EXHIBIT 10.2
Employment Contract dated January 1, 1998 between First West
Virginia Bancorp, Inc. and Charles K. Graham
EMPLOYMENT AGREEMENT
THIS AGREEMENT made in duplicate on this 1st day of January, 1998
between FIRST WEST VIRGINIA BANCORP, INC., a West Virginia corporation,
(Bancorp), and CHARLES K. GRAHAM, (Executive).
W I T N E S S E T H :
WHEREAS, Bancorp is desirous of employing Executive in the capacity
hereinafter stated, and Executive is desirous of entering into the employ of
Bancorp and its subsidiaries in such capacity, for the period and on the terms
and conditions set forth herein:
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and conditions herein contained, the parties hereto, intending to be
legally bound, do hereby agree as follows:
1. EMPLOYMENT
Bancorp does hereby employ Executive as its Executive Vice President
and Executive does hereby accept the employment as Executive Vice
President of Bancorp upon the terms herein set forth.
Executive shall exercise (subject to the control of the Board of
Directors and Stockholders) a general supervision of the affairs of
Bancorp and its subsidiaries and shall devote his full business time
and attention to the business and affairs of Bancorp and its
subsidiaries and use his best efforts to promote the interests of
Bancorp and/or its subsidiaries.
Executive shall discharge his duties faithfully and to the best of his
ability, and generally shall perform all duties incident to the office
or offices, and such other duties as may be assigned to him by the
Board of Directors.
Executive shall hold such other office of offices in Bancorp or its
subsidiaries as the Board of Directors may elect or appoint him to and
perform the duties of such offices.
2. TERM
Executive's employment hereunder shall be effective from and after the
date hereof and shall continue for three (3) years hereafter, unless
earlier terminated as provided herein.
3. COMPENSATION
In consideration for all services to be rendered by Executive to
Bancorp and any of its subsidiaries:
(a) Bancorp shall cause to be paid to Executive a salary of no less
than $73,704.00 per annum for a period of three years commencing
on the date hereof, payable in equal bi-weekly installments.
Prior to the first and second anniversaries hereof, the Board of
Directors shall review Executive's salary and make such
adjustments in the rate thereof as it shall deem appropriate.
All references herein to compensation to be paid to Executive are
to the gross amounts thereof which are due hereunder. Bancorp
shall cause to be deducted therefrom all taxes which may be
required to be deducted or withheld under any provision of the
law (including but not limited to Social Security payments and
income tax withholding) now in effect or which may become
effective anytime during the term of this Agreement. Executive
may participate in any health (including medical and major
medical insurance), accident and disability insurance programs
which Bancorp may maintain for the benefit of Bancorp executive
employees.
4. TERMINATION
The term of this Agreement is three (3) years as above provided. In
the event of termination of the employment of Executive by Bancorp for
any reason other than a cause defined below, Executive shall be
entitled to the full compensation provided by this Agreement. In the
event of voluntary termination by the Executive, his compensation
shall cease on the effective date of such termination. As used
herein, the term "cause" shall mean:
(a) A willful and intentional act of Executive intended to inure or
having the effect of injuring the reputation, business or
business relationship of Bancorp;
(b) Any breach of any covenant contained in this Agreement by
Executive;
(c) Repeated or continuous failure, neglect or refusal to perform by
Executive of his duties hereunder;
(d) Commission by Executive of any act or any failure by Executive to
act involving serious criminal conduct or moral turpitude or
which reflects materially and adversely on Bancorp.
5. CHANGE OF CONTROL OR DUTIES
If Executive terminates his employment following a Change of Control
or a Change of Duties, or if he terminates his employment following
both a Change of Control and a Change of Duties, he shall be entitled
to receive certain severance benefits,. A Change of Duties is defined
as:
(a) Any assignment of the Executive to any duties other than those
specified in this Agreement;
(b) Removal, without cause, of Executive from any position specified
in this Agreement;
(c) A reduction in his compensation or fringe benefits; or
(d) A change in the location of his employment without his consent
following a Change of Control.
A Change of Control is defined as:
(a) The acquisition by any person or group outside the present
Directors and their beneficial ownership of twenty percent (20%)
or more of the stock of Bancorp subsequent to the date of this
Agreement;
(b) The approval of Bancorp of an agreement for the merger of Bancorp
into another corporation not controlled by Bancorp;
(c) The entry by Bancorp into an Agreement for the sale of
substantially all of the assets of Bancorp to a Third party; or
(d) The approval by stockholders of a plan of liquidation of Bancorp.
In such event, Executive shall be entitled to payment of five(5)
times his then current annual base salary and to his incentive
compensation payments not yet received. He shall also be
completely vested in any supplemental retirement benefits then in
existence, and any other fringe benefits, including life,
accident, disability, health and dental insurance plans then in
existence and, if applicable, at the time of termination, use of
an automobile maintained by Bancorp shall be continued by Bancorp
for three (3) years following the date of his termination. If
the employment of the Executive is terminated by reason of
disability, he shall continue to receive his base salary and
incentive
compensation payments and shall remain eligible for participation
of any of Bancorp's life, accident disability, health and dental
insurance plans then in existence for (6) months from the time of
his disability.
6. INSURANCE
Bancorp, in its sole discretion, may apply for insurance in its own
name and for its own benefit covering executive for life, medical or
disability insurance, in any amount deemed advisable and Executive
shall have no right, title or interest therein. Executive shall
submit to any required examination and shall execute and assign and/or
deliver such application and policies necessary to effectuate such
insurance coverage.
7. NOTICES
All notices, requests, demands and other communication hereunder shall
be in writing, and shall be deemed to have been duly given if
personally delivered or mailed:
(a) If to Executive, addressed to him at 8 Nottingham Drive,
Wheeling, WV 26003.
(b) If to Corporation, addressed to it at: Bancorp, P.O. Box 4075,
Wheeling, WV 26003, or to such other place as either party may
notify the other.
8. CONSTRUCTION OF AGREEMENT
This Agreement was executed by the parties in accordance with and
shall be governed and interpreted in accordance with the laws of West
Virginia.
9. BENEFITS AND BURDENS
This Agreement shall inure to the benefit of and be binding on
Bancorp, its successors and assigns, and any corporation which Bancorp
may merge or consolidate or to which Bancorp may sell substantially
all of its business and assets, and shall inure to the benefit of and
be binding on Executive, his executor, administrators, heirs and legal
representatives. Since Executive's duties and services hereunder are
special, personal and unique in nature, Executive may not transfer,
sell or otherwise assign his rights, obligations or benefits under
this Agreement.
10. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
relating to the subject
matter hereof and supersedes all previous discussions, negotiations
and agreements between the parties, whether written or oral, with
respect to the subject matter hereof. This Agreement cannot be
modified, altered or amended except by a writing, signed by both
parties.
11. SEVERABILITY
If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or enforceability shall not affect or
impair the validity or enforceability of the remaining provisions of
this Agreement, which shall continue to be bound thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the year and date first above written.
/s/ Charles R. Graham
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CHARLES K. GRAHAM
FIRST WEST VIRGINIA BANCORP, INC.
BY:/s/ George F. Beneke
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ITS CHAIRMAN OF THE BOARD