WESBANCO, INC. KEY EXECUTIVE INCENTIVE BONUS & OPTION PLAN
EXHIBIT 10.1
WESBANCO,
INC.
KEY
EXECUTIVE
INCENTIVE
BONUS & OPTION PLAN
_______________________
(Employee)
THIS
STOCK OPTION AGREEMENT (this
"Agreement") is made and entered into as of the date shown on the cover page
(the "Grant Date") by and between WESBANCO,
INC.
(the
"Company"), a West Virginia corporation having its principal place of business
in Wheeling, West Virginia, and _____________________ (the
"Optionee"), an employee of the Company or one or more of its
Subsidiaries.
WHEREAS, the
Company desires to have the Optionee serve as an employee of the Company or its
Subsidiary and to provide the Optionee with an incentive to put forth maximum
effort for the success of the business;
WHEREAS, the
Company has adopted the Wesbanco, Inc. Key Executive Incentive Bonus &
Option Plan (the "Plan") to attract and retain highly competent employees and to
provide an incentive in motivating selected employees to achieve long-term
corporate objectives. Capitalized terms used in this Agreement, unless otherwise
defined herein, shall have the meanings given to such terms in the Plan;
and
WHEREAS, this
Agreement sets forth the terms and conditions applicable to options to purchase
shares of Stock granted the Optionee under the Plan as of ___________(the "Grant
Date").
NOW,
THEREFORE,
accordingly, intending to be legally bound hereby, the parties agree as
follows:
ARTICLE
I
Grant
of Options
1.1 Subject
to the terms and conditions of this Agreement, the Company hereby grants to the
Optionee as of the Grant Date the right and option to purchase from the Company
up to, but not exceeding in the aggregate, _____ shares of Stock, at an option
price of $_____ per share (the "Options"), and for the period beginning on the
Grant Date and ending at the close of business on ___________ (the "Option
Term").
1.2 The
Options are intended to be nonqualified stock options. The options evidenced
hereby are not subject to the requirements or federal income tax treatment
described in Section 422 of the Internal Revenue Code of 1986, as
amended.
ARTICLE
II
Vesting,
Exercise and Tax Withholding
2.1 Unless
sooner vested or terminated pursuant to this Agreement, the Options granted to
the Optionee hereunder shall vest in accordance with the following
schedule:
The
Committee, within its discretion and under such terms as it may deem
appropriate, may permit the Optionee, if he terminates by reason of Retirement
and that Retirement is with the consent of the Board, to become fully vested or
to continue to become vested in the Options during the two year period following
his retirement. On and after the date Options have vested, they may be
exercised, in whole or in part, at any time and from time to time during the
Option Term, subject to earlier termination in accordance with Article III. Upon
the termination of any of the Options pursuant to Article III, the Options so
terminated shall cease to be exercisable and the Optionee shall have no further
rights under this Agreement with respect to the Options so
terminated.
2.2 If a
Change of Control (Capitalized terms not herein defined shall be as defined in
the Plan adopted February 13, 1998) occurs at a time when there remain any
Options that have not previously been vested or terminated in accordance with
this Agreement, all of those unvested Options shall vest and become fully
exercisable on the date of the Change of Control.
2.3 The
Committee, in its sole discretion, shall have the right (but shall not in any
case be obligated), exercisable at any time after the Grant Date, to vest the
Options, in whole or in part, prior to the time the Options would otherwise vest
under the terms of this Agreement.
2.4 Vested
Options shall be exercised by the Optionee by delivering to the Company a Notice
in the form set forth as Exhibit A hereto, together with a check payable to the
order of the Company and/or shares of Stock that have been held by the Optionee
for at least six months prior to the date of exercise, with a stock power
executed in blank, equal in value to the option price of the shares being
purchased. Shares of Stock surrendered in exercise of the Option shall be valued
at their Fair Market Value on the date of exercise. If the Stock is publicly
traded at the time of any exercise, payment of the exercise price may also be
made in accordance with a "cashless" exercise program, if established by the
Company, under which, if so instructed by the Optionee and if in the opinion of
the Company, such åcashlessæ exercise would not violate any applicable law, the
Company would issue Stock directly to the Optionee's broker or dealer upon
receipt of an irrevocable written notice of exercise from the Optionee
specifying that shares subject to the Options are to be applied in payment of
the exercise price for Options.
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2.5 In the
event the Company determines in good faith that the Company must withhold tax
with respect to an exercise of options hereunder, the Company shall notify the
Optionee of the amount of withholding tax or other tax, if any, that must be
paid under federal and, where applicable, state and local law in connection with
the exercise of the Options or the sale of shares of Stock subject to the
Options. The Optionee shall have the right to elect to meet his withholding
requirement (i) by having withheld from the Options at the time of exercise that
number of shares of Stock, rounded up to the next whole share, whose Fair Market
Value is equal to the amount of withholding taxes due, (ii) by direct payment to
the Company in cash of the amount of any taxes required to be withheld with
respect to such exercise or (iii) by a combination of shares and
cash.
