AMENDED AND RESTATED UNITED
BANKSHARES, INC.
MANAGEMENT STOCK BONUS PLAN
THIS
AMENDED AND RESTATED MANAGEMENT STOCK BONUS PLAN, dated this
day of
, 2008, by UNITED BANKSHARES, INC., a West Virginia
corporation (“UBI”), for the purpose of encouraging
those employees to whom stock is reserved hereunder to continue in
the employ of UBI and to continue to make substantial contributions
to the success of UBI in the future.
WHEREAS, this Plan was originally adopted April 10,
1989 and it is hereby amended and restated
, 2008, provided, however, that all provisions applicable to
compliance under Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) shall be effective as of
January 1, 2005, with such amendment and restatement intended
to bring the terms of the Plan into compliance with the
requirements of Section 409A of the Code, said
Section 409A having been enacted pursuant to the American Jobs
Creation Act of 2004 and revised pursuant to the Pension Protection
Act of 2006, and notwithstanding any other provisions of this
amended and restated Plan, this amendment applies only to amounts
that would not otherwise be payable in 2006, 2007 or 2008 and shall
not cause (i) an amount to be paid in 2006 that would not
otherwise be payable in such year, (ii) an amount to be paid
in 2007 that would not otherwise be payable in such year, or
(iii) an amount to be paid in 2008 that would not otherwise be
payable in such year.
(a)
“Board” shall mean the Board of Directors of
UBI.
(b)
“Bonus Shares” shall mean the shares of common
stock of UBI reserved pursuant to Section 2 hereof and
distributed to a Participant pursuant to Section 3
hereof.
(c)
“Executive Committee” shall mean the Executive
Committee of the Board as appointed from time to time by the Board.
No member of the Executive Committee . shall be eligible for selection as an employee
for whom Bonus Shares may be reserved pursuant to this Plan at any
time while he or she is serving on the Executive
Committee.
(d)
“Participant” shall mean an employee of UBI or a
Subsidiary for whom Bonus Shares have been reserved pursuant to
this Plan, or his or her designated beneficiary, surviving spouse
or personal representative.
(e)
“Plan” shall mean the United Bankshares, Inc.,
Management Stock Bonus Plan, dated April 10, 1989, as amended and
restated
, 2008.
(f)
“Subsidiary” or
“Subsidiaries” shall mean a corporation or
corporations of which UBI owns, directly or indirectly, shares
having a majority of the voting power for the election of
directors.
(g)
“Disability” or “Disabled”
— a Participant shall be considered disabled if the
Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or has lasted or can be expected to
last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than
3 months under an accident and health plan covering employees
of the Corporation or an Affiliate. In addition, notwithstanding
any of the foregoing, the terms “Disability” and
“Disabled” shall be interpreted under this Plan in a
manner consistent with the requirements of Code
Section 409A.
(h)
“Specified Employee” means, in the case of any
Participant meeting the requirements of Code
Section 416(i)(1)(A)(i), (ii) or (iii) (applied in
accordance with the regulations thereunder and disregarding section
416(i)(5)) at any time during the 12 month period ending on
any Specified Employee Identification Date, which shall be
December 31 of each calendar year, (or otherwise meeting the
requirements applicable to qualification as a ‘Specified
Employee’ under Code Section 409A and the regulations and
guidance issued thereunder,) that such Participant shall, for
purposes of this Plan, thereafter be a Specified Employee under
this Plan for the period of time consisting of the entire 12-month
period beginning on the Specified Employee Effective Date, and said
Specified Employee Effective Date shall be the first day of the
fourth month following the Specified Employee Identification
Date.
