EXHIBIT 10.10
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SECOND AMENDED CONSULTING AGREEMENT
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THIS AGREEMENT, made this 26th day of February, 2002, by
and between WESBANCO, INC., a West Virginia corporation, party
of the first part (hereinafter called "Wesbanco"), and XXXXXX X.
XxXXXXX, of Wheeling, Ohio County, West Virginia, party of the
second part (hereinafter called "Consultant").
WHEREAS, the Consultant has heretofore served as the Chief
Executive Officer of American Bancorporation ("American") for a
significant number of years and in that capacity has established
significant contacts and relationships with customers of
American and its subsidiaries, as well as with banking
institutions in markets served by American and Wesbanco, and
WHEREAS, American and Wesbanco have executed an Agreement
and Plan of Merger dated the 22nd day of February, 2001,
providing for the acquisition of American by Wesbanco and the
merger of American's operating subsidiaries with and into
existing entities of Wesbanco, as amended by First Amendment
Agreement dated November 5, 2001, and
WHEREAS, Consultant will retire as an executive officer as
of the date of such merger but will be appointed to the Board of
Directors of Wesbanco and will be appointed to serve on the
Executive Committee of Wesbanco to serve until December 31,
2002, and
WHEREAS, Wesbanco desires to retain the services of
Consultant after his retirement as an executive officer, as
hereinafter set forth, and in connection with the continuing
activities of Wesbanco, to be assured of his services on the terms
and conditions hereinafter set forth, and
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WHEREAS, Consultant is willing to provide such services in
accordance with the terms and conditions of this Agreement, and
WHEREAS, the parties hereto executed earlier versions of
this Agreement dated February 22, 2001, and November 30,
2001,which they hereby revoke and substitute the following
therefore.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That for and in
consideration of the mutual promises and covenants hereinafter
contained, the parties hereto do hereby agree as follows:
1. CONSULTING RELATIONSHIP. Wesbanco hereby retains
Consultant to render services (as hereinafter defined) as may be
requested from time to time by the Board of Directors, Executive
Committee or President of Wesbanco. Consultant hereby agrees to
render such services for the compensation herein provided,
agrees to be available at such times and in such places as are
mutually agreeable and with reasonable notice, and agrees to
give his best efforts to such services so long as they shall be
required hereunder.
2. COMPENSATION. Subject to the terms of this Agreement,
Consultant shall be paid for services rendered in accordance
with the following schedule:
A. the sum of Eight Thousand Five Hundred
Dollars ($8,500.00) per month beginning April 1,
2002, and continuing each month thereafter
up to and including March 1, 2003;
B. the sum of Eight Thousand Dollars ($8,000.00)
per month beginning April 1, 2003, and
continuing each month thereafter up to and
including March 1, 2004;
C. the sum of Seven Thousand Five Hundred
Dollars ($7,500.00) per month beginning April 1,
2004, and continuing each month thereafter
up to and including March 1, 2005;
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D. the sum of Seven Thousand Dollars ($7,000.00)
per month beginning April 1, 2005, and
continuing each month thereafter up to and
including March 1, 2006;
E. the sum of Six Thousand Five Hundred Dollars
($6,500.00) per month beginning April 1,
2006, and continuing each month thereafter up
to and including March 1, 2007; and
F. the sum of Six Thousand Dollars ($6,000.00)
per month beginning April 1, 2007, and
continuing each month thereafter up to and
including March 1, 2008.
payable monthly throughout the term of this Agreement. In
addition, Consultant shall be entitled to be reimbursed his
reasonable and necessary business expenses incurred in
connection with the services to be performed hereunder.
Consultant shall also be paid additional attendance fees as a
member of the Board of Directors of Wesbanco for meetings
attended in accordance with the policies for payment of
Directors' fees by such corporation. No quarterly retainer fee
shall be paid to Consultant as a member of the Board of
Directors.
3. TERM. The term of this Consulting Agreement shall be
for the term of six (6) years from and after the date of the
merger, and shall terminate on the sixth anniversary thereof.
In the event Consultant should die prior to the expiration of
the term of this Agreement, Wesbanco shall provide a carve out
of the existing American Bancorporation BOLI Plan with Southland
Life Insurance Company to provide a lump sum payment equal to
the then present value of the balance of the payments provided
in Paragraph 2.
