AGREEMENT
Exhibit 10.5
THIS AGREEMENT, made and entered into this 19th day of July, 2007, by and between
OAK HILL BANKS, hereinafter referred to as “Bank” and MILES X. XXXXXXXXXX, 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 the Bank as of the date hereof, and is
a participant in the Oak Hill Financial, Inc. Key Executive Change in Control Plan (the “Plan”)
which the parties mutually agree will be terminated as of the Effective Date of the merger of Oak
Hill Financial, Inc. (“Oak Hill”) with and into Wesbanco upon payment by Wesbanco of the change in
control compensation provided under Section 5 thereof which the parties agree shall be in the
amount of One Hundred Sixty Thousand Dollars ($160,000), payable in a lump sum on the effective
date of the merger (the “Change in Control Payment”) notwithstanding the continued employment of
Employer, and
WHEREAS, the Bank wishes to assure itself of the Employee’s full time employment and
continuing services in an executive capacity.
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. 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 One Hundred Sixty Thousand Dollars
($160,000.00) 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
term of one (1) year, with the initial term beginning on the Effective Date of the
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merger of Oak Hill with and into Wesbanco and ending on the first anniversary thereof. The term of
this Agreement shall automatically be extended on each anniversary of the beginning date of the
term hereof for an additional one year, thereby creating a new 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.
5. CONFIDENTIALITY. Employee agrees that such information concerning the business,
affairs, and records of Bank, Wesbanco or any affiliate thereof 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, Wesbanco or any affiliate thereof,
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.
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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 (as defined below) or other than for cause,
after thirty (30) days written notice to Employee, provided that such
termination may be immediate upon notice in the case of a termination by the
Bank for cause. 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, Wesbanco or
any affiliate thereof; or
(ii) The Employee’s continuing inattention to,
neglect of, or inability to perform (other than as a result of
the Employee’s disability, as determined by the Bank, 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
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demonstrably injurious to the Bank, Wesbanco or any
affiliate thereof.
(C) Employee shall have the right to terminate this Agreement and his active
employment hereunder at any time after the expiration of the initial one (1) year
term of this Agreement 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 defined in the
Wesbanco, Inc. KSOP, or after such Normal Retirement Date, so that a plan 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.
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(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 be 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 throughout the end of the then existing
one-year term of employment hereunder.
(D) In the event Bank terminates this Agreement for cause or the Employee
terminates this Agreement, no severance benefits shall be payable hereunder.
10. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement supersedes all previous agreements
between Employee and Bank, except as otherwise specifically provided herein, 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 the parties hereto.
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
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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 (subject to early termination as
provided herein) with specified benefits. As an inducement for Employee and Bank to enter into this
Agreement, 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 12, Wesbanco shall be obligated to the Employee for
any bonuses or any increases in base salary in excess of the rate of One Hundred Sixty Thousand
Dollars ($160,000.00) 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. OBLIGATIONS OF THE EMPLOYEE UPON TERMINATION. As a condition of and
prior to receiving any benefits upon termination of this Agreement, the Employee will be
required to enter an agreement with Wesbanco, the form of which will be approved by Wesbanco,
under which the Employee will agree to the following:
(A) To reasonably assist Wesbanco with any transition issues that
arises from the Employee’s termination of employment;
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(B) Not to use or disclose proprietary or confidential information of
Wesbanco or any affiliate thereof, including customer and clients lists, financial
systems, personnel information and other information as reasonably determined by
Wesbanco;
(C) Not to make statements, give interviews, write books, articles or other
publications related to Wesbanco or its management, customers or employees without
prior written consent of Wesbanco;
(D) To reasonably cooperate with Wesbanco and its attorneys with respect
to any investigation or litigation of which the Employee has knowledge; and
(E) To provide Wesbanco with a release of claims against Wesbanco, its
affiliates, officers, directors and assigns for matters related to the Employee’s
employment with Wesbanco or Bank.
14. REIMBURSEMENT OBLIGATION. The parties acknowledge and agree that a Change in
Control Payment will be made to Employee upon the effective date of the merger of Oak Hill with and
into Wesbanco notwithstanding the continued employment of Employee and notwithstanding the dual
trigger provisions of the Plan. In consideration of such payment, Employee agrees to continue his
employment with Bank for the initial one (1) year term hereof and in the event Employee voluntarily
terminates his employment during such one (1) year term or is otherwise discharged for cause as
defined in said Plan during the one (1) year term, then Employee shall reimburse Wesbanco any and
all Change in Control Payments received by Employee by reason of the merger (including any
applicable withholding taxes withheld from such Change in Control Payment). In the event the
parties hereto mutually agree to terminate
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such employment prior to the expiration of said one (1) year term, the parties agree that no
reimbursement will be required hereunder.
15. TERMINATION OF OAK HILL PLAN. Conditioned upon consummation of the merger by and
between Wesbanco and Oak Hill, the parties agree to the termination, as of the Effective Date of
the Merger, as those terms are defined in the Agreement and Plan of Merger dated the 19th day of
July, 2007, by and between such parties and their named subsidiaries, of the Plan subject to
receipt by Employee of the Change of Control Payment provided under Paragraph 5 thereof, except to
the extent that any such benefit is provided under this Agreement or to which Employee would be
entitled to receive as a continuing employee of Employer.
16. 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 signature and seal, at
Cincinnati, Ohio, as of the day and year first above written.
| OAK HILL BANKS | ||||||
| By | /s/ R. E. Xxxxxxx, Jr. | |||||
| Its President and CEO | ||||||
(SEAL)
ATTEST:
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| ATTEST: | ||||
| Secretary | ||||
| /s/ Miles X. Xxxxxxxxxx | (SEAL) | |||||||
| MILES X. XXXXXXXXXX | ||||||||
| WESBANCO, INC. | ||||||||
| By | /s/ Xxxx X. Xxxxxxx | |||||||
| Its | President and Chief Executive Officer | |||||||
(SEAL)
| ATTEST: | ||||
| /s/ Xxxxx Xxxxxxx | ||||
| Assistant Secretary | ||||
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