EXHIBIT 10.8
AGREEMENT
THIS AGREEMENT, made and entered into this 30th day of November, 2001,
by and between WESBANCO BANK, INC., hereinafter referred to as "Bank" and XXXXX
X. XXXXXXXX, hereinafter referred to as "Employee", and WESBANCO, INC., a West
Virginia corporation, hereinafter referred to as "Wesbanco".
WHEREAS, the parties heretofore executed a standby Agreement dated
February 22, 2001 providing for the employment of the Employee and the parties
hereby desire to revoke such earlier Agreement and substitute this Agreement
therefore which the parties agree would be effective upon the consummation of
that certain merger by and between American Bancorporation and Wesbanco, and
WHEREAS, the Bank wishes to assure itself of the Employee's full time
employment and continuing services in an executive capacity.
WITNESSETH THAT: In consideration of the mutual promises and
undertakings hereinafter set forth, the parties hereto agree as follows:
1. OFFER OF EMPLOYMENT. The Bank agrees to, and hereby does, continue
the employment of Employee at Bank in an executive capacity. In that capacity,
Employee shall be answerable to the Board of Directors of the Bank and such
other officers of Wesbanco, the parent company of the Bank, as the Board of
Directors of Wesbanco shall direct. Employee shall perform such duties,
compatible with his employment under the Agreement, as the Bank, and Wesbanco,
from time to time may assign to him.
2. COMPENSATION. As compensation for the performance of the services
specified in Paragraph (1) and the observance of all of the provisions of this
Agreement, the Bank agrees to pay Employee, and Employee agrees to accept, the
following amounts and benefits during his term of employment:
(A) Salary at a rate to be determined by the Board of Directors
of the Bank, with notice to be given to employee in April of each
calendar year, but in no event shall Employee's salary be less than
$125,000.00 per year, plus any increases granted by the Board of
Directors after the date hereof, and payable in equal biweekly
installments; and
(B) Such other miscellaneous benefits and perquisites as the Bank
provides to its executive employees generally.
3. ACCEPTANCE OF EMPLOYMENT. Employee accepts the employment provided
for herein, at the salary set forth above, and agrees to devote his talents and
best efforts to the diligent, faithful, and efficient discharge of the duties of
his employment, and in furtherance of the operations and best interests of Bank,
and observe and abide by all rules and regulations promulgated by Bank for the
guidance and direction of its employees and the conduct of its business,
operations, and activities.
4. TERM OF AGREEMENT. The employment term provided for herein shall
consist of a revolving period of three years, with the initial term beginning on
the effective date of the merger of America Bancorporation and Wesbanco and
ending on the third anniversary thereof. The term of this Agreement shall
automatically be extended on each anniversary of the beginning date of the term
hereof for an additional one year, thereby creating a new three year term,
unless written notice of termination hereof is given by either party at least
ninety (90) days
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prior to the anniversary date of the beginning date of this Agreement. Any such
notice of non-renewal shall not affect the continuation of the term of this
Agreement existing at the time of such non-renewal.
5. CONFIDENTIALITY. Employee agrees that such information concerning
the business, affairs, and records of Bank as he may acquire in the course of,
or as incident to, his employment hereunder, shall be regarded and treated as
being of a confidential nature, and that he will not disclose any such
information to any person, firm, or corporation, for his own benefit or to the
detriment of Bank, during the term of his employment under this Agreement or at
any time following the termination thereof.
6. MISCELLANEOUS BENEFITS. This Agreement is not intended, and shall
not be deemed to be in lieu of any rights, benefits, and privileges to which
Employee may be entitled as an Employee of Bank under any retirement, pension,
profit sharing, insurance, hospital, bonus, vacation, or other plan or plans
which may now be in effect or which may hereafter be adopted by Bank, it being
understood that Employee shall have the same rights and privileges to
participate in such plans and benefits, as any other employee, during the period
of his employment.
7. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon Bank's successors and assigns, including, without limitation, any
company or corporation which may acquire substantially all of Bank's assets or
business, or with, or into which Bank may be merged or otherwise consolidated.
8. TERMINATION. The Employee's employment hereunder shall terminate
upon the earliest to occur of any one of the following:
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(A) The expiration of the initial term of this Agreement, or
any extended term of this Agreement by written notice of termination as
provided in Paragraph (4) hereof; or
(B) By the Bank for cause, after thirty (30) days written
notice to Employee. Cause for purposes of this Agreement shall mean as
follows:
(i) An act of dishonesty, willful disloyalty or fraud
by the Employee that the Bank determines is detrimental to the
best interests of the Bank; or
(ii) The Employee's continuing inattention to, neglect
of, or inability to perform, the duties to be performed under
this Agreement, or
(iii) Any other breach of the Employee's covenants
contained herein or of any of the other terms and provisions
of this Agreement, or
(iv) The deliberate and intentional engaging by the
Employee in gross misconduct which is materially and
demonstrably injurious to the Bank.
