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EXHIBIT 10.3
NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
THIS NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (this
"Agreement")
is made as of the 1st day of April, 2004 by
and between WESBANCO BANK, INC. (the
"Company") and PHILIP R. TEUSINK (the
"Employee").
WHEREAS, Employee is employed by Cornerstone Bank (the "Bank")
pursuant to an Employment Agreement dated
September 30, 1999, as amended by
Agreements dated November 24, 2000,
December 17, 2001, October 17, 2002 and
October 28, 2003 (collectively the
"Agreements"), and
WHEREAS, the Bank is a wholly owned subsidiary of Western Ohio
Financial Corporation ("WOFC") which has
entered into an Agreement and Plan of
Merger dated the 1st day of April, 2004,
with Wesbanco, Inc. ("Wesbanco") which
provides for the merger (the "Bank Merger")
of the Bank with and into Wesbanco's
banking subsidiary, the Company, and
WHEREAS, effective upon consummation of such Bank Merger, the
parties
desire to mutually terminate the
Agreements, enter into a new two (2) year
Employment Agreement in the form attached
hereto as Exhibit A and provide for a
non-competition and confidentiality
agreement to insure the competitive position
of the Company subsequent to said Bank
Merger.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants set forth herein, and the further
payment of the sum of Ninety-five
Thousand Two Hundred Thirty-eight Dollars
($95,238.00) to be paid as of the
effective date of the Bank Merger
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whereupon this Agreement shall become
effective, the parties to this Agreement
agree as follows:
1. ACKNOWLEDGMENTS. The Employee acknowledges that: (a) the Company
is
presently engaged in the following
businesses: (i) financial services, real
estate, commercial and consumer lending and
related financial services and
products; and (ii) other related products
and services (collectively, the
"Present Business of the Company"); (b) as
a key employee of the Company, the
Employee has been and will continue to be
in a position of trust and confidence
in which the Employee has been and will
learn of, have access to, and develop
proprietary, confidential, and trade secret
information related to the business
and operation of the Company; (c) the
Company would be seriously and irreparably
injured by unauthorized or inappropriate
disclosure of any such information; (d)
the documents and information regarding the
Company's customers, suppliers,
services, products, techniques, methods of
operation, business plans and
forecasts, sales, pricing, and costs are
highly confidential and constitute
trade secrets; (e) the Employee has
developed and will further develop
relationships of special trust and
confidence with the Company's customers and
its employees, and such relationships of
trust and confidence are of great value
and importance to the Company and are for
the Company's exclusive benefit; (f)
in exchange for the covenants and other
promises made by the Employee in this
Agreement the Employee has received
valuable rights; (g) the Employee has read
and understands the provisions of this
Agreement and the Employee has been given
an opportunity for the Employee's legal
counsel to review this Agreement; and
(h) the provisions of this Agreement are
reasonable.
2. DISCLOSURE OF CONFIDENTIAL INFORMATION. Confidential
Information
(as defined below) shall at all times
remain the property of the Company. The
Employee will
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safeguard and maintain on the premises of
the Company, to the extent possible in
the performance of the Employee's work for
the Company, all documents and things
that contain or embody Confidential
Information. Except as required as part of
the Employee's duties to the Company, the
Employee will not, during the
Employee's employment by the Company or
thereafter, directly or indirectly use,
divulge, disseminate, disclose, lecture
upon, or publish any Confidential
Information without having first obtained
written permission from the Company to
do so. Upon termination of employment, or
upon request by the Company, the
Employee will deliver to the Company all
materials containing Confidential
Information then in the Employee's
possession or under the Employee's control.
"Confidential Information" shall mean all information disclosed to
the
Employee or known by the Employee as a
consequence of or through the Employee's
employment by the Company, which is not
generally known in the industry in which
the Company and/or an affiliate (i.e.,
another company the majority interest of
which is owned by the Company or by a
direct or indirect parent or subsidiary of
the Company) is or may become engaged,
about the Company's or an affiliates'
business, products, processes, and
services, including but not limited to
information relating to research,
development, inventions, computer program
designs, flow charts, source and object
codes, products and services under
development, pricing and pricing
strategies, marketing and selling strategies,
power generating, servicing, purchasing,
accounting, engineering, costs and
costing strategies, sources of supply,
customer lists, customer requirements,
business methods or practices, training and
training programs, and related
documentation. It includes, but is not
limited to, proprietary information and
trade secrets of the Company and its
affiliates. It will be presumed that
information supplied to the Company and
its
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affiliates from outside sources is
Confidential Information unless and until it
is designated otherwise.
3. RESTRICTIONS ON COMPETITION. The Employee covenants and agrees
that
while employed by the Company and for a
period of one (1) year from and after
the effective date of the Bank Merger,
whichever is longer, the Employee shall
not engage, directly or indirectly, whether
as principal or as agent, officer,
director, employee, consultant,
shareholder, independent contractor, or
otherwise, alone or in association with any
other domestic or foreign person,
corporation or other entity, in a Competing
Business (as defined below) located
in the state of Ohio and which maintains an
office within a radius of fifty (50)
miles of the City of Springfield; provided,
however, that the Employee shall
have the right to accept employment with a
Competing Business whose business is
diversified (the "Diversified Business"),
if the employment is with a part of
the Diversified Business which is not a
Competing Business and if, prior to
accepting such employment, the Employee
furnishes written assurances reasonably
satisfactory to the Company from the
Diversified Business and from the Employee
that the Employee will not render services
directly or indirectly in connection
with any Competing Business. The term
"Competing Business" shall mean any
person, corporation, or other entity
engaged in (i) the Present Business of the
Company (as defined in Section 1 of this
Agreement), or (ii) any other business
in which the Company or an
