Exhibit 10.21
STOCK OPTION AMENDMENT AGREEMENT
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THIS STOCK OPTION AMENDMENT AGREEMENT ("Agreement") is made and
entered into as of the 31st day of May, 2002, by and between WESBANCO, INC.
(the "Company"), a West Virginia corporation, having its principal place of
business in Wheeling, West Virginia, and XXXXXX X. XXXXXX (the "Optionee"),
an employee of the Company or one or more of its subsidiaries.
WHEREAS, the Company and the Optionee heretofore have entered into
three (3) separate stock option agreements providing for the grant or award
of certain options to Optionee to acquire shares of Stock at specific
option prices and for specific option terms, and
WHEREAS, it is anticipated that Optionee will terminate his employment
with the Company on or about June 2, 2002, by reason of his permanent and
total disability, and
WHEREAS, the Company has agreed to provide certain modifications to
the terms and conditions of the various stock option agreements heretofore
executed between the Optionee and the Company in consideration of his years
of service with the Company and the contribution which he has made to the
growth and development of the Company during that period of service.
NOW, THEREFORE, accordingly, intending to be legally bound hereby, the
parties agree as follows:
1. Optionee has been granted options pursuant to the terms and
conditions of three (3) separate agreements, namely, (i) Stock Option
Agreement dated February 13, 1998; (ii) Stock Option Agreement dated April
27, 2000 and (iii) Stock Option Agreement dated April 18, 2001 (hereinafter
collectively referred to as "Option Agreements"). Under the terms of these
three Option Agreements, Optionee has been granted options as therein
provided. A schedule of the options granted under each option agreement
and the Option Term for each such grant is attached hereto as Exhibit A.
2. Capitalized terms used in this Agreement, unless otherwise
defined herein, shall have the meanings given to such terms in the Plan.
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3. Each of the Option Agreements provide, under the terms and
provisions of Article III, that in the event of the termination of the
employment by the Optionee by reason of Disability, 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 addition, each of the Option Agreements
provide in Section 3.2 thereof that in the event of termination of the
employment of the Optionee by reason of Disability, 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 termination of employment, unless such time as
extended by the Committee in its discretion.
4. The Committee has taken action to approve the continuation of the
vesting period provided for in said Option Agreements to the same extent as
if Optionee continued in employment subsequent to his date of termination
by reason of his disability, thereby permitting Optionee to continue to
vest under said Options as if he continued employment with the Company.
Additionally, the Committee has exercised its discretion to extend the
period within which Optionee might exercise the Options to which he will
become vested under the Option Agreements to the full Option Term as that
term is defined in each of the separate Option Agreements, thereby
extending to Optionee the ability to exercise the Options as if the
Optionee continued in employment during the entire Option Term. The
parties hereto acknowledge and confirm the action of the Committee and
consent thereto.
5. Each of the parties hereby agree and acknowledge that the
foregoing Agreement shall constitute an amendment or modification to each
of the Option Agreements in accordance with the provisions hereof.
WITNESS the following signatures:
WESBANCO, INC.
By /s/ Xxxx X. Xxxxx
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Its Vice President
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/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX, Optionee
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EXHIBIT A
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WESBANCO, INC.
SUMMARY OF STOCK OPTIONS AS OF MAY 31, 2002
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1998 PLAN 2000 PLAN 2001 PLAN TOTALS
----------- -------------------- --------------- -------------------
Performance Performance Grants Grants Grants Grants Not
Xxxxx Xxxxx Not Yet Grants Not Earned/ Earned/
NAME Earned Earned Earned Vested Vested Vested Vested
------ ------------ -------------------- ---------------- -------------------
XXXXXX 4,444 3,334 1,666 1,375 2,750 9,153 4,416
1998 Plan - Grants were based upon performance. The option price is $29.50.
Expiration date option is 02/12/2008.
2000 Plan - Grants were based upon performance. The option price is $22.00.
Expiration date of options is 04/26/2010.
2001 Plan - Grants vest beginning 12/31/2001 over a three-year time period.
The option price is $20.74. Expiration date of options is 0
4/18/2011.
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