AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of March , 1999, by
and between WESBANCO BANK FAIRMONT, INC., a West Virginia corporation,
hereinafter referred to as "Bank" and XXXXXX X. XXXXXXXXX, hereinafter referred
to as "Employee", and WESBANCO, INC., a West Virginia corporation, hereinafter
referred to as "Wesbanco".
WHEREAS, Employee is serving as an executive officer of a predecessor bank
of the Bank as of the date hereof; and
WITNESSETH THAT: In consideration of the mutual promises and undertakings
hereinafter set forth, the parties hereto agree as follows:
1. OFFER OF EMPLOYMENT. The Bank agrees to, and hereby does, continue the
employment of Employee at Bank in an executive capacity as President and Chief
Executive Officer. In that capacity, Employee shall be answerable to the Board
of Directors of the Bank and such other officers of Wesbanco, the parent company
of the Bank, as the Board of Directors of Wesbanco shall direct. Employee shall
perform such duties, compatible with his employment under the Agreement, as the
Bank, and Wesbanco, from time to time may assign to him.
2. COMPENSATION. As compensation for the performance of the services
specified in Paragraph (1) and the observance of all of the provisions of this
Agreement, the Bank agrees to pay Employee, and Employee agrees to accept, the
following amounts and benefits during his term of employment:
(A) Salary at a rate to be determined by the Board of Directors of the
Bank, with notice to be given to Employee in April of each calendar year,
but in no event shall Employee's salary be less than $150,000.00 per year,
plus any increases granted by the Board of Directors after the date hereof,
and payable in equal biweekly installments; and
(B) Such other miscellaneous benefits and perquisites as the Bank
provides to its executive employees generally.
3. ACCEPTANCE OF EMPLOYMENT. Employee accepts the employment provided
for herein, at the salary set forth above, and agrees to devote his talents and
best efforts to the diligent, faithful, and efficient discharge of the duties of
his employment, and in furtherance of the operations and best interests of Bank,
and observe and abide by all rules and regulations promulgated by Bank for the
guidance and direction of its employees and the conduct of its business,
operations, and activities.
4. TERM OF AGREEMENT. The employment term provided for herein shall
consist of a revolving period of three years, with the initial term beginning on
the 1st day of March, 1999, and ending on the 28th day of February, 2002. The
term of this Agreement shall automatically be extended on each anniversary of
the beginning date of the term hereof for an additional one (1) year term,
unless written notice of termination hereof is given by either party at least
ninety (90) days prior to the anniversary date of the beginning date of this
Agreement. Any such notice of non-renewal shall not affect the continuation of
the term of this Agreement existing at the time of issuance of such notice of
non-renewal.
5. CONFIDENTIALITY. Employee agrees that such information concerning the
business, affairs, and records of Bank as he may acquire in the course of, or as
incident to, his employment hereunder, shall be regarded and treated as being of
a confidential nature, and that he will not disclose any such information to any
person, firm, or corporation, for his own benefit or to the detriment of Bank,
during the term of his employment under this Agreement or at any time following
the termination thereof.
6. MISCELLANEOUS BENEFITS. This Agreement is not intended, and shall not
be deemed to be in lieu of any rights, benefits, and privileges to which
Employee may be entitled as an Employee of Bank under any retirement, pension,
profit sharing, insurance, hospital, bonus, vacation, or other plan or plans
which may now be in effect or which may hereafter be adopted by Bank, it being
understood that Employee shall have the same rights and privileges
to participate in such plans and benefits, as any other employee, during the
period of his employment.
7. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon Bank's successors and assigns, including, without limitation, any
company or corporation which may acquire substantially all of Bank's assets or
business, or with, or into which Bank may be merged or otherwise consolidated.
8. TERMINATION. The Employee's employment hereunder shall terminate upon
the earliest to occur of any one of the following:
(A) The expiration of the initial term of this Agreement, or any
extended term of this Agreement by written notice of termination as
provided in Paragraph 4 hereof; or
(B) By the Bank for cause, after thirty (30) days written notice to
Employee. Cause for purposes of this Agreement shall mean as follows:
(i) An act of dishonesty, willful disloyalty or fraud by the
Employee that the Bank determines is detrimental to the best interests
of the Bank; or
(ii) The Employee's continuing inattention to, neglect of, or
inability to perform, the duties to be performed under this Agreement,
or
(iii) Any other breach of the Employee's covenants contained
herein or of any of the other terms and provisions of this Agreement,
or
(iv) The deliberate and intentional engaging by the Employee in
gross misconduct which is materially and demonstrably injurious to the
Bank.
