EXHIBIT 10.9
AMENDED AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 30th day of November,
2001, by and between WHEELING NATIONAL BANK, a national banking association with
its principal place of business located in St. Clairsville, OH (hereinafter
referred to as "Wheeling"), and PATRICK G. O'BRIEN, party of the second part
(hereinafter referred to as "Employee"), and WESBANCO, INC., a West Virginia
corporation (hereinafter referred to as "Wesbanco").
WHEREAS, the Employee is currently serving as an Executive Officer of
Wheeling and is the beneficiary of that certain Employment Agreement dated the
16th day of July, 1999, by and between American and Employee (hereinafter called
"Agreement"), and
WHEREAS, American Bancorporation (hereinafter "American") and Wesbanco
have entered into negotiations concerning the possible acquisition of American
and desire to clarify certain provisions of the said Employment Agreement in
conjunction with the continued employment of Employee, and
WHEREAS, the parties heretofore executed an Amendment Agreement dated
the 22nd day of February, 2001 which the parties hereby revoke and substitute
this Agreement therefore.
WITNESSETH THAT: In consideration of the mutual promises and
undertakings hereinafter set forth, the parties intending to be legally bound
hereby, covenant and agree as follows:
1. Employee acknowledges and agrees that he has an existing written
Agreement with Wheeling regarding terms and conditions of employment that will
continue subsequent to the proposed transaction between Wesbanco and American.
Upon consummation of such transaction, Employee will continue as an Executive
Officer of the resulting bank, Wesbanco
Bank, Inc. The existing Agreement between the Employee and American will
continue in full force and effect except as modified by this Agreement.
2. The parties hereby agree to delete the change in control provision
of said Agreement contained in Paragraph 4 thereof. Upon consummation of the
merger between Wheeling and Wesbanco Bank, Inc., Paragraph 4 shall be eliminated
from said Agreement provided the payment hereinafter required is subsequently
made.
3. As an incentive to retain Employee in the employment of the
resulting bank, the parties hereby acknowledge and agree that if the Employee
does not voluntarily terminate his employment for a period of 36 months from and
after the date of the proposed merger between American and Wesbanco, that he
shall be paid a lump sum cash payment of one times his annual salary (determined
as of the closing date of the above referenced merger provided any increases in
salary from the date hereof are approved by Wesbanco) as a retention incentive
payment in lieu of the severance payment that he otherwise might have been
entitled to under the terms of Paragraph 4 of the Agreement. Said payment shall
be payable to the Employee, or his estate, in the event he is unable to continue
working for the entire period of 36 months by reason of his death or disability
as determined by any disability plan then in effect for executive employees of
the resulting bank, or discharge by Wesbanco.
4. Employee agrees that the benefits to be provided hereunder shall be
in lieu of any other benefit to which Employee might have been entitled under
the terms of the Agreement by reason of said merger between Wheeling and
Wesbanco Bank, Inc.
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WITNESS the following signatures:
WHEELING NATIONAL BANK
By /s/ JEREMY C. MCCAMIC
-----------------------------
Its Chairman
/s/ PATRICK G. O'BRIEN
--------------------------------
PATRICK G. O'BRIEN
WESBANCO, INC.
By /s/ PAUL M. LIMBERT
-----------------------------
Its President
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