EXHIBIT
10.2
CONSULTING AGREEMENT
THIS AGREEMENT, made effective this 1st day of October,
2008, by and between WESBANCO BANK, INC., a West Virginia
banking corporation, party of the first part (hereinafter called
“Wesbanco”), and KRISTINE N. MOLNAR, of
Wheeling, West Virginia, party of the second part (hereinafter
called “Consultant”).
WHEREAS, the Consultant has worked for a number of years as
an executive officer of Wesbanco in a full-time capacity and is a
party to an Employment Agreement dated the 2nd day of January, 1998
and an Amended and Restated Change in Control Agreement dated
November 22, 2005, both of which it is contemplated would be
terminated by agreement of the parties thereto upon execution of a
Transition Agreement and Release and Waiver of Claims to be
executed by the parties as of the date of execution of this
Agreement (the “Transition Agreement”), and
WHEREAS, effective September 30, 2008, Consultant will
transition from full-time to part time employment of Wesbanco,
and
WHEREAS, Wesbanco desires to retain the services of
Consultant in a part-time capacity, as hereinafter set forth, and
in connection with the continuing activities of Wesbanco, to be
assured of her services in connection therewith on the terms and
conditions hereinafter set forth, and
WHEREAS, Consultant is willing to provide such services in
accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That for and in
consideration of the mutual promises and covenants hereinafter
contained, the parties hereto do hereby agree as follows:
1. CONSULTING
RELATIONSHIP. Wesbanco hereby retains Consultant as a
part-time employee to render services (as hereinafter defined) as
may be requested from time to time by Wesbanco in conjunction with
its corporate community relations and community outreach
initiatives and activities, including representing Wesbanco on
various non-profit and economic development boards, commissions and
committees, and to provide assistance, counsel and advice in
business development and customer relationships with new and
existing customers of Wesbanco. Consultant hereby agrees to render
such services for the compensation herein provided, agrees to be
available at such times and in such places as are mutually
agreeable and with reasonable notice, as hereinafter defined, and
agrees to give her best efforts to such services so long as they
shall be required hereunder. “Reasonable notice”, for
purposes of this Agreement, shall mean an established schedule of
attendance at meetings of various boards, commissions and
committees, including meetings with the senior executive officers
of Wesbanco on a schedule mutually acceptable to the parties to
insure attention to the matters herein described. In no event,
however, shall Consultant be required to render services in excess
of forty (40) hours per month.
2.
COMPENSATION. Subject to the terms of this Agreement,
Consultant shall be paid compensation for services rendered
hereunder at a fixed amount of Fifty Thousand Dollars ($50,000.00)
per year, payable in bi-weekly payments in accordance with the
regular payroll system of Wesbanco. In addition, Consultant shall
be entitled to be reimbursed her reasonable and necessary business
expenses incurred in connection with the services to be performed
hereunder. Consultant shall also be entitled to receive such other
miscellaneous benefits and perquisites as the Bank provides to its
part-time employees generally. The annual compensation amount shall
be adjusted effective October 1, 2012, by the increase from
the October 1, 2008
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“CPI Index”
as hereinafter defined, to the CPI Index in effect as of
September 30, 2012. The percentage of increase shall be
multiplied times the annual compensation to determine the increased
amount payable hereunder. The “CPI Index” is defined as
the Consumer Price Index for All Urban Consumers issued by the
United States Bureau of Labor Statistics of the United States
Department of Labor (1982-84=100). In no event, however, shall the
increased amount exceed the sum of Ten Thousand Dollars
($10,000.00) so that the adjusted annual compensation amount cannot
exceed the sum of Sixty Thousand Dollars ($60,000.00). The adjusted
compensation amount shall then constitute the annual compensation
to be paid hereunder for the balance of the term of this Agreement.
This onetime adjustment in the annual compensation amount shall not
have the effect of reducing the annual payment below Fifty Thousand
Dollars ($50,000.00).
3.
TERM. The term of this Consulting Agreement shall be for
a specific term beginning on the first day of October, 2008, and
ending on the 31 st
day of December, 2016. Notwithstanding the term of this Agreement,
Consultant may terminate the agreement at any time upon sixty
(60) days prior written notice to Wesbanco, upon the
expiration of which time period, this Agreement shall terminate and
be of no further force and effect.
4.
SERVICES. The services to be provided by Consultant
hereunder shall consist of representing Wesbanco in its community
relations endeavors and activities and assisting in its community
outreach initiatives and shall include representing Wesbanco on
various non-profit and economic development boards, commissions and
committees, and in providing assistance, counsel, advice and
interaction with the executive officers of Wesbanco in business
development initiatives, establishing and maintaining customer
relationships, including initiatives in lending, wealth management,
treasury management and private banking services with new and
existing customers of Wesbanco. In conjunction with these services,
it is anticipated that Consultant
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will m
