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EXHIBIT 10.1
Employment Contract dated December 28, 1999 between First West
Virginia Bancorp, Inc. and Xxxxxx X. Xxxxxxx
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, made in duplicate on this 28th day of December, 1999,
by and between FIRST WEST VIRGINIA BANCORP, INC., a West Virginia corporation,
(hereinafter, "Bancorp"), and XXXXXX X. XXXXXXX, (hereinafter, "Executive")
W I T N E S S E T H:
WHEREAS, Executive is presently an employee of Bancorp pursuant to an
Employment Agreement dated January 1, 1999;
WHEREAS, Bancorp and Executive are desirous of continuing the
employment relationship between them upon the terms and conditions set forth
herein;
WHEREAS, Bancorp and Executive desire to enter into this Agreement and
rescind and terminate all prior employment agreements or other understandings
between them.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and conditions herein contained, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound, do hereby agree as follows:
1. EMPLOYMENT
Bancorp does hereby employ Executive as its President and Chief
Executive Officer and Executive does hereby accept the employment as President
and Chief Executive Officer of Bancorp upon the terms herein set forth. The
parties agree that as of the date of this Agreement, the previous employment
agreement between them dated 1-1-99 is rescinded, terminated and no longer
binding between them.
Executive shall exercise (subject to the control of the Board of
Directors and Stockholders) a general supervision of the affairs of Bancorp
and its subsidiaries and shall devote his full business
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time and attention to the business and affairs of Bancorp and its subsidiaries
and use his best efforts to promote the interests of Bancorp and its
subsidiaries.
Executive shall discharge his duties faithfully and to the best of his
ability, and generally shall perform all duties incident to the office or
offices, and such other duties as may be assigned to him by the Board of
Directors.
Executive shall hold such other office or offices in Bancorp or its
subsidiaries as the Board of Directors may elect or appoint him to and perform
the duties of such offices.
2. TERM
Executive's employment hereunder shall be effective January 1, 2000
and shall continue for a term of two (2) years thereafter, unless earlier
terminated as provided herein.
3. COMPENSATION
In consideration for all services to be rendered by Executive to
Bancorp and any of its subsidiaries:
(a) Bancorp shall cause to be paid to Executive a salary of no less
than $106,596.00 per annum for a period of two (2) years commencing January 1,
2000, payable in equal bi-weekly installments. Prior to the first anniversary
hereof, the Board of Directors shall review Executive's salary and make such
adjustments in the rate thereof as it shall deem appropriate. All references
herein to compensation to be paid to Executive are to the gross amounts
thereof which are due hereunder. Bancorp shall cause to be deducted therefrom
all taxes which may be required to be deducted or withheld under any provision
of the law (including but not limited to Social Security payments and income
tax withholding) now in effect or which may become effective anytime during
the term of this Agreement. In addition to such salary, Executive shall be
eligible to receive
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discretionary bonuses which may be granted by Bancorp, but which have been and
at all times will remain in the discretion of the Employer. Executive may also
participate in any health insurance benefit (including medical and major
medical insurance), deferred compensation benefit, accident and disability
insurance benefit or other benefits as may be offered to other employees of
Bancorp and which may become effective anytime during the term of this
Agreement.
4. TERMINATION
In the event of termination of the employment of Executive by Bancorp
for any reason other than a cause defined below, Executive shall be entitled
to the full compensation provided by this Agreement. In the event of
termination of the employment of Executive by Bancorp for a cause defined
below or in the event of termination of employment by the Executive for any
cause, including his death or disability which renders him unable to perform
the material duties of his employment, his compensation shall cease on the
effective date of such termination. As used herein, the term "cause" shall
mean:
(a) A willful and intentional act of Executive intended to injure or
having the effect of injuring the reputation, business or business
relationship of Bancorp or its subsidiary businesses;
(b) Any breach of any covenant contained in this Agreement by
Executive;
(c) Repeated or continuous failure, neglect or refusal to perform by
Executive of his duties hereunder;
(d) Commission by Executive of any act or any failure by Executive to
act involving serious criminal conduct or moral turpitude or which reflects
materially and adversely on Bancorp or its subsidiary businesses.
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Except for termination for cause and the expiration of the term of
this Agreement, each party agrees to provide the other with a minimum of
thirty (30) days' written notice of the termination of this Agreement.
