Exhibit 10.2
AMENDED CONSULTING AGREEMENT
THIS AGREEMENT, made this 30th day of November, 2001, by and between
WESBANCO, INC., a West Virginia corporation, party of the first part
(hereinafter called "Wesbanco"), and XXXXXX X. XXXXXXX, of Wheeling, Ohio
County, West Virginia, party of the second part (hereinafter called
"Consultant").
WHEREAS, the Consultant has heretofore served as the Chief Executive
Officer of American Bancorporation ("American") for a significant number of
years and in that capacity has established significant contacts and
relationships with customers of American and its subsidiaries, as well as with
banking institutions in markets served by American and Wesbanco, and
WHEREAS, American and Wesbanco have executed an Agreement and Plan of
Merger dated the 22nd day of February, 2001, providing for the acquisition of
American by Wesbanco and the merger of American's operating subsidiaries with
and into existing entities of Wesbanco, as amended by First Amendment Agreement
dated November 5, 2001, and
WHEREAS, Consultant will retire as an executive officer as of the date
of such merger but will be appointed to the Board of Directors of Wesbanco and
will be appointed to serve on the Executive Committee of Wesbanco to serve until
December 31, 2002, and
WHEREAS, Wesbanco desires to retain the services of Consultant after
his retirement as an executive officer, as hereinafter set forth, and in
connection with the continuing activities of Wesbanco, to be assured of his
services on the terms and conditions hereinafter set forth, and
WHEREAS, Consultant is willing to provide such services in accordance
with the terms and conditions of this Agreement, 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.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That for and in
consideration of the mutual promises and covenants hereinafter contained, the
parties hereto do hereby agree as follows:
1. CONSULTING RELATIONSHIP. Wesbanco hereby retains Consultant to
render services (as hereinafter defined) as may be requested from time to time
by the Board of Directors, Executive Committee or President of Wesbanco.
Consultant hereby agrees to render such services for the compensation herein
provided, agrees to be available at such times and in such places as are
mutually agreeable and with reasonable notice, and agrees to give his best
efforts to such services so long as they shall be required hereunder.
2. COMPENSATION. Subject to the terms of this Agreement, Consultant
shall be paid for services rendered at a fixed rate of Six Thousand Dollars
($6,000.00) per month during the term of this Agreement, payable monthly
throughout the term of this Agreement. In addition, Consultant shall be entitled
to be reimbursed his reasonable and necessary business expenses incurred in
connection with the services to be performed hereunder. Consultant shall also be
paid additional attendance fees as a member of the Board of Directors of
Wesbanco for meetings attended in accordance with the policies for payment of
Directors' fees by such corporation. No quarterly retainer fee shall be paid to
Consultant as a member of the Board of Directors.
3. TERM. The term of this Consulting Agreement shall be for the term of
six (6) years from and after the date hereof, and shall terminate on the sixth
anniversary hereof.
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4. SERVICES. The services to be provided by Consultant hereunder shall
consist of such advice and services as may be requested from time to time by the
Board of Directors, Executive Committee or President of Wesbanco in connection
with the present and future corporate activities of Wesbanco. It is anticipated
that Consultant shall assist Wesbanco and its management in maintaining the key
customer relationships Consultant established while serving as the CEO of
American, and that Consultant shall assist Wesbanco in pursuing merger and
acquisition candidates for expansion purposes.
5. NONCOMPETITION. Without the prior written consent of Wesbanco,
Consultant will not, during the term of this Consulting Agreement, directly or
indirectly, (i) engage in, or be employed in an executive capacity by or render
executive, consulting or other services to any person, firm, corporation or
association engaged in the banking business in the States of West Virginia or
Ohio or within a radius of fifty (50) miles of the City of Wheeling, or (ii)
render any services or give any advice similar to the services required to be
rendered by Consultant to Wesbanco hereunder.
6. CONFIDENTIAL INFORMATION. Without the prior written consent of
Wesbanco, Consultant shall not, directly or indirectly, divulge to any person,
or use for his own benefit, any confidential information concerning the
business, affairs, customers or acquisition candidates of Wesbanco, acquired by
him during his previous employment with American or during the performance of
his duties hereunder, it being the intent of Wesbanco and Consultant to restrict
Consultant from disseminating or using any information which is unpublished and
not readily available to the general public.
7. DELEGATION OF DUTIES, ASSIGNMENT OF RIGHTS, AND AMENDMENT.
Consultant may not delegate the performance of any of his obligations or
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duties except as to such duties as may be performed by employees of the holding
company or its affiliate banks in the ordinary course of their duties, nor
assign any rights hereunder without the prior written consent of Wesbanco. Any
such purported delegation or assignment in the absence of such written consent
shall be void. This Consulting Agreement cannot be altered or otherwise amended
except pursuant to an instrument in writing signed by each of the parties
hereto.
8. GOVERNING LAW AND ENTIRE AGREEMENT. This Consulting Agreement shall
be construed and governed in accordance with the laws of the State of West
Virginia, contains the entire agreement between the parties with respect to the
services contemplated herein, and supercedes all previous commitments in writing
between the parties hereto.
9. INSURANCE. Consultant shall be entitled to such insurance benefits
from Wesbanco as are provided to retirees of said corporation in accordance with
the personnel policies of Wesbanco. In addition, Wesbanco shall, to the extent
such coverage can be provided, maintain health insurance coverage for Consultant
upon the same terms and conditions as that currently provided for other retirees
of Wesbanco, and as may be amended, from time to time.
10. MEMBERSHIP ON THE BOARD OF DIRECTORS. In connection with the
Consultant's continuing service to Wesbanco, Consultant shall be appointed to a
position as a member of the Board of Directors of Wesbanco to serve until
December 31, 2002. Consultant shall also serve as a member of the Planning and
Acquisitions Committee of Wesbanco during his term on the Board of Directors.
11. INDEPENDENT CONTRACTOR. It is the intention of the parties hereto
that Consultant shall perform services hereunder as an independent contractor
and the consulting
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arrangement hereunder shall not constitute an employment relationship, nor shall
Consultant be considered an employee of Wesbanco for any purpose.
12. TERMINATION. In the event of the death or permanent disability of
Consultant during the term of this Agreement, this Agreement shall terminate and
be of no further force and effect. Permanent disability shall mean the inability
of Consultant to provide services hereunder for a continuing period of twelve
(12) consecutive months, whereupon this Agreement shall terminate.
WITNESS the following signatures:
WESBANCO, INC.
BY: /s/ XXXX X. XXXXXXX
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ITS PRESIDENT
/s/ XXXXXX X. XXXXXXX
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XXXXXX X. XXXXXXX
