Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 26, 2021, Peoples Bancorp Inc., an Ohio corporation ("Peoples"), and
Premier Financial Bancorp, Inc., a Kentucky corporation, ("Premier Financial"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"). The
Merger Agreement provides for a business combination whereby Premier Financial
will merge with and into Peoples (the "Merger"), with Peoples as the surviving
corporation in the Merger. Either immediately after the effective time of the
Merger, or such later time as Peoples determines, Premier Financial's
wholly-owned subsidiary banks, Citizens Deposit Bank and Trust, Inc., a Kentucky
banking corporation ("Citizens Bank"), and Premier Bank, Inc., a West Virginia
corporation ("Premier Bank") will merge with and into Peoples Bank, an Ohio
chartered commercial bank and wholly-owned subsidiary of Peoples ("Peoples
Bank"), with Peoples Bank as the surviving bank in the mergers. The Boards of
Directors of Peoples and Premier Financial have approved the Merger and the
Merger Agreement. People's shareholders approved the Merger at a special
meeting of shareholders on July 22, 2021, and Premier Financial's shareholders
approved the Merger at a special meeting of shareholders on July 1, 2021.
The Merger Agreement provides for Premier Financial, in consultation with
Peoples, to negotiate and enter into a retention bonus agreement with Robert W.
Walker, Premier Financial's President and Chief Executive Officer (the "Walker
Retention Bonus Agreement"). The Walker Retention Bonus Agreement was entered
into on August 6, 2021, and provides that if Mr. Walker continues to work and
remain employed by Premier Financial through the close of business of the later
of (i) the effective date of the Merger or the conversion (the "Conversion") of
Premier Financial's data systems to Peoples' data systems (the "Retention
Effective Date"), Premier Financial will pay Mr. Walker a retention bonus of
2.99 times Mr. Walker's base salary at the time of closing of the Merger payable
in three equal installments on or about (i) March 26, 2022, (ii) March 26, 2023,
and (iii) March 26, 2024. Mr. Walker would terminate any right or claim to
payments under the Walker Retention Bonus if prior to the Retention Effective
Date, he resigns, is discharged for certain enumerated reasons, or the Merger
Agreement is terminated prior to the effective date of the Merger. Under the
Walker Retention Bonus Agreement, Mr. Walker is subject to certain
non-solicitation provisions regarding customers and employees and may not work
for a competitor located within 20 miles of any branch of Premier Bank, Citizens
Bank or Peoples Bank in any capacity.
Item 9.01. Financial Statements and Exhibits
Exhibit 10.1 - Retention Bonus Agreement dated August 6, 2021, by and between
Premier Financial Bancorp, Inc. and Robert W. Walker.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PREMIER FINANCIAL BANCORP, INC.
(Registrant)
/s/ Brien M. Chase
Date: August 10, 2021 Brien M.
Chase, Senior Vice President
and Chief Financial Officer
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PREMIER FINANCIAL BANCORP, INC. 