EXHIBIT 10.5
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 XXXX X. WAIT, 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 an 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 27, 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. Employee acknowledges and agrees that he has been offered a written
Employment Agreement with Wesbanco in conjunction with the proposed transaction
between Wesbanco and American. It is anticipated that upon consummation of such
transaction, Employee will continue as an Executive Officer of the resulting
bank, Wesbanco Bank, Inc.
In conjunction with that proposal, Employee will execute the proposed Employment
Agreement, a copy of which is attached hereto as Exhibit "A" and made a part
hereof.
2. 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 any lump sum payment 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 (1997-2001) and is One Hundred
Sixty-seven Thousand Five Hundred Fifty Six Dollars ($167,556.00). In no event,
however, shall such 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.
3. As an incentive to retain Employee in the employment of the
resulting bank, the parties hereby acknowledge and agree that if the Employee
does not voluntarily terminate his employment for a period of 18 months from and
after the date of the proposed merger between American and Wesbanco, that he
shall be paid a lump sum cash payment equal to 2.99 times the above-determined
Base Amount as a retention incentive payment in lieu of the severance payment
that he otherwise might have been entitled to under the terms of the Severance
Plan of American. Said payment shall be payable to the Employee, or his estate,
in the event he is unable to continue working for the entire period of 18 months
by reason of his death or disability as determined by any disability plan then
in effect for executive employees of the resulting bank, or discharge by
Wesbanco.
2
4. Employee has reviewed the proposed Employment Agreement attached
hereto as Exhibit "A" and agrees to execute such Agreement upon consummation of
the merger between Wesbanco and American.
5. 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/ XXXXXX X. XXXXXXX
--------------------------------
Its Chairman
/s/ XXXX X. WAIT
--------------------------
XXXX X. WAIT
WESBANCO, INC.
By /s/ XXXX X. XXXXXXX
--------------------------------
Its President
3