5. EXTENT OF SERVICES
The parties mutually agree that Executive is a key employee who is
vital to the success of Bancorp's operations and who has received and will
continue to receive confidential information and trade secrets of the Bancorp
and its subsidiary businesses in the course of his employment. Executive shall
devote his entire time, attention, and energies to the business of the Bancorp
and shall not during the term of this Agreement be engaged in any other
business activity, whether or not such business activity is pursued for gain,
profit, or other pecuniary advantage; but such provision shall not be
construed as preventing Executive from making private investments in such form
or manner as will not require any services or material commitments of time on
the part of the Executive.
6. CONFIDENTIAL INFORMATION
Executive recognizes and acknowledges that Bancorp has maintained, and
continues to maintain and use, commercially valuable proprietary and
confidential information, including without limitation, trade secrets,
customer lists, customer financial information and analyses of customers,
which information is vital to the success of Bancorp's business. Executive
recognizes and acknowledges that he has had and will continue to have access
to such information, and Executive acknowledges that all such information are
valuable, special and unique assets of Bancorp's business. Executive is aware
that such information is confidential and if used competitively against
Bancorp, would result in material disadvantage to Bancorp. Executive agrees
that during the term of employment, he will neither disclose without the
advance consent of Bancorp any such confidential
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information to any person, firm, corporation, association or other entity for
any reason or purpose whatsoever, except pursuant to judicial process of which
Bancorp shall have notice, nor shall he in any manner utilize the same to the
disadvantage of Bancorp or its subsidiary businesses.
In the event of termination of employment, for any reason, Executive
shall surrender to Bancorp, immediately, and as a prior condition to receiving
any amount of compensation payable herein, if any, all such information,
whether in tangible or electronic form, including in the case of
electronically stored information, all copies of the diskettes or other media
on which such information may be stored, and Executive shall certify upon
request that he has retained none of such information, in any form.
7. INSURANCE
Bancorp, in its sole discretion, may apply for insurance in its own
name and for its own benefit covering Executive for life, medical or
disability insurance, in any amount deemed advisable and Executive shall have
no right, title or interest therein. Executive shall submit to any required
examination and shall execute and assign and/or deliver such application and
policies necessary to effectuate such insurance coverage.
8. NOTICES
All notices, requests, demands and other communication hereunder shall
be in writing, and shall be deemed to have been duly given if personally
delivered or mailed:
(a) If to Executive, addressed to him at Stratford Springs, Condo 000,
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxx Xxxxxxxx 00000;
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(b) If to Corporation, addressed to: First West Virginia Bancorp,
Inc. Attention: Chairperson, Personnel and Salary Committee, X.X. Xxx 0000,
Xxxxxxxx, Xxxx Xxxxxxxx 00000, or to such other place as either party may
notify the other in writing.
9. CONSTRUCTION OF AGREEMENT
This Agreement was executed by the parties in accordance with and be
governed and interpreted in accordance with the laws of West Virginia.
10. BENEFITS AND BURDENS
This Agreement shall inure to the benefit of and be binding on
Bancorp, its successors and assigns, and any corporation with which Bancorp
may merge or consolidate or to which Bancorp may sell substantially all of its
business and assets, and shall inure to the benefit of and be binding on
Executive, his executor, administrators, heirs and legal representatives.
Since Executive's duties and services hereunder are special, personal and
unique in nature, Executive may not transfer, sell or otherwise assign his
rights, obligations or benefits under this Agreement. The waiver by Bancorp
of any breach of this Agreement by Executive shall not operate or be construed
as a waiver of any subsequent breach by the Executive.
11. ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties
relating to the subject matter hereof and supersedes all previous discussions,
negotiations and agreements between the parties, whether written or oral, with
respect to the subject matter hereof. This Agreement cannot be modified,
altered or amended except by a writing, signed by both parties.
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12. SEVERABILITY
If any provision of this Agreement shall be held to be invalid or
unenforceable, such provision shall be fully severable and shall not affect or
impair the validity or enforceability of the remaining provisions of this
Agreement which shall continue to bind the parties hereto. In lieu of that
severable provision or provisions, a new provision shall be inserted which is
as close to the intent of severed provision as may be permitted by law but
which is still valid and fully enforceable.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
triplicate as of the year and date first above written.
/s/
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XXXXXX X. XXXXXXX
FIRST WEST VIRGINIA BANCORP, INC.
BY: /s/ Xxxxx X. Xxxxx
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ITS CHAIRMAN OF THE BOARD
This document prepared by:
Xxxxxxx X. Xxxxxx, Esquire
X.Xx. State Bar I.D. #4800
Herndon, Morton, Xxxxxxx & Xxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx Xxxxxxxx 00000
(000) 000-0000
