AGREEMENT AND PLAN OF MERGER dated as of October 29, 2014 by and between WESBANCO, INC., WESBANCO BANK, INC., ESB FINANCIAL CORPORATION and ESB BANKMerger Agreement • October 30th, 2014 • Esb Financial Corp • Savings institution, federally chartered • West Virginia
Contract Type FiledOctober 30th, 2014 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 29, 2014, is made and entered into by and between Wesbanco, Inc., a West Virginia corporation (“Buyer”), Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of Buyer (“Buyer Sub”), ESB Financial Corporation, a Pennsylvania corporation and savings and loan holding company (“Seller”), and ESB Bank, a Pennsylvania state-chartered stock savings bank and a wholly-owned subsidiary of Seller (“Seller Sub”). Buyer and Seller are sometimes hereinafter collectively referred to as the “Constituent Corporations.”
SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMSSeparation Agreement • October 30th, 2014 • Esb Financial Corp • Savings institution, federally chartered • West Virginia
Contract Type FiledOctober 30th, 2014 Company Industry JurisdictionTHIS AGREEMENT, made and entered into this 29th day of October 2014, by and among ESB FINANCIAL CORPORATION, a Pennsylvania banking corporation with its headquarters and main office located in Ellwood City, Pennsylvania (hereinafter referred to as “ESB Financial”), ESB BANK, a Pennsylvania chartered savings bank and a wholly owned subsidiary of ESB Financial (“ESB”), TODD F. PALKOVICH (hereinafter referred to as the “Employee”), WESBANCO, INC., a West Virginia corporation (hereinafter referred to as “Wesbanco”), and WESBANCO BANK, INC., a West Virginia banking corporation (hereinafter referred to as the “Bank”).
SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMSSeparation Agreement • October 30th, 2014 • Esb Financial Corp • Savings institution, federally chartered • West Virginia
Contract Type FiledOctober 30th, 2014 Company Industry JurisdictionTHIS AGREEMENT, made and entered into this 29th day of October 2014, by and among ESB FINANCIAL CORPORATION, a Pennsylvania banking corporation with its headquarters and main office located in Ellwood City, Pennsylvania (hereinafter referred to as “ESB Financial”), ESB BANK, a Pennsylvania chartered savings bank and a wholly owned subsidiary of ESB Financial (“ESB”), CHARLOTTE A. ZUSCHLAG (hereinafter referred to as the “Executive”), WESBANCO, INC., a West Virginia corporation (hereinafter referred to as “Wesbanco”), and WESBANCO BANK, INC., a West Virginia banking corporation (hereinafter referred to as the “Bank”).