EXHIBIT 10.4
AMENDED AND RESTATED
WESBANCO BANK, INC.
SALARY CONTINUATION AGREEMENT
THIS AMENDED AND RESTATED SALARY CONTINUATION
AGREEMENT is made
this ____ day of ________, 2005, by and between
WESBANCOBANK, INC. , a
state-chartered commercial bank located in Wheeling, West Virginia
(the "Company") and ____________ (the "Executive").
WITNESSETH
WHEREAS, the
parties had entered into a Salary Continuation Agreement dated
April 14, 2000 to encourage the Executive to remain an employee of
the Company under which the Company was willing to provide salary
continuation benefits to the Executive from its general assets
under certain circumstances;
WHEREAS, the
parties amended that Salary Continuation Agreement by amendment
dated _____ __, 2005 to eliminate a Change in Control benefit under
the Salary Continuation Agreement; and
WHEREAS, the
parties intend here by to conform the Salary Continuation Agreement
with the Section 409A of the Code (as defined herein) and guidance
issued thereunder and to restate the Salary Continuation Agreement
to include both the conforming changes for Section 409A and the
amendment.
AGREEMENT
The Executive and the
Company agree as follows:
Article
1
Definitions
Whenever used in this Agreement, the following
words and phrases shall have the meanings specified:
1.1
"Code" means the Internal Revenue Code of 1986, as
amended.
1.2 "Disability" means, if the
Executive is covered by a Company sponsored disability policy,
total disability as defined in such policy without regard to any
waiting period. If the Executive is not covered by such a policy,
Disability means the Executive suffering a sickness, accident or
injury which, in the judgment of a physician satisfactory to the
Company, prevents the Executive from performing
substantially
all of the Executive's normal duties for the Company. As a
condition to receiving any Disability benefits, the Company may
require the Executive to submit to such physical or mental
evaluations and tests as the Company's Board of Directors deems
appropriate. Notwithstanding the foregoing, in any case in which
Section 409A may apply, a Disability will not be deemed to occur
unless the Executive is unable to engage in substantial gainful
activity for a period of 12 months due to a medically determinable
physical or mental impairment or, due to such impairment, is
receiving disability benefits for a period of three months under a
plan provided by the Company to its employees.
1.3 "Early Termination" means the
Termination of Employment before Normal Retirement Age for reasons
other than death, Disability, Termination for Cause.
1.4 "Early Termination Date" means the
month, day and year in which Early Termination occurs.
1.5
"Effective Date" means, for the initial Salary
Continuation Agreement, April 14, 2000 and, for this Amended and
Restated Salary Continuation Agreement, ______________ ___,
2005.
1.6 "Normal
Retirement Age" means the Executive's 65th
birthday.
1.7 "Normal Retirement Date" means the
later of the Normal Retirement Age or Termination of
Employment.
1.8 "Plan Year" means a twelve-month
period commencing on April 14th and ending on April 13th of each
year. The initial Plan Year shall commence on the effective date of
this Agreement.
1.9 "Salary" means the annual
remuneration the Executive receives as base salary, but before
deductions authorized by the Executive or required by law to be
withheld from the Executive by the Company such as income taxes or
Social Security taxes.
1.10
"Termination for Cause" See Section 5.2.
1.11 "Termination of Employment" means
that the Executive ceases to be employed by the Company for any
reason whatsoever other than by reason of a leave of absence, which
is approved by the Company. For purposes of this Agreement, if
there is a dispute over the employment status of the Executive or
the date of the Executive's Termination of Employment, the Company
shall have the sole and absolute right to decide the
dispute.
Article
2
Lifetime
Benefits
2.1 Normal Retirement Benefit. Upon
Termination of Employment on or after the Normal Retirement Age for
reasons other than death, the Company shall pay to the Executive
the benefit described in this Section 2.1 in lieu of any other
benefit under this Agreement.
2
2.1.2 Payment of Benefit. The Company
shall pay the annual benefit to the Executive in 12 equal monthly
installments payable on the first day of each month commencing with
the month following the Executive's Normal Retirement Date. The
annual benefit shall be paid to the Executive for 10
years.
2.2 Early Termination/Retirement
Benefit. Upon Early Termination/Retirement, the Company shall
pay to the Executive the benefit described in this Section 2.2 in
lieu of any other benefit under this Agreement.
2.2.1 Amount of Benefit. The benefit
under this Section 2.2 is the Early Termination/Retirement Annual.
Benefit set forth in Schedule A for the Plan Year ending
immediately prior to the Termination of Employment, determined by
vesting the Executive in 100 percent of the Accrual Balance. Any
increase in the annual benefit under Section 2.1.1 shall require
the recalculation of this benefit on Schedule A.
2.2.2 Payment of Benefit. The Company
shall pay the annual benefit to the Executive in 12 equal monthly
installments payable on the first day of each month commencing with
the month following Normal Retirement Age. The annual benefit shall
be paid to the Executive for 10 years. The Company, in its sole and
absolute discretion, may begin annual payments or make a lump sum
payment of this benefit at any time, calculating the present value
of said benefit using a discount rate equal to the 10-Year U.S.
Treasury Bill rate and monthly compounding.
2.3 Disability Benefit. If the
Executive terminates employment due to Disability prior to Normal
Retirement Age, the Company shall pay to the Executive the benefit
described in this Section 2.3 in lieu of any other benefit under
this Agreement.
2.3.1 Amount of Benefit. The annual
benefit under this Section 2.3 is the Disability Annual Benefit set
forth in Schedule A for the Plan Year ending immediately prior to
the date in which the Termination of Employment occurs, determined
by vesting the Executive in the Normal Retirement Benefit. Any
increase in the annual benefit under Section 2.1.1 would require
the recalculation of this benefit on Schedule A.
2.3.2 Payment of Benefit. The Company
shall pay the annual benefit to the Executive in 12 equal monthly
installments payable on the first day of each month commencing with
the month following Normal Retirement Age. The annual benefit shall
be paid to the Executive for 10 years.
2.4 Section 409A of the Code. If, in
the opinion of the Company, Section 409A of the Code applies to
payments of any benefit under this Article 2, the Company may defer
the initial
