AMENDMENT TO WESBANCO BANK, INC. SALARY CONTINUATION AGREEMENT
EXHIBIT
10.1
AMENDMENT
TO
WESBANCO
BANK, INC.
THIS
AMENDMENT TO THE WESBANCO BANK, INC. SALARY CONTINUATION AGREEMENT by and
between WesBanco Bank, Inc. a state chartered commercial bank located in
Wheeling, West Virginia (the "Company") and ___________ (the "Executive")
initially effective April 14, 2000 is made and entered into as of the ___ day
of
July, 2005.
WHEREAS,
the Company and the Executive are parties to the Salary Continuation Agreement
that provides, among other things, that, before the happening of a Change in
Control, if the Executive ceases to be an employee by reason of Early
Termination or Retirement prior to the Executive’s Normal Retirement Date, the
Executive would receive a monthly benefit commencing at age 65 and payable
for
10 years in the amount determined with reference to the number of years that
have passed after April 14, 2000 and the column on Schedule A labeled "Early
Termination/Retirement Benefit payable at Age 65" or, if such Early Termination
or Retirement prior to Normal Retirement Age should occur after a Change in
Control, the Executive would receive a monthly benefit commencing at his age
65
in the amount determined with reference to the column on Schedule A labeled
"Change in Control Annual Benefit Payable at Age 65";
WHEREAS,
the parties recognize that to the extent the amount payable in connection with
a
Change in Control is greater than the amount payable without regard to a Change
in Control, that amount must be taken into account for purposes of Section
280G
of the Internal Revenue Code of 1986, as amended; and
WHEREAS,
the parties intend by this Amendment to eliminate the increase in the amount
payable upon an Early Termination or retirement prior to Normal Retirement
Age.
NOW,
THEREFORE, in consideration of the premises and intending to be legally bound
hereby, the parties agree as follows:
1.
Defined
Terms.
Initially capitalized words used herein and not otherwise defined shall have
the
meaning ascribed thereto in the Salary Continuation Agreement.
2.
Section
2.4 Deleted in its Entirety.
The
parties agree that Section 2.4 is deleted from the Salary Continuation Agreement
in its entirety. The amount payable to the Executive upon an Early Termination
or Retirement prior to his Normal Retirement Age shall be the amount determined
under Section 2.2 by reference to the number of years that have then passed
since April 14, 2000 and the column headed "Early Termination/Retirement Annual
Benefit Payable at Age 65" on Schedule A whether such Early Termination or
Retirement prior to Normal Retirement Age occurs before or after a Change in
Control.
3.
Change
to Schedule A.
The
column headed "Change of Control Annual Benefit Payable at Age 65" is deleted
in
its entirety from Schedule A.
4.
References
to Change in Control.
All
references to Change in Control, including the definition at Section 1.1 of
the
Salary Continuation Agreement are inoperative from and after the effective
date
of this Amendment.
5.
Company
Acknowledgement.
The
Company acknowledges that the effect of this amendment under the Executive’s
existing Employment Agreement could be to increase the amount of cash payment
payable to the Executive following a change in Control as defined in his
Employment Agreement.
6.
Effectiveness
of Salary Continuation Agreement.
Except
as changed in this Amendment, the Salary Continuation Agreement remains in
full
force and effect in accordance with its terms.
IN
ORDER
TO cause this Amendment to the Salary Continuation Agreement to be effective,
the parties have caused its execution as of the dates indicated.
WESBANCO
BANK, INC.
ATTEST
____________________________ By:
______________________________
Title:
_____________________________
Date:
_____________________________
EXECUTIVE
WITNESS:
_____________________________ _________________________________
Date:
____________________________