4. SERVICES. The services to be provided by Consultant
hereunder shall consist of such advice and services as may be
requested from time to time by the Board of Directors, Executive
Committee or President of Wesbanco in connection with the
present and future corporate activities of Wesbanco. It is
anticipated that Consultant shall assist Wesbanco and its
management in maintaining the key customer relationships
Consultant established while serving
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as the CEO of American, and that Consultant shall assist Wesbanco
in pursuing merger and acquisition candidates for expansion purposes.
5. NONCOMPETITION. Without the prior written consent of
Wesbanco, Consultant will not, during the term of this
Consulting Agreement, directly or indirectly, (i) engage in, or
be employed in an executive capacity by or render executive,
consulting or other services to any person, firm, corporation or
association engaged in the banking business in the States of
West Virginia or Ohio or within a radius of fifty (50) miles of
the City of Wheeling, or (ii) render any services or give any
advice similar to the services required to be rendered by
Consultant to Wesbanco hereunder, or (iii) solicit any current
or future employees of Wesbanco by, or on behalf of, a firm or
organization described in subsection (i) above.
6. CONFIDENTIAL INFORMATION. Without the prior written
consent of Wesbanco, Consultant shall not, directly or
indirectly, divulge to any person, or use for his own benefit,
any confidential information concerning the business, affairs,
customers or acquisition candidates of Wesbanco, acquired by him
during his previous employment with American or during the
performance of his duties hereunder, it being the intent of
Wesbanco and Consultant to restrict Consultant from
disseminating or using any information which is unpublished and
not readily available to the general public.
7. DELEGATION OF DUTIES, ASSIGNMENT OF RIGHTS, AND
AMENDMENT. Consultant may not delegate the performance of any
of his obligations or duties except as to such duties as may be
performed by employees of the holding company or its affiliate
banks in the ordinary course of their duties, nor assign any
rights hereunder without the prior written consent of Wesbanco.
Any such purported delegation or assignment in the absence
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of such written consent shall be void. This Consulting Agreement
cannot be altered or otherwise amended except pursuant to an
instrument in writing signed by each of the parties hereto.
8. GOVERNING LAW AND ENTIRE AGREEMENT. This Consulting
Agreement shall be construed and governed in accordance with the
laws of the State of West Virginia, contains the entire
agreement between the parties with respect to the services
contemplated herein, and supercedes all previous commitments in
writing between the parties hereto.
9. INSURANCE. Consultant shall be entitled to such
insurance benefits from Wesbanco as are provided to retirees of
said corporation in accordance with the personnel policies of
Wesbanco. In addition, Wesbanco shall, to the extent such
coverage can be provided, maintain health insurance coverage for
Consultant upon the same terms and conditions as that currently
provided for other retirees of Wesbanco, and as may be amended,
from time to time.
10. MEMBERSHIP ON THE BOARD OF DIRECTORS. In connection
with the Consultant's continuing service to Wesbanco, Consultant
shall be appointed to a position as a member of the Board of
Directors of Wesbanco to serve until December 31, 2002.
Consultant shall also serve as a member of the Planning and
Acquisitions Committee of Wesbanco during his term on the Board
of Directors. Upon termination of his term as a director,
Consultant shall be elected as an emeritus director and shall
continue as an emeritus director for the full term of five (5)
years as permitted under the Bylaws of Wesbanco. As such
emeritus director, Consultant shall be paid a monthly fee of
Five Hundred Dollars ($500.00) per month without an attendance
requirement therefore. No attendance fees shall be paid to
Consultant while serving as an emeritus director.
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11. INDEPENDENT CONTRACTOR. It is the intention of the
parties hereto that Consultant shall perform services hereunder
as an independent contractor and the consulting arrangement
hereunder shall not constitute an employment relationship, nor
shall Consultant be considered an employee of Wesbanco for any
purpose.
12. TERMINATION. In the event of the death or permanent
disability of Consultant during the term of this Agreement, this
Agreement shall terminate and be of no further force and effect.
Permanent disability shall mean the inability of Consultant to
provide services hereunder for a continuing period of twelve
(12) consecutive months, whereupon this Agreement shall
terminate.
WITNESS the following signatures:
WESBANCO, INC.
By /s/ Xxxx X. Xxxxxxx
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Its President
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/s/ Xxxxxx X. XxXxxxx
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XXXXXX X. XxXXXXX
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