Exhibit 10.2
AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT AGREEMENT
BETWEEN
UNITED BANKSHARES, INC.
AND
RICHARD M. ADAMS
THIS AMENDED AND RESTATED AGREEMENT ("Agreement"), is made and
entered into effective this 1st day of November, 2001, by and among Richard M.
Adams ("Adams") and United Bankshares, Inc., a West Virginia corporation and
bank holding company ("UBS").
W I T N E S S E T H:
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WHEREAS, Adams is Chairman, Chief Executive Officer, and a Director
of UBS and Chairman, Chief Executive Officer and a Director of United National
Bank, a national banking association ("Bank"), a subsidiary of UBS;
WHEREAS, UBS highly values the efforts, abilities and accomplishments
of Adams;
WHEREAS, UBS, as an inducement to continued employment, wishes to
assist Adams with his retirement planning;
WHEREAS, the Board of Directors of UBS desires to provide Adams with
retirement income considered reasonable and based upon actuarially determined
need; and
WHEREAS, UBS and Adams entered into a Supplemental Retirement
Agreement dated July 27, 1990 ("Supplemental Retirement Agreement") to provide
Adams such retirement income; and
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WHEREAS, by this Agreement UBS and Adams desire to amend and restate
the Supplemental Retirement Agreement with certain agreed upon modifications;
and
WHEREAS, Adams is willing to provide the services to UBS and its
affiliates as described in the AMENDED EMPLOYMENT AGREEMENT BETWEEN UNITED
BANKSHARES, INC. AND RICHARD M. ADAMS entered into on November 1, 2001
(hereinafter "Employment Agreement");
NOW, THEREFORE, for and in consideration of the premises contained
herein, the parties agree as follows:
I. DEFINITIONS
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A. "Base Salary" means Adams' base salary as determined pursuant to
the Employment Agreement.
B. "Change in Control" has the same meaning as "change in control" in
the Employment Agreement.
C. "Final Base Salary" means the average of Adams three (3) highest
base salaries during his employment with UBS or an affiliated or successor
entity to UBS.
D. "Spouse" is defined to have the same meaning as the definition of
"spouse" in the UBS Pension Plan.
E. "UBS Pension Plan" refers to the UBS Pension Plan currently in
effect as the same may be amended from time to time, and includes any successor
plan established by UBS or established by a successor entity to UBS.
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F. "UBS Savings and Stock Investment Plan" refers to such UBS plan
currently in effect as the same may be amended from time to time, and includes
any successor plan established by UBS or established by a successor entity to
UBS. For the purposes of making the calculation required under Section II of
this Agreement, it shall be assumed that Adams has made or will make annual
contributions to the UBS Savings and Stock Investment Plan equal to the
applicable limit for exclusion of elective deferrals ("Elective Deferral
Limitation") as provided under Section 402(g) of the Internal Revenue Code or
any successor provision thereto. If Adams has not or does not make contributions
equal to the Elective Deferral Limitation for any year, the calculation required
under Section II nonetheless shall be made as if each year he had made such
contribution in an amount equal to the Elective Deferral Limitation.
II. SUPPLEMENTAL BENEFIT
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A. At Age 65. Except as otherwise provided herein, UBS agrees to
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provide Adams an annual supplemental retirement benefit upon reaching age 65 or
upon termination of his employment with UBS or an affiliated or successor entity
to UBS, whichever last occurs, which benefits shall be provided irrespective of
whether Adams is employed by an entity other than UBS or an affiliated or
successor entity to UBS. Said annual supplemental retirement benefit shall be
equal to seventy percent (70%) of Adams' Final Base Salary, reduced by Adams'
annual benefits actuarially calculated at the time the supplemental retirement
benefit first becomes payable under (1) the UBS Pension Plan (determined as if
Adams' distribution was made on an installment basis for the joint and last
survivor expectancy of Adams and his Spouse, if married, and if not, over Adams'
life expectancy); (2) Social Security (as the same may be adjusted from time to
time); and (3) the UBS Savings and Stock Investment Plan (determined as if
Adams' distribution was made on an installment basis for the joint and last
survivor expectancy of Adams and his Spouse, if married, and, if not, over
Adams' life expectancy).
B. Before Age 65. In lieu of the benefit in Section II. A. above,
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and subject to the other provisions herein, provided that Adams is no longer
employed by UBS or an affiliated or
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successor entity to UBS, UBS agrees to provide Adams (effective upon receipt of
Adams' written request, or in the event of Adams' incapacity, upon receipt of a
written request by Adams' conservator, committee, attorney-in-fact or other
authorized representative, and irrespective of whether Adams is employed by an
entity other than UBS or an affiliated or successor entity to UBS), an annual
supplemental retirement benefit determined by actuarially reducing the benefit
Adams would have been provided upon retirement at age 65 as provided in Section
II. A. above; provided that such annual benefit shall be reduced by Adams'
annual benefits actuarially calculated at the time of receipt of Adams' written
request or, if applicable, the written request of his authorized representative
under (1) the UBS Pension Plan (determined as if Adams distribution was made on
an installment basis for the joint and last survivor expectancy of Adams and his
Spouse, if married, and if not, over Adams' life expectancy); (2) Social
Security (as the same may be adjusted from time to time); and (3) the UBS
Savings and Stock Investment Plan (determined as if Adams' distribution was made
on an installment basis for the joint and last survivor expectancy of Adams and
his Spouse, if married, and, if not, over Adams' life expectancy).
