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EXHIBIT 10.5
FIRST AMENDMENT TO EMPLOYMENT CONTINUITY AGREEMENT
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THIS AGREEMENT, made this 1st day of June, 1999, by and between CBI
HOLDING COMPANY, a West Virginia corporation (hereinafter referred to as
"Company"), party of the first part, and XXXXXXX X. XXXXXXX, XX. (hereinafter
referred to as "Executive"), party of the second part.
WHEREAS, Commercial Bancshares, Incorporated, the predecessor corporation
to the Company, and the Executive heretofore entered into an Employment
Continuity Agreement dated November 1, 1996 ("Employment Continuity
Agreement"), and
WHEREAS, the Company succeeded to the obligations of Commercial
Bancshares, Incorporated, under the terms of said Employment Continuity
Agreement by merger on March 31, 1998, which triggered the Change in Control
provisions of said Employment Continuity Agreement thereby extending the term
of said Agreement for a period of thirty-six (36) months from March 31, 1998,
and
WHEREAS, the Company and the Executive desire to make certain mutually
agreeable changes to the Employment Continuity Agreement whereby the Executive
will reduce his normal work week to 3-1/2 days, running Monday through
Thursday at noon and in return for such reduced work week, his base
compensation shall be reduced from Two Hundred Twenty Thousand Dollars
($220,000.00) to One Hundred Fifty Thousand Dollars ($150,000.00) and the
term of the Agreement will be extended for an additional year to expire on
March 31, 2002.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That for and in consideration
of the mutual covenants and conditions hereinafter contained, the parties
hereto, intending to be legally bound hereby, agree as follows:
1. Paragraphs 2(a) and 3(a) of said Employment Continuity Agreement are
hereby modified and amended to provide that notwithstanding the terms of said
agreement, the Executive's normal work week shall consist of a 3-1/2 day work
week, running from Monday through approximately noon on Thursday of each week.
The Executive understands and acknowledges, however, that it may be necessary,
from time to time, to perform services on days and times outside the normal
work week when necessary to meet customer needs or carry out the
responsibilities of the Executive to the Company in serving as an Executive
Officer of the Company.
2. Paragraph 2(h) and Paragraph 3(b) of said agreement are hereby
amended to provide that in consideration for the reduction in the normal work
week, the Executive's annual compensation shall be reduced from Two Hundred
Twenty Thousand Dollars ($220,000.00) to One Hundred Fifty Thousand Dollars
($150,000.00), annually, effective as of June 1, 1999.
3. Paragraph 12 of said agreement is hereby amended to extend the term
thereof for an additional twelve (12) months so that the agreement will
extend for a period of forty-eight (48) months from March 31, 1998. The
parties further acknowledge and agree that the Employment Continuity
Agreement shall thereupon terminate on March 31, 2002, without further
notice or election by either party to the other.
4. In all other respects, the terms and conditions of said Employment
Continuity Agreement are hereby ratified, confirmed and continued in full
force and effect.
CBI HOLDING COMPANY
By /s/ Xxxxxx X. Xxxxxx
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Its President
/s/ Xxxxxxx X. Xxxxxxx Xx.
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XXXXXXX X. XXXXXXX
