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EXHIBIT 10.3
Employment Contract dated January 1, 1999 between First West
Virginia Bancorp, Inc. and Xxxxxxx X. Xxxxxx
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EMPLOYMENT AGREEMENT
THIS AGREEMENT made in duplicate on this 1st day of January, 1999
between FIRST WEST VIRGINIA BANCORP, INC., a West Virginia corporation,
(Bancorp), and XXXXXXX X. XXXXXX, (Executive).
W I T N E S S E T H :
WHEREAS, Bancorp is desirous of employing Executive in the capacity
hereinafter stated, and Executive is desirous of entering into the employ of
Bancorp and its subsidiaries in such capacity, for the period and on the terms
and conditions set forth herein:
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and conditions herein contained, the parties hereto, intending to be
legally bound, do hereby agree as follows:
1. EMPLOYMENT
Bancorp does hereby employ Executive as its Senior Vice President
and Treasurer and Executive does hereby accept the employment as
Senior Vice President and Treasurer of Bancorp upon the
terms herein set forth.
Executive shall exercise (subject to the control of the Board of
Directors and Stockholders) a general supervision of the affairs
of Bancorp and its subsidiaries and shall devote her
full business time and attention to the business and affairs of
Bancorp and its subsidiaries and use her best efforts to promote
the interests of Bancorp and/or its subsidiaries.
Executive shall discharge her duties faithfully and to the best
of her ability, and generally shall perform all duties incident to
the office or offices, and such other duties as may be assigned to
her by the Board of Directors.
Executive shall hold such other office of offices in Bancorp or its
subsidiaries as the Board of Directors may elect or appoint her to
and perform the duties of such offices.
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2. TERM
Executive's employment hereunder shall be effective from and
after the date hereof and shall continue for three (3) years
hereafter, unless earlier terminated as provided herein.
3. COMPENSATION
In consideration for all services to be rendered by Executive
to Bancorp and any of its subsidiaries:
(a) Bancorp shall cause to be paid to Executive a salary of
no less than $60,496.00 per annum for a period of three
years commencing on the date hereof, payable in
equal monthly installments. Prior to the first and
second anniversaries hereof, the Board of Directors shall
review Executive's salary and make such adjustments
in the rate thereof as it shall deem appropriate. All
references herein to compensation to be paid to Executive
are to the gross amounts thereof which are due hereunder.
Bancorp shall cause to be deducted therefrom all taxes which
may be required to be deducted or withheld under any
provision of the law (including but not limited to Social
Security payments and income tax withholding) now in effect
or which may become effective anytime during the term of this
Agreement. Executive may participate in any health (including
medical and major medical insurance), accident and disability
insurance programs which Bancorp may maintain for the benefit
of Bancorp executive employees.
4. TERMINATION
The term of this Agreement is three (3) years as above provided.
In the event of termination of the employment of Executive by
Bancorp for any reason other than a cause defined below, Executive
shall be entitled to the full compensation provided by this
Agreement. In the event of voluntary termination by the Executive,
her compensation shall cease on the effective date of such
termination. As used herein, the term "cause" shall
mean:
(a) A willful and intentional act of Executive intended to inure
or having the effect of injuring the reputation, business or
business relationship of Bancorp;
(b) Any breach of any covenant contained in this Agreement by
Executive;
(c) Repeated or continuous failure, neglect or refusal to
perform by Executive of her duties hereunder;
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(d) Commission by Executive of any act or any failure by
Executive to act involving serious criminal conduct or
moral turpitude or which reflects materially and adversely
on Bancorp.
5. CHANGE OF CONTROL OR DUTIES
If Executive terminates her employment following a Change of
Control or a Change of Duties, or if she terminates her
employment following both a Change of Control and a Change
of Duties, she shall be entitled to receive certain severance
benefits,.
A Change of Duties is defined as:
(a) Any assignment of the Executive to any duties other than
those specified in this Agreement;
(b) Removal, without cause, of Executive from any position
specified in this Agreement;
(c) A reduction in her compensation or fringe benefits; or
(d) A change in the location of her employment without her
consent following a Change of Control.
A Change of Control is defined as:
(a) The acquisition by any person or group outside the
present Directors and their beneficial ownership of
twenty percent (20%) or more of the stock of Bancorp
subsequent to the date of this Agreement;
(b) The approval of Bancorp of an agreement for the merger
of Bancorp into another corporation not controlled by
Bancorp;
(c) The entry by Bancorp into an Agreement for the sale of
substantially all of the assets of Bancorp to a Third
party; or
(d) The approval by stockholders of a plan of liquidation
of Bancorp.
In such event, Executive shall be entitled to payment of five
(5) times her then current annual base salary and to her
incentive compensation payments not yet received. She
shall also be completely vested in any supplemental retirement
benefits then in existence, and any other fringe benefits,
including life, accident, disability, health and dental
insurance plans then in existence and, if applicable, at the
time of termination, use of an automobile maintained by Bancorp
shall be continued by Bancorp for three (3) years following
the date of her termination. If the employment of the
Executive is terminated by reason of disability, she shall
continue to receive her base salary and incentive
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compensation payments and shall remain eligible for participation
of any of Bancorp's life, accident disability, health and dental
insurance plans then in existence for (6) months from the time
of her disability.
6. INSURANCE
Bancorp, in its sole discretion, may apply for insurance in its
own name and for its own benefit covering executive for life,
medical or disability insurance, in any amount deemed advisable
and Executive shall have no right, title or interest therein.
Executive shall submit to any required examination and shall
execute and assign and/or deliver such application and policies
necessary to effectuate such insurance coverage.
7. NOTICES
All notices, requests, demands and other communication hereunder
shall be in writing, and shall be deemed to have been duly given
if personally delivered or mailed:
(a) If to Executive, addressed to her at 00000 Xxxxxxxxxx Xx.,
Xx. Xxxxxxxxxxx, XX 00000
(b) If to Corporation, addressed to it at: Bancorp, X.X.
Xxx 0000, Xxxxxxxx, XX 00000, or to such other place as either
party may notify the other.
8. CONSTRUCTION OF AGREEMENT
This Agreement was executed by the parties in accordance with
and shall be governed and interpreted in accordance with the
laws of West Virginia.
9. BENEFITS AND BURDENS
This Agreement shall inure to the benefit of and be binding on
Bancorp, its successors and assigns, and any corporation which
Bancorp may merge or consolidate or to which Bancorp may sell
substantially all of its business and assets, and shall inure
to the benefit of and be binding on Executive, her executor,
administrators, heirs and legal representatives. Since
Executive's duties and services hereunder are special, personal
and unique in nature, Executive may not transfer, sell or
otherwise assign her rights, obligations or benefits under
this Agreement.
10. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
relating to the subject
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matter hereof and supersedes all previous discussions,
negotiations and agreements between the parties, whether
written or oral, with respect to the subject matter hereof.
This Agreement cannot be modified, altered or amended except
by a writing, signed by both parties.
11. SEVERABILITY
If any provision of this Agreement shall be held to be invalid
or unenforceable, such invalidity or enforceability shall not
affect or impair the validity or enforceability of the
remaining provisions of this Agreement, which shall continue
to be bound thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the year and date first above written.
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XXXXXXX X. XXXXXX
FIRST WEST VIRGINIA BANCORP, INC.
BY: Xxxxx X. Xxxxx
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ITS CHAIRMAN OF THE BOARD
