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EXHIBIT 10.2
Employment Contract dated January 1, 1999 between First West
Virginia Bancorp, Inc. and Charles K. Graham
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EMPLOYMENT AGREEMENT
THIS AGREEMENT made in duplicate on this 1st day of January, 1999
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.
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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 $76,204.00 per annum for a period of three years
commencing on the date hereof, payable in equal monthly
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;
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(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.
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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
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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.
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CHARLES K. GRAHAM
FIRST WEST VIRGINIA BANCORP, INC.
BY: Laura G. Inman
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ITS CHAIRMAN OF THE BOARD