NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

 

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                                                                    EXHIBIT 10.5

 

                  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 WILLIAM E. WHITMOYER (the "Employee").

 

          WHEREAS, Employee is employed by Cornerstone Bank (the "Bank")

pursuant to an Employment Agreement dated February 13, 2002, as amended by

Agreements dated October 28, 2003 and January 16, 2004 (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 One Hundred

Fifteen Thousand Five Hundred Dollars ($115,500.00) to be paid as of the

effective date of the Bank Merger whereupon this Agreement shall become

effective, the parties to this Agreement agree as follows:

 

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          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 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

 

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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 affiliates from outside sources is

Confidential Information unless and until it is designated otherwise.

 

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          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