EXHIBIT 10.2
AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of April, 2004, by and
between WESBANCO BANK, INC., hereinafter referred to as "Bank" and ROBERT P.
BREZING, 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 Cornerstone Bank as
of the date hereof and it is anticipated that Cornerstone Bank will be merged
with and into Bank (the "Merger"); 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
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 Forty
Thousand Two Hundred Ninety-five Dollars ($140,295.00), 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 term of two (2) years, beginning on the effective date of the Merger and
ending on the second anniversary of such date whereupon this Agreement shall
terminate and Employee shall become an "at will" employee of the Bank in
accordance with the Personnel Policies of the Bank in effect at such time.
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
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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:
(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:
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(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.
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
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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 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. Upon consummation of the Merger and
subject to the provisions of that certain Non-Competition and Confidentiality
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Agreement, dated as of the date hereof, 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 Forty Thousand Two Hundred Ninety-five Dollars ($140,295.00)
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
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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 Springfield, Ohio, as of the day and year
first above written.
WESBANCO BANK, INC.
BY /s/ Paul M. Limbert
--------------------------------
ITS President
(SEAL)
ATTEST:
/s/ Linda M. Woodfin
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SECRETARY
/s/ Robert P. Brezing (SEAL)
------------------------------------
ROBERT P. BREZING
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WESBANCO, INC.
BY /s/ Paul M. Limbert
---------------------
ITS President
(SEAL)
ATTEST:
/s/ Linda M. Woodfin
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SECRETARY
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