Retirement Benefits Agreement



EXHIBIT
10.1

 

Retirement
Benefits Agreement

 

    This
Retirement Benefits Agreement (the “Agreement”) is made and entered into by and
between G. Richard Gatton (“Gatton”) and First Savings Bank, A Federal Savings
Bank (the “Bank”), a federal savings bank with its headquarters in Three Rivers,
Michigan.


 


W i t
n e s s e t h:

 


    Whereas,
Gatton is
currently a director of the Bank and its holding company, Peoples Bancorp
(“PB”), and resigned from his position as President and Chief Executive Officer
of the Bank effective as of March 30, 2006 (the “Retirement Date”) at the age of
63 years;


 

Whereas,
pursuant
to Section 6(b) of the Employment Agreement dated February 29, 2000, by and
among Gatton, the Bank and PB (the “Employment Agreement”), the Bank has agreed
to pay to Gatton additional retirement benefits he would have received if he had
continued in the employment of the Bank until age 65 years, to the extent such
benefits are not otherwise paid to him under the Three Rivers Financial
Corporation’s Retirement Plan or under the First Savings Bank, FSB Salary
Continuation Agreement dated September 18, 1996, between the Bank and Gatton
(the “Salary Continuation Agreement”);

 

Whereas,
the Bank
has determined that present value of the benefit payable to Gatton under Section
6(b) of the Employment Agreement as a result of increased benefits he would have
received under the Three Rivers Financial Corporation’s Retirement Plan had he
worked until age 65 years, is $57,894, and has decided that such benefit shall
be paid to Gatton in a lump sum on January 5, 2007;

 

Whereas,
Gatton is
entitled to receive an additional $15,000 per year over a 15-year period under
the Salary Continuation Agreement as a result of the provisions in Section 6(b)
of the Employment Agreement;

 

Whereas,
this
Agreement is being signed to set forth the Bank’s obligation to make such
payment to Gatton and to clarify certain other matters pertaining to the
Employment Agreement and the Salary Continuation Agreement.

 

Now,
Therefore, in
consideration of the mutual promises and covenants contained herein, it is
hereby agreed by and between the parties hereto as follows:

 

1.  On
January 5, 2007, the Bank shall pay to Gatton the amount of $55,721.85, less
appropriate federal and state income tax withholdings, in satisfaction of its
obligations under Section 6(b) of the Employment Agreement, and Gatton agrees
that the payment of such amount will satisfy that obligation. To the extent
employment taxes are due with respect to this payment and with respect to the
payments described in Paragraph 2 of this Agreement, but have not previously
been paid, the Bank will pay those taxes in 2006 and withhold from the payment
to be provided on January 5, 2007 the appropriate FICA and FUTA portions payable
by Gatton with respect to these benefits.

 

2.  Pursuant
to Section 2.2 of the Salary Continuation Agreement and Section 6(b) of the
Employment Agreement, the Bank is required to pay Gatton annual payments of
$15,000 

















over a
period of 15 years payable on a monthly basis commencing with the first day of
the month following Gatton’s Normal Retirement Date (the date he attains age 65)
and continuing thereafter for 179 additional months. Pursuant to that agreement,
the Bank shall pay to Gatton monthly payments of $1,250 (less appropriate
federal and state income tax withholdings) commencing on November 1, 2007, for a
period of 15 years. The monthly amount shall be increased by 3% annually in
November of each year, as shown on schedule “A” attached to this agreement. It
is the intention of the parties hereto that the Salary Continuation Agreement
shall comply in all respects with the requirements of § 409A of the Internal
Revenue Code of 1986, as amended.


 

3.  In
addition to the foregoing benefits, in consideration for his prior services as
an employee of the Bank, Gatton shall also continue to receive the health and
medical benefits that are provided by the Bank generally to Bank employees,
paying 75% of the premiums owed for such coverage, until Gatton attains age 65.
To the extent that the commencement date of Medicare benefits is extended beyond
age 65, the provisions of this Section 3 shall be extended to the commencement
date of such Medicare benefits.

 

4.  For
purposes of this Agreement, notices and all other communications provided for
herein shall be in writing and shall be deemed to have been given when delivered
or mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

 






	 	
      If
      to Gatton:
	
      G.
      Richard Gatton

      3393
      Turnberry Lane

      Lakeland,
      FL 33803

       

	 	
      If
      to Bank:
	
      First
      Savings Bank, A Federal Savings Bank

      123
      Portage Avenue

      Three
      Rivers, MI 49093







 

or to
such address as either party hereto may have furnished to the other party in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.




 

5.  The
validity, interpretation, and performance of this Agreement shall be governed by
the laws of the State of Indiana, except as otherwise required by mandatory
operation of federal law.

 

6.  No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by Gatton and
the Bank. 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
dissimilar provisions or conditions at the same or any prior subsequent time. No
agreements or representation, 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.

 



2
















 

7.  The
invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement
which shall remain in full force and effect.

 

8.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
agreement.

 

9.  This
Agreement is personal in nature and neither party hereto shall, without consent
of the other, assign or transfer this Agreement or any rights or obligations
hereunder.

 

10.  This
Agreement may not be amended except in a writing executed by the parties
hereto.

 

11.  Gatton
acknowledges that the Employment Agreement has terminated and is without further
force and effect. The only other agreement relating to Gatton’s benefits from
the Bank that remains in effect, other than this Agreement, is the Salary
Continuation Agreement, as amended by this Agreement.

 

In
Witness Whereof, the
parties have caused the Agreement to be executed and delivered as of October 26,
2006.

 





	 	 	
      FIRST
      SAVINGS BANK, A FEDERAL

      SAVINGS
      BANK

	 	 	 
	 	 	 
	 	
      By:
	
      /s/
      Jeffrey H. Gatton

	 	 	
      Jeffrey
      H. Gatton, President and CEO

	 	 	 
	 	 	
      the
      “Bank”

	 	 	 
	 	 	
      /s/
      G. Richard Gatton

	 	 	
      G.
      Richard Gatton

	 	 	 
	 	 	
      “Gatton”







 




3















 

Payments
Begin 11-01-07

 

Schedule
A

Retired
Benefits Agreement

G.
Richard Gatton


G.
Richard Gatton

Salary
Continuation Agreement

3% Per
Year Increase - Change November 1st Each Year

 



	
      YEAR

       
	
      Effective

      11/1/2007

      Annual

       
	
      Monthly

       
	
      Per

      Pay

      (26)

       

	
      2007
	
      15000.00
	
      1250.00
	
      576.92

	
      2008
	
      15450.00
	
      1287.50
	
      594.23

	
      2009
	
      15914.00
	
      1326.17
	
      612.08

	
      2010
	
      16391.00
	
      1365.92
	
      630.42

	
      2011
	
      16883.00
	
      1406.92
	
      649.35

	
      2012
	
      17389.00
	
      1449.08
	
      668.81

	
      2013
	
      17911.00
	
      1492.58
	
      688.88

	
      2014
	
      18448.00
	
      1537.33
	
      709.54

	
      2015
	
      19002.00
	
      1583.50
	
      730.85

	
      2016
	
      19572.00
	
      1631.00
	
      752.77

	
      2017
	
      20159.00
	
      1679.92
	
      775.35

	
      2018
	
      20764.00
	
      1730.33
	
      798.62

	
      2019
	
      21386.00
	
      1782.17
	
      822.54

	
      2020
	
      22028.00
	
      1835.67
	
      847.23

	
      2021
	
      22689.00
	
      1890.75
	
      872.65