(C) Employee shall have the right to terminate this Agreement and his
active employment hereunder at any time upon ninety (90) days written
notice to the Bank.
(D) Upon the death of Employee, this Agreement shall automatically
terminate.
9. EFFECT OF TERMINATION. In the event of a termination of this
Agreement, Employee shall be paid the following severance benefits, payable
promptly after the date of termination of his employment, in the following
manner: (A) In the event that this Agreement is terminated by the death of
Employee, this Agreement shall be deemed to have been terminated as of the date
of such death except, however, that Bank shall pay to the surviving spouse of
Employee, or in lieu thereof, to Employee's estate, an amount equal to six
months of the base salary at his then current base rate, provided, however, that
if such death occurs within six months of the normal retirement date as provided
by the Bank's defined benefit pension plan, or after such normal retirement
date, so that a pension distribution or benefit is payable to the surviving
spouse of Employee, such payment shall be reduced to an amount equal to one
month of the base salary at his then current base rate.
(B) In the event that this Agreement is terminated by Employee and
Bank by mutual agreement, then Bank shall pay such severance benefits, if
any, as shall have been agreed upon by Bank and Employee.
(C) In the event that Bank attempts to terminate this Agreement, other
than for cause, death of Employee, or by mutual agreement with Employee, in
addition to any other rights or remedies which Employee may have, Employee
shall receive an amount equal to the greater of (i) six months of base
salary at his then current base rate, or (ii) the base salary
Employee would have received had he continued to be employed pursuant to
this Agreement through the end of the then existing term of employment
hereunder.
(D) In the event Bank terminates this Agreement for cause, no
severance benefits shall be payable hereunder.
10. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement supersedes all
previous agreements between Employee and Bank, except to the extent of the
provisions of Paragraph 11 hereof, and contains the entire understanding and
agreement between the parties with respect to the subject matter hereof, and
cannot be amended, modified, or supplemented in any respect except by a
subsequent written agreement executed by both parties.
11. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of West Virginia.
12. CERTAIN OBLIGATIONS OF WESBANCO. While the parties acknowledge that
certain provisions of this Agreement may be unenforceable in some respects
against the Bank, pursuant to applicable banking law, it is nonetheless the
intention of the parties to create pursuant to this Agreement a valid employment
for a definite term with specified benefits. As an inducement for Employee and
Bank to enter into this Agreement whereby Employee would be employed by Bank for
a definite term, Wesbanco hereby undertakes the independent, separate and
unconditional obligation to Employee to pay all amounts which are or may become
due to Employee under this Agreement as set forth herein, regardless of the
status of the direct or indirect enforceability or validity of Bank's obligation
to pay any or all such amounts as may be due hereunder to Employee; provided,
however, that for purposes of this Paragraph 13, Wesbanco shall be obligated to
the Employee for any bonuses or any increases in base salary in excess of the
rate of $150,000.00 per annum only to the extent that it has consented to such
bonuses or increases. Wesbanco also acknowledges that it may or may not be
entitled to indemnification or contribution from Bank or to be subrogated to the
claim of Employee hereunder for any payments Wesbanco may make to Employee; and
Wesbanco hereby
specifically waives any rights it may otherwise have to indemnification or
contribution from Bank or to be subrogated to the claim of Employee hereunder in
the event that such payments as are made by Wesbanco would be unenforceable or
invalid for any reason against Bank.
13. MISCELLANEOUS. The invalidity or unenforceability of any term or
provision of this Agreement as against any one or more parties hereto, shall not
impair or effect the other provisions hereof or the enforceability of said term
or provision against the other parties hereto, and notwithstanding any such
invalidity or unenforceability, each term or provision hereof shall remain in
full force and effect to the full extent consistent with law.
IN WITNESS WHEREOF, Bank and Wesbanco have caused these presents to be
signed and their corporate seals to be hereto affixed, and Employee has hereto
affixed his signature and seal, at Parkersburg, West Virginia, as of the day and
year first above written.
WESBANCO BANK FAIRMONT, INC.
By /s/ Xxxx X. Xxxxxx, Xx.
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Its Executive Vice President
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(SEAL)
ATTEST:
/s/ E. Xxxx Xxxxxxx
---------------------------------
SECRETARY
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------(SEAL)
XXXXXX X. XXXXXXXXX
WESBANCO, INC.
By /s/ Xxxxxx X. Xxxxxx
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Its President and CEO
-----------------------------------
(SEAL)
ATTEST:
/s/ Xxxx X. Xxxxxxx
---------------------------------
SECRETARY