C. Vesting and the Effect of Termination of Employment. The
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benefits under this Agreement are fully vested in Adams and shall survive his
termination of employment from UBS or an affiliated or successor entity to UBS
for whatever reason, including but not limited to, change in control, dismissal
with or without cause, voluntary termination by Adams, expiration of contract or
disability.
D. Death. In the event of Adams' death, if married, Adams' Spouse
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shall be entitled to receive one hundred percent (100%) of Adams' annual
supplemental retirement benefit calculated as provided under either Section II.
A. or B. above, whichever is applicable, and beginning at such time as the
annual supplemental retirement benefit would have been payable to Adams under
either Section II. A. or B. above.
Payments required under this Section II. D., shall be paid to Adams'
Spouse for her life and shall cease upon her death.
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In the event that Adams' Spouse does not survive him or Adams is not
married at the time of his death and Adams' death occurs prior to his receiving
an annual supplemental benefit pursuant to this Agreement for five (5) or more
years, Adams' estate shall be paid for a five (5) year period (not including the
year of death) an annual supplemental retirement benefit equal to the annual
supplemental retirement benefit Adams was receiving upon his death. If such
benefits had not yet commenced upon Adams' death, Adams' estate shall receive a
lump sum payment calculated for a five (5) year period in accordance with the
provisions under Section II. B. above and discounted to present value at the
prime rate of interest if Adams had not attained the age of 65 upon his death or
under Section II. A. above if Adams died at age 65 prior to the commencement of
the annual supplemental retirement benefit. No payment shall be made to Adams'
estate in the event Adams had received prior to his death an annual supplemental
retirement benefit pursuant to this Agreement for five (5) or more years.
III. PAYMENT OF SUPPLEMENTAL RETIREMENT BENEFIT
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A. Annual Life Payments. Except as provided in Section II. D., the
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annual supplemental retirement benefit to which Adams is entitled pursuant to
this Agreement shall be paid to Adams in annual installments for life and shall
be based on Adams' life expectancy as determined under Section 1.72-9 of the
Income Tax Regulations. It is understood by and between the parties hereto that
in calculating Adams' annual supplemental retirement benefit the reduction from
Adams' Final Base Salary shall be applied hereunder notwithstanding the fact
that Adams may not actually receive distribution or payment from one or more of
the sources from which reductions are determined.
B. Commencement of Payments. Except as provided below with respect
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to Section II. D., the first payment of the annual supplemental retirement
benefit required under Section II shall be made within ninety (90) days
following the date such benefit becomes payable. Such first payment shall be
prorated on a calendar year basis from the date that the annual
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supplemental retirement becomes payable. Payments thereafter shall be paid
annually on the 15th day of January.
Payments required under Section II. D. shall begin on the 15th day of
January following the year of Adams' death and shall be made annually thereafter
on the 15th day of January for the period of time specified under Section II. D.
or in a lump sum if so provided under Section II. D.
Neither UBS nor any affiliated or successor entity to UBS shall be
entitled to a refund or a recoupment of any amounts distributed or paid pursuant
to the terms of this Agreement.
C. Social Security Adjustments. Any annual supplemental retirement
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benefit required to be paid pursuant to this Agreement shall be annually
adjusted to reflect any annual increases or decreases in Social Security
benefits or in any other programs which supplement or replace Social Security.
IV. NO REDUCTION BASED ON OTHER RETIREMENT BENEFITS
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Payment required to be made pursuant to this Agreement shall not be
reduced or in any manner changed in the event that Adams shall become entitled
to or have any interest in any retirement or deferred compensation benefits
under any qualified or non-qualified plan or arrangement except as expressly
provided herein.
V. MISCELLANEOUS PROVISIONS
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A. Prior Agreements. This Agreement represents the entire agreement
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between the parties, and all prior representations, promises or statements are
merged with and into this document.
B. Amendments. Any amendments to this Agreement must be in writing
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and signed by all parties hereto.
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C. Governing Law. All questions pertaining to the construction,
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validity and effect of this Agreement shall be determined in accordance with the
Laws of the United States and to the extent not preempted by such laws by the
laws of West Virginia.
D. Headings. The headings used in this Agreement are used solely
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for the convenience of the parties and are not to be used in construing or
interpreting the Agreement.
E. Severability of Provisions. The effect of a determination by a
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court of competent jurisdiction that one or more of the contract clauses is or
are found to be unenforceable, illegal, contrary to public policy, or otherwise
unenforceable, then this Agreement shall remain in full force and effect except
for such clauses.
F. Authority to Execute Documents. The undersigned representative
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of UBS certifies and represents that he is authorized to enter into this binding
agreement with Adams.
G. Waiver of Breach. A waiver of a breach of any provision of this
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Agreement by any party shall not be construed as a waiver of subsequent breaches
of that provision. No requirement of this Agreement may be waived except in
writing by the party adversely affected.
H. Binding Effect and Assignability. This Agreement shall inure to
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the benefit of, and shall be binding upon, the parties hereto and their
respective successors, assigns, heirs and legal representatives, including any
entity with which UBS may merge or consolidate or to which it may transfer all
or substantially all of its assets. Insofar as Adams is concerned, the benefits
payable hereunder or the right to receive future benefits under this Agreement
may not be assigned, anticipated, alienated, pledged, encumbered or subjected to
any charge or legal process.
I. Employment Contract. Nothing contained in this Agreement shall
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be construed to alter, or in any manner change, the terms of the Employment
Agreement.
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WITNESS the following signatures:
UNITED BANKSHARES, INC.
By /s/ Russell L. Isaacs
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Its Chairman of the Compensation Committee
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/s/ Richard M. Adams
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RICHARD M. ADAMS
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