     

    
      	
              22.

            	
              Amendments.

            


    

     

    This Agreement
      may not be amended or modified except by a written agreement signed by Executive
      and the Bank. This Agreement and any amendment thereof may be executed in
      counterparts.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    
      	 	
              PEOPLES
                BANCORP

            
	 	 	 	 	 
	 	 	 	
              By:

            	 /s/
              G. R. Gatton
	 	 	 	 	
              G.
                Richard Gatton

              Chairman
                of the Board

            
	 	 	 	 	 
	 	 	
              PEOPLES
                FEDERAL SAVINGS BANK OF DEKALB COUNTY

               

            
	 	 	 	
              By:

            	 /s/
              M. F. Winkler III
	 	 	 	 	
              Maurice
                F. Winkler, III

              President
                and Chief Executive Officer

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              EXECUTIVE

            
	 	 	 	 	 
	 	 	 	 	 /s/
              Steven H. Caryer
	 	 	 	 	
              Steven
                H. Caryer

            
	 	 	 	 


    

    


     

     

     

    11