(C) Employee shall have the right to terminate this Agreement
and his active employment hereunder at any time upon ninety (90) days
written notice to the Bank.
(D) Upon the death of Employee, this Agreement shall automatically
terminate.
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9. EFFECT OF TERMINATION. In the event of a termination of this
Agreement, Employee shall be paid the following severance benefits, payable
promptly after the date of termination of his employment, in the following
manner:
(A) In the event that this Agreement is terminated by the
death of Employee, this Agreement shall be deemed to have been
terminated as of the date of such death except, however, that Bank
shall pay to the surviving spouse of Employee, or in lieu thereof, to
Employee's estate, an amount equal to six months of the base salary at
his then current base rate, provided, however, that if such death
occurs within six months of the normal retirement date as provided by
the Bank's defined benefit pension plan, or after such normal
retirement date, so that a pension distribution or benefit is payable
to the surviving spouse of Employee, such payment shall be reduced to
an amount equal to one month of the base salary at his then current
base rate.
(B) In the event that this Agreement is terminated by Employee
and Bank by mutual agreement, then Bank shall pay such severance
benefits, if any, as shall have been agreed upon by Bank and Employee.
(C) In the event that Bank attempts to terminate this Agreement,
other than for cause, death of Employee, or by mutual agreement with
Employee, in addition to any other rights or remedies which Employee
may have, Employee shall receive an amount equal to the greater of (i)
six months of base salary at his then current base rate, or (ii) the
base salary Employee would have received had he continued to be
employed pursuant
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to this Agreement throughout the end of the then existing term of
employment hereunder.
(D) In the event Bank terminates this Agreement for cause, no
severance benefits shall be payable hereunder.
10. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement supersedes all
previous agreements between Employee and Bank and contains the entire
understanding and agreement between the parties with respect to the subject
matter hereof, and cannot be amended, modified, or supplemented in any respect
except by a subsequent written agreement executed by both parties.
11. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of West Virginia.
12. CERTAIN OBLIGATIONS OF WESBANCO. While the parties acknowledge that
certain provisions of this Agreement may be unenforceable in some respects
against the Bank, pursuant to applicable banking law, it is nonetheless the
intention of the parties to create pursuant to this Agreement a valid employment
for a definite term with specified benefits. As an inducement for Employee and
Bank to enter into this Agreement whereby Employee would be employed by Bank for
a definite term, Wesbanco hereby undertakes the independent, separate and
unconditional obligation to Employee to pay all amounts which are or may become
due to Employee under this Agreement as set forth herein, regardless of the
status of the direct or indirect enforceability or validity of Bank's obligation
to pay any or all such amounts as may be due hereunder to Employee; provided,
however, that for purposes of this Paragraph 12, Wesbanco shall be obligated to
the Employee for any bonuses or any increases in base salary in excess of the
rate of $125,000.00 per annum only to the extent that it has consented to such
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bonuses or increases. Wesbanco also acknowledges that it may or may not be
entitled to indemnification or contribution from Bank or to be subrogated to the
claim of Employee hereunder for any payments Wesbanco may make to Employee; and
Wesbanco hereby specifically waives any rights it may otherwise have to
indemnification or contribution from Bank or to be subrogated to the claim of
Employee hereunder in the event that such payments as are made by Wesbanco would
be unenforceable or invalid for any reason against Bank.
13. MISCELLANEOUS. The invalidity or unenforceability of any term or
provision of this Agreement as against any one or more parties hereto, shall not
impair or effect the other provisions hereof or the enforceability of said term
or provision against the other parties hereto, and notwithstanding any such
invalidity or unenforceability, each term or provision hereof shall remain in
full force and effect to the full extent consistent with law.
IN WITNESS WHEREOF, Bank and Wesbanco have caused these presents to be
signed and their corporate seals to be hereto affixed, and Employee has hereto
affixed his signature and seal, at ______________, _______________, as of the
day and year first above written.
WESBANCO BANK, INC.
By /s/ XXXX X. XXXXXXX
------------------------------
Its Chairman
(SEAL)
ATTEST:
/s/ XXXXXXX XXXXXX
--------------------------
SECRETARY
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/s/ XXXXX X. XXXXXXXX (SEAL)
-------------------------
XXXXX X. XXXXXXXX
WESBANCO, INC.
By /s/ XXXX X. XXXXXXX
------------------------------
Its President
(SEAL)
ATTEST:
/s/ XXXXXXX XXXXXX
---------------------------
ASSISTANT SECRETARY
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