2.6 Prior to
delivery of any certificate representing Shares acquired under this Stock Option
Agreement and as a further condition to any exercise of Options evidenced
hereby, the Optionee shall execute and agrees to be bound by any agreement then
in effect among the shareholders of the Company dealing with rights and
liabilities of shareholders of the Company and/or the disposition or voting of
Shares.
ARTICLE
III
Termination
of Employment
3.1 In event
of the termination of employment of the Optionee by the Optionee for any reason
other than death, Disability, Retirement or by the Company (i) prior to the
occurrence of a Change in Control for reasons other than Cause or (ii) after the
occurrence of a Change in Control for any reason (as such initially capitalized
terms are defined in the Plan), (i) any Options that were not vested prior to
the date of such termination of employment shall terminate on such date and (ii)
any Options that were vested prior to the date of such termination of employment
(and which were not previously exercised) shall terminate on the ninetieth
(90th) day following the date of such termination of employment or the last day
of the Option Term, whichever is earlier.
3.2 In the
event of the termination of the employment of the Optionee by reason of death,
Disability or Retirement, those unexercised Options that were not vested prior
to the date of such termination of employment, except as may otherwise be
permitted by the Committee at the time of termination of employment, shall be
forfeited and shall not become vested at any time thereafter. In the event of
termination of employment for reasons of Disability or Retirement, those
unexercised Options which were vested on the date of termination shall be
exercisable at any time, at the election of the Optionee, up until and including
the second anniversary of such termination of employment, unless such time is
extended by the Committee in its discretion. In the event of termination of
employment for reasons of death, those unexercised Options which were vested as
of the date of termination shall be exercisable at any time, at the election of
the Beneficiary, up until and including the first anniversary of the date of the
Optionee's death, unless such time is extended by the Committee in its
discretion.
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3.3 In the
event the Company or any of its direct or indirect Subsidiaries terminates the
Optionee's employment for Cause prior to the occurrence of a Change in Control,
all then unexercised Options, whether or not then vested, and regardless of
whether the Optionee shall have attempted to exercise those Options on or prior
to the date of such termination, shall immediately become void and unexercisable
and shall terminate immediately upon such termination of employment.
3.4 In the
event of termination of employment, the Company, in its sole discretion, shall
have the right (but shall not in any case be obligated), exercisable on or at
any time after the Date of Grant, to permit the Options to be exercised, in
whole or in part, after its expiration date described in Section 3.1 or
Section 3.2, but not after the expiration of the Option Term.
ARTICLE
IV
Miscellaneous
4.1 The
number and kind of shares subject to the Options and the exercise price of the
Options shall be appropriately adjusted to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other change
in capitalization with a similar substantive effect upon the Options. The
Committee shall have the power and sole discretion to determine the nature and
amount of the adjustment to be made in each case.
4.2 After any
merger, consolidation or similar transaction in which the Company is the
surviving corporation, the Optionee shall, at no additional cost, be entitled
upon any exercise of the Options to receive (subject to any required action by
shareholders), in lieu of the number of shares of Stock receivable pursuant to
such exercise, the number and class of shares or other securities to which the
Optionee would have been entitled pursuant to the terms of the merger,
consolidation or similar transaction if, at the time of such transaction,
Optionee had been the holder of record of a number of shares equal to the number
of shares receivable pursuant to such exercise. Comparable rights shall accrue
to the Optionee in the event of successive transactions of the character
described above. In the event of a merger in which the Company is not the
surviving corporation, the surviving, continuing, successor, or purchasing
corporation, as the case may be (the "Acquiring Corporation"), shall either
assume the Company's rights and obligations under the Options or substitute
awards in respect of the Acquiring Corporation's stock for such outstanding
Options. In the event the Acquiring Corporation elects not to assume or
substitute for such outstanding Options, the Board shall provide that any
unvested portion of the outstanding Options that has not previously been
terminated shall be immediately vested as of a date prior to such merger,
consolidation or similar transaction. The exercise that was permissible solely
by reason of this Section 4.2 shall be conditioned upon the consummation of the
merger, consolidation or similar transaction. Any Options that are neither
assumed by the Acquiring Corporation nor exercised as of the date of the merger,
consolidation or similar transaction shall terminate effective as of the
effective date of the transaction.
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4.3 Nothing
contained in this Agreement shall be deemed to confer upon the Optionee, in his
capacity as a holder of Options, any right to prevent or to approve or vote upon
any of the corporate actions described in these Sections 4.1 and 4.2. The
existence of the Options granted hereunder shall not affect in any way the right
or the power of the Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Stock or the rights thereof, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
4.4 Whenever
the term "the Optionee" is used in any provision of this Agreement under
circumstances where the provision should logically be construed to apply to the
executors, the administrators, or the person or persons to whom Options may be
transferred by will or by the laws of descent and distribution, the term "the
Optionee" shall be deemed to include such person or persons.
