Exhibit 10.1
AGREEMENT
THIS AGREEMENT, made and
entered into this 19th day of July, 2007, by and between OAK
HILL BANKS (hereinafter referred to as “Bank”), and
RALPH E. COFFMAN, JR. (hereinafter referred to as
“Employee”), and WESBANCO, INC., a West Virginia
corporation (hereinafter referred to as
“Wesbanco”).
WHEREAS, Employee is serving
as an executive officer of the Bank as of the date hereof and is a
party to an Employment Agreement dated January 1, 2006, by and
between Oak Hill Financial, Inc. (hereinafter referred to as
“Oak Hill”) which the Employee agrees he will mutually
terminate as of the effective date of the merger by Oak Hill with
and into Wesbanco upon payment by Wesbanco of the change in control
benefits provided under Paragraph 7(d) thereof, which the parties
agree shall be in the amount of Five Hundred Ten Thousand Dollars
($510,000), payable in a lump sum on the effective date of the
merger (the “Change in Control Payment”)
notwithstanding the continued employment of Employee, and
WHEREAS, the Bank wishes to
assure itself of the Employee’s full time employment and
continuing services in an executive capacity.
WITNESSETH THAT: In
consideration of the mutual promises and undertakings hereinafter
set forth, the parties hereto agree as follows:
1. OFFER OF
EMPLOYMENT . The Bank agrees to, and hereby does,
continue the employment of Employee at Bank in an executive
capacity. In that capacity, Employee shall
be
answerable to the Board of Directors of the Bank and such other
officers of Wesbanco, the parent company of the Bank, as the Board
of Directors of Wesbanco shall direct. Employee shall perform such
duties, compatible with his employment under the Agreement, as the
Bank, and Wesbanco, from time to time may assign to him.
2.
COMPENSATION . As compensation for the
performance of the services specified in Paragraph (1) and the
observance of all of the provisions of this Agreement, the Bank
agrees to pay Employee, and Employee agrees to accept, the
following amounts and benefits during his term of employment:
(A) Salary at a rate to be determined
by the Board of Directors of the Bank, with notice to be given to
employee in April of each calendar year, but in no event shall
Employee’s salary be less than Two Hundred Twenty-five
Thousand Dollars ($225,000.0) per year, plus any increases granted
by the Board of Directors after the date hereof, and payable in
equal biweekly installments;
(B) Minimum guaranteed incentive
bonus for the term of the Agreement in the amount of Thirty
Thousand Dollars ($30,000.00) payable as of the last day of the
term hereof; and
(C) Such other miscellaneous benefits
and perquisites as the Bank provides to its executive employees
generally.
3. ACCEPTANCE OF
EMPLOYMENT . Employee accepts the employment
provided for herein, at the salary set forth above, and agrees to
devote his talents and best efforts to the diligent, faithful, and
efficient discharge of the duties of his employment, and in
furtherance of the operations and best interests of Bank, and
observe and abide by all rules and
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regulations promulgated by Bank for the guidance and direction of
its employees and the conduct of its business, operations, and
activities.
4. TERM OF
AGREEMENT . The employment term provided for herein
shall consist of a term of one (1) year, with the initial term
beginning on the effective date of the merger of Oak Hill with and
into Wesbanco and terminating on the first anniversary thereof. The
term of this Agreement shall automatically be extended on each
anniversary of the beginning date of the term hereof for an
additional one year, thereby creating a new one (1) year term,
unless written notice of termination hereof is given by either
party at least ninety (90) days prior to the anniversary date
of the beginning date of this Agreement.
5.
CONFIDENTIALITY . Employee agrees that such
information concerning the business, affairs, and records of Bank,
Wesbanco or any affiliate thereof as he may acquire in the course
of, or as incident to, his employment hereunder, shall be regarded
and treated as being of a confidential nature, and that he will not
disclose any such information to any person, firm, or corporation,
for his own benefit or to the detriment of Bank, Wesbanco or any
affiliate thereof, during the term of his employment under this
Agreement or at any time following the termination thereof.
6. MISCELLANEOUS
BENEFITS . This Agreement is not intended, and shall
not be deemed to be in lieu of any rights, benefits, and privileges
to which Employee may be entitled as an employee of Bank under any
retirement, pension, profit sharing, insurance, hospital, bonus,
vacation, or other plan or plans which may now be in effect or
which may hereafter be adopted by Bank, it being understood that
Employee shall have the same rights and privileges to participate
in such plans and benefits, as any other employee, during the
period of his employment.
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7. BINDING
EFFECT . This Agreement shall inure to the benefit
of and be binding upon Bank’s successors and assigns,
including, without limitation, any company or corporation which may
acquire substantially all of Bank’s assets or business, or
with, or into which Bank may be merged or otherwise
consolidated.
8.
TERMINATION . The Employee’s employment
hereunder shall terminate upon the earliest to occur of any one of
the following:
(A) The expiration of the initial
term of this Agreement, or any extended term of this Agreement by
written notice of termination as provided in Paragraph
(4) hereof; or
(B) By the Bank for cause (as defined
below) or other than for cause, after thirty (30) days written
notice to Employee, provided that such termination may be immediate
upon notice in the case of a termination by the Bank for cause.
Cause for purposes of this Agreement shall mean as follows:
(i) An act of dishonesty, willful
disloyalty or fraud by the Employee that the Bank determines is
detrimental to the best interests of the Bank, Wesbanco or any
affiliate thereof; or
(ii) The Employee’s continuing
inattention to, neglect of, or inability to perform (other than as
a result of the Employee’s disability, as determined by the
Bank), the duties to be performed under this Agreement, or
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(iii) Any other breach of the
Employee’s covenants contained herein or of any of the other
terms and provisions of this Agreement, or
(iv) The deliberate and intentional
engaging by the Employee in gross misconduct which is materially
and demonstrably injurious to the Bank, Wesbanco or any affiliate
thereof.
(C) Employee shall have the right to
terminate this Agreement and his active employment hereunder at any
time after the expiration of the initial one (1) year term of
this Agreement upon ninety (90) days written notice to the
Bank.
(D) Upon the death of Employee, this
Agreement shall automatically terminate.
9. EFFECT OF
TERMINATION . In the event of a termination of this
Agreement, Employee shall be paid the following severance benefits,
payable promptly after the date of termination of his employment,
in the following manner:
(A) In the event that this Agreement
is terminated by the death of Employee, this Agreement shall be
deemed to have been terminated as of the date of such death except,
however, that Bank shall pay to the surviving spouse of Employee,
or in lieu thereof, to Employee’s estate, an amount equal to
six months of the base salary at his then current base rate,
provided, however, that if such death oc
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