Exhibit 10.1
AMENDED SEVERANCE PLAN CLARIFICATION AGREEMENT
THIS AGREEMENT, made and entered into as of this 30th day of November,
2001, by and between AMERICAN BANCORPORATION, an Ohio corporation with its
office and principal place of business located in St. Xxxxxxxxxxx, OH
(hereinafter referred to as "American"), and XXXXXX X. XXXXXXX, party of the
second part (hereinafter referred to as "Employee"), and WESBANCO, INC., a West
Virginia corporation (hereinafter referred to as "Wesbanco").
WHEREAS, the Employee is currently serving as the Chief Executive
Officer of American and is a beneficiary of that certain Severance Plan adopted
by American pursuant to action of its Board of Directors taken on the 21st day
of April, 1998, and
WHEREAS, American and Wesbanco have entered into negotiations
concerning the possible acquisition of American and desire to clarify certain
provisions of the said Severance Plan in conjunction with the continued
employment of Employee, and
WHEREAS, the parties hereto executed an earlier version of this
Agreement dated February 22, 2001, which they hereby revoke and substitute the
following therefore.
WITNESSETH THAT: In consideration of the mutual promises and
undertakings hereinafter set forth, and the parties intending to be legally
bound hereby, covenant and agree as follows:
1. Notwithstanding the provisions of said Severance Plan as set forth
in the Minutes of the Board of Directors meeting dated April 21, 1998, of
American, the parties hereto acknowledge their understanding that they did not
intend to trigger Excise Tax under Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), and, accordingly, that the
present value of any annuity payment or lump sum that may be paid to the
Employee because of a change in control of the company shall be equal to 2.99
times the Employee's "Base Amount" as such term is defined in Section 280G(b)(3)
of the Code. The "Base Amount" is the average includable compensation for the
past five (5) years (1997-2000) and American has calculated the Base Amount to
be Three Hundred Twenty-four Thousand Four Hundred Five Dollars ($324,405.00).
In no event, however, shall such annuity payment or lump sum payment under the
Severance Plan equal or exceed an amount that would be considered a "parachute
payment" under Section 280G(b)(2)(A) of the Code.
2. The parties hereby acknowledge and agree that the Employee shall be
paid a monthly annuity, pre-tax, of a program and company approved by him of
Nine Thousand Dollars ($9,000.00) per month for life with a minimum term certain
of twelve (12) years in full satisfaction of the benefit due Employee under the
Severance Plan of American, which annuity shall commence within thirty (30) days
of the closing of said merger. Employee shall pay all income tax attributable to
receipt of such annuity payments.
3. Employee agrees that the benefits to be provided hereunder shall be
in lieu of any other benefit to which Employee might have been entitled under
the terms of the Severance Plan adopted by the Board of Directors of American at
its meeting of April 21, 1998, under the heading "Severance Plan".
WITNESS the following signatures:
AMERICAN BANCORPORATION
BY: /s/ XXXXX X. XXXXXXXX
------------------------------------
ITS PRESIDENT
/s/ XXXXXX X. XXXXXXX
------------------------------------
XXXXXX X. XXXXXXX
WESBANCO, INC.
BY: /s/ XXXX X. XXXXXXX
--------------------------------
ITS PRESIDENT
