EXHIBIT 10.19
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AGREEMENT
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THIS AGREEMENT, made and entered into this 30th day of
June, 2001, by and between WESBANCO BANK, INC., hereinafter
referred to as "Bank" and XXXXXX X. XXXXX, hereinafter referred
to as "Employee", and WESBANCO, INC., a West Virginia
corporation, hereinafter referred to as "Wesbanco".
WHEREAS, Employee is being employed as an executive officer
of the Bank as of the date hereof; 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
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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 One Hundred Fifty Thousand Dollars
($150,000.00) 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 1st day of July, 2001, and
ending on the 30th day of June, 2004. 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 prior to the anniversary date of the beginning
date of this
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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 One Hundred Fifty Thousand
Dollars ($150,000.00) per annum only to the
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extent that it has consented to such 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 Wheeling, West Virginia, as of the day and year first
above written.
WESBANCO BANK, INC.
By Xxxxxx X. Xxxxxx
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Its President and CEO
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(SEAL)
ATTEST:
/s/ Xxxxxxx X. Xxxxxx
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Assistant Secretary
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/s/ Xxxxxx X. Xxxxx(SEAL)
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XXXXXX X. XXXXX
WESBANCO, INC.
By /s/ Xxxxxx X. Xxxxxx
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Its President and CEO
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(SEAL)
ATTEST:
/s/ Xxxxxxx X. Xxxxxx
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Assistant Secretary
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