(i)
“Separation from Service” means the severance of
Participant’s employment with the UBI or Affiliate for any
reason. A Participant separates from service with the UBI or
affiliate if he or she dies, retires, separates from service
because of the Participant’s Disability, or otherwise has a
termination of employment with the UBI or Affiliate. However, the
employment relationship is treated as continuing intact while the
Participant is on military leave, sick leave, or other bona fide
leave of absence if the period of such leave does not exceed six
months, or if longer, so long as the Participant’s right to
reemployment with UBI or Affiliate is provided either by statute or
by contract. If the period of leave exceeds six months and the
Participant’s right to reemployment is not provided either by
statute or by contract, the employment relationship is deemed to
terminate on the first date immediately following such six-month
period. Notwithstanding the foregoing, where a leave of absence is
due to any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last
for a continuous period of not less than six months, where such
impairment causes the employee to be unable to perform the duties
of his or her position of employment or any substantially similar
position of employment, a 29-month period of absence shall be
substituted for such six-month period. In addition, notwithstanding
any of the foregoing, the term “Separation from
Service” shall be interpreted under this Plan in a manner
consistent with the requirements of Code Section 409A
including, but not limited to (i) an examination of the
relevant facts and circumstances, as set forth in Code
Section 409A and the regulations and guidance thereunder, in
the case of any performance of services or availability to perform
services after a purported termination or Separation from Service,
(ii) in any instance in which such Participant is
participating or has at any time participated in any other plan
which is, under the aggregation rules of Code Section 409A and
the regulations and guidance issued thereunder, aggregated with
this Plan and with respect to which amounts deferred hereunder and
under such other plan or plans are treated as deferred under a
single plan, (hereinafter sometimes referred to as an
“Aggregated Plan” or together as the “Aggregated
Plans,”) then in such instance Participant shall only be
considered to meet the
requirements of
a Separation from Service hereunder if such Participant meets
(a) the requirements of a Separation from Service under all
such Aggregated Plans and (b) the requirements of a Separation
from Service under this Plan which would otherwise apply
(iii) in any instance in which a Participant is an employee
and an independent contractor of the Company or any Affiliate or
both the Participant must have a Separation from Service in all
such capacities to meet the requirements of a Separation from
Service hereunder, although, notwithstanding the foregoing, if a
Participant provides services both as an employee and a member of
the Board of Directors of UBI or any Affiliate or both or any
combination thereof, the services provided as a director are not
taken into account in determining whether the Participant has had a
Separation from Service as an employee under this Plan, provided
that no plan in which such Participant participates or has
participated in his capacity as a director is an Aggregated Plan
and (iv) a determination of whether a Separation from Service
has occurred shall be made in accordance with Treasury Regulations
Section 1.409A-1(h)(4) or any similar or successor law,
regulation of guidance of like import, in the event of an asset
purchase transaction as described therein.
2. BONUS SHARE RESERVE . There shall be established a
Bonus Share Reserve to which shall be credited up to 500 shares of
the common stock of UBI per employee selected by the Executive
Committee to participate herein, per year of participation. The
initial reserve of 500 shares per Participant shall be made in any
event not later than December 31 of the year in which an
employee is selected to participate hereunder and an additional 500
shares of common stock of UBI shall be reserved hereunder in each
of the four (4) years following the employee’s initial
year of participation, not later than December 31 of each such
year.
In
the event that the shares of common stock of UBI should, as a
result of a stock split or stock dividend or combinations of shares
or any other change, or exchange for other securities, by
reclassification, reorganization, merger, consolidation,
recapitalization or otherwise, be increased or decreased or changed
into or exchanged for a different number or kind of shares of stock
or other securities of UBI or of another corporation, the shares in
the Bonus Share Reserve shall be appropriately adjusted to reflect
such action. If any such adjustments shall result in a fractional
share, such fraction shall be disregarded.
Upon
the distribution of shares hereunder pursuant to Section 3
hereof, this Reserve shall be reduced by the number of shares so
distributed. All Bonus Shares reserved in accordance with this Plan
shall be fully paid and non-assessable and free from preemptive
rights.
3. PARTICIPANTS — DISTRIBUTIONS OF BONUS SHARES
. The Executive Committee, in its sole discretion, shall select
employees for participation hereunder. In selecting employees the
Executive Committee shall consider their position with UBI or a
Subsidiary, their responsibility, the value and potential value of
their services to UBI and such other factors as the Executive
Committee deems pertinent.
Subject
to the restriction, forfeiture and distribution provisions of
Section 4 hereunder, and provided that the Participant has
not, prior to a distribution date hereunder had a Separation from
Service or become Disabled, distributions of common stock reserved
hereunder shall be made to a Participant, subject to the provisions
of Section 4(e) below
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