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EXHIBIT 10.1
AGREEMENT
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THIS AGREEMENT, made and entered into this 31st day of March, 1998, by
and between WESBANCO BANK COMMERCIAL, a West Virginia corporation, hereinafter
referred to as "Bank" and WILLIAM E. MILDREN, JR., hereinafter referred to as
"Employee" and WESBANCO, INC., a West Virginia corporation, hereinafter
referred to as "Wesbanco".
WHEREAS, Employee is serving as an executive officer of the Bank as of
the date hereof; and
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
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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
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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 $__________ per year, plus any increases granted by the Board
of Directors after the date hereof, and payable in equal biweekly
installments; and
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(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
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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
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consist of a revolving period of three years, with the initial term beginning
on the 1st day of April, 1998, and ending on the 31st day of March, 2001. 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 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
Agreement. Any such notice of non-renewal shall not affect the continuation
of the term of this Agreement existing at the time of issuance of such notice
of non-renewal.
5. CONFIDENTIALITY. Employee agrees that such information concerning
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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
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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
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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
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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
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upon the earliest to occur of any one of the following:
(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.
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(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.
9. EFFECT OF TERMINATION. In the event of a termination
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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
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Employee would have
received had he continued to be employed pursuant
to this Agreement through 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
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supersedes all previous agreements between Employee and Bank,
except to the extent of the provisions of Paragraph 11 hereof,
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. REMEDIES NOT CUMULATIVE. The parties acknowledge the
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prior Employment Continuity Agreement dated November 1, 1996
("Continuity Agreement"), and desire to clarify that the parties
do not intend that in the event of termination of employment
during any period when both the Continuity Agreement and this
Agreement are in full force and effect, that Employee shall be
entitled to Continued Compensation (as therein defined) and
compensation, as determined hereunder. Employee shall be limited
to recovery under only one agreement and may elect to enforce
whichever agreement provides the highest benefit. The parties
intend to phase out the Continuity Agreement after the three year
period from the date of the Merger between Commercial Bancshares,
Inc. and CBI Holding Company and to replace the same with this
Agreement. Accordingly, the parties acknowledge and agree to the
limitation of remedies herein provided.
12. APPLICABLE LAW. This Agreement shall be governed by
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and construed in accordance with the laws of the State of West
Virginia.
13. CERTAIN OBLIGATIONS OF WESBANCO. While the parties
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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
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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 13, Wesbanco shall be obligated to the
Employee for any bonuses or any increases in base salary in
excess of the rate of $_______ per annum only to the 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.
14. MISCELLANEOUS. The invalidity or unenforceability of
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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 Parkersburg, West Virginia, as of the day and year first
above written.
WESBANCO BANK COMMERCIAL
By /s/ William E. Mildren, Jr.
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Its Chairman
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(SEAL)
ATTEST:
/s/ Larry G. Johnson
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Secretary
/s/William E. Mildren, Jr. (SEAL)
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WILLIAM E. MILDREN, JR.
WESBANCO, INC.
By /s/ Edward M. George
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Its President and CEO
(SEAL)
ATTEST:
/s/ Shirley A. Bucan
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Secretary