4.5 The
Options granted hereunder are not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and are exercisable during the
Optionee's lifetime only by him or her. No assignment or transfer of the Options
granted hereunder, or of the rights represented thereby, whether voluntary or
involuntary, by the operation of law or otherwise (except by will or the laws of
descent and distribution), shall vest in the assignee or transferee any interest
or right herein whatsoever, but immediately upon any such assignment or transfer
the Options shall terminate and become of no further effect.
4.6 The
Optionee shall not be deemed for any purpose to be a stockholder of the Company
in respect of any shares as to which the Options shall not have been exercised
as herein provided.
4.7 Nothing
in this Agreement shall confer upon the Optionee any right to continue in the
employ of the Company or shall affect the right of the Company or its
Subsidiaries to terminate the employment of the Optionee, with or without
cause.
4.8 Nothing
in this Agreement or otherwise shall obligate the Company to vest any of the
Options, to permit the Options to be exercised other than in accordance with the
terms hereof or to grant any waivers of the terms of this Agreement, regardless
of what actions the Company, the Board or the Committee may take or waivers the
Company, the Board or the Committee may grant under the terms of or with respect
to any options now or hereafter granted to any other person or any other Options
granted to the Optionee.
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4.9 Notwithstanding
any other provision hereof, the Optionee shall not exercise the Options granted
hereunder, and the Company shall not be obligated to issue any shares to the
Optionee hereunder, if the exercise thereof or the issuance of such shares would
constitute a violation by the Optionee or the Company of any provision of any
law or regulation of any governmental authority, the terms of any credit
agreement or other financing agreement to which the Company is then a party or
by which it is bound. Any determination in this connection by the Company shall
be final and binding. The Company shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933 (as the same shall be in
effect from time to time) or any then applicable state security law or
regulation or to take any other affirmative action in order to cause the
exercise of the Options or the issuance of shares pursuant thereto to comply
with any law or regulation of any governmental authority.
4.10 No
amounts of income received by the Optionee pursuant to this Agreement shall be
considered compensation for purposes of any pension or retirement plan,
insurance plan or any other employee benefit plan of the Company unless
otherwise provided in such plan.
4.11 Every
notice or other communication relating to this Agreement shall be in writing and
shall be mailed to or delivered to the party for whom it is intended at the
address shown below or such address as may from time to time be designated by
one party in a notice mailed or delivered to the other party as herein
provided:
If
to the Optionee:
_________________
_________________
_________________
If
to the Company:
Wesbanco,
Inc.
0 Xxxx
Xxxxx
Xxxxxxxx,
XX 00000
Attention:
Secretary of the Board
4.12 This
Agreement shall be governed by the laws of the State of West Virginia applicable
to agreements made and performed wholly within the State of West Virginia,
without regard to that State's principles of conflicts of laws.
4.13 As used
in this Agreement, unless the context otherwise requires (i) references to
"Articles" or "Sections" are to articles or sections of this Agreement, (ii)
"hereof", "herein", "hereunder" and comparable terms refer to this Agreement in
its entirety and not to any particular part of this Agreement, (iii) references
to any gender include references to all genders, (iv) "including" means
including without limitation, and (v) headings of the various articles and
sections are for convenience of reference only.
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4.14 This
Agreement sets forth a complete understanding between the parties with respect
to its subject matter and supersedes all prior and contemporaneous agreements
and understandings with respect thereto. Except as expressly set forth in this
Agreement, the Company makes no representations, warranties or covenants to the
Optionee with respect to this Agreement or its subject matter, including with
respect to the current or future value of the shares subject to the Options. Any
modification, amendment or waiver to this Agreement will be effective only if it
is in writing signed by the Company and the Optionee. The failure of any party
to enforce at any time any provision of this Agreement shall not be construed to
be a waiver of that or any other provision of this Agreement.
IN
WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.
WESBANCO,
INC.
By:___________________________
Title:__________________________
OPTIONEE:
_______________________________
[NAME]
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EXHIBIT
A
EXERCISE
OF STOCK OPTION
Pursuant
to the provisions of the Stock Option Agreement entered into as of
____________between WESBANCO,
INC. (the
"Company") and, ________________________, I
hereby exercise the incentive stock option granted under the terms of the
Agreement to the extent of _____ shares of the Stock of the Company. I deliver
to the Company herewith the following in payment for the shares:
§ $_________ in cash
§ Stock
certificates for ________ shares of Stock held for at least six months
Date:
______________________ ______________________________
Optionee
____________________
____________________
Address
____________________
Soc. Sec.
No.
