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Exhibit 10.1
EMPLOYMENT AGREEMENT
This Agreement is made as of the 30th day of September, 2003, by
and
between PENDLETON COUNTY BANK, a West Virginia corporation (the
"Bank"), WILLIAM
A. LOVING ("Employee"), and joined in by Allegheny Bancshares,
Inc.
("Allegheny"), parent of "Bank"..
RECITALS
The Bank desires to employ Employee, and Employee desires to
provide
services to the Bank, upon the terms and conditions hereinafter set
forth.
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual covenants and
promises
contained herein, the parties hereto, each intending to be legally
bound hereby,
agree as follows:
1) Employment
a) The Bank hereby employs Employee and Employee hereby accepts
such
employment. During the term of Employee's employment under this
Agreement (the "Employment Term"), Employee shall serve as the
Chief
Executive Officer of the Bank, and shall perform such duties as
are
reasonably requested from time to time by the Board of Directors
of
the Bank.
b) Employee represents to the Bank that he is not subject, or a
party, to
any employment agreement, non-competition covenant,
non-disclosure
agreement or any other agreement, covenant, understanding or
restriction of any nature which would prohibit Employee from
executing
this Agreement and performing fully his duties and
responsibilities
hereunder, or which would in any manner, directly or indirectly,
limit
or affect the duties and responsibilities which may now or in
the
future be assigned to Employee by the Bank.
2) Performance. Employee shall devote his entire business efforts
to the
performance of his duties hereunder; provided, however, that
Employee may
engage in any of the following activities so long as they do not
interfere
with the performance of his duties hereunder: (i) serve on such
civic,
charitable or trade association boards or committees; and (ii)
manage his
personal investments.
3) Term. The Employment Term shall begin on the date hereof and
shall continue
until September 30, 2006 ("Anniversary Date") and shall
automatically renew
for additional three (3) year periods, unless terminated prior
thereto in
accordance with Sections 5 or 6 of this agreement or either party
gives
notice, at least 90 days prior to the Anniversary Date, of their
intent not
to renew this agreement.
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4) Compensation for Employment
a) The basic annual rate of compensation of Employee for his
employment
services during the Employment term shall be One Hundred
Twenty-Five
Thousand and no/100 Dollars ($125,000.00) (such amount, as adjusted
in
accordance with this Section 4(a), is referred to herein as the
"Salary"), which the Bank shall pay to Employee in equal
installments
in accordance with the normal payroll policies of the Bank. The
Salary
may be adjusted upward on an annual basis as the Board of
Directors
may approve, in its sole discretion, but the Salary shall not
be
decreased.
b) During the Employment Term, the Bank shall reimburse Employee
for
reasonable expenses incurred in connection with the performance of
his
services hereunder and the Bank shall provide Employee with
fringe
benefits that are substantially equivalent, but not limited to
the
fringe benefits specified in "Exhibit A" hereto (the "Fringe
Benefits").
5) Termination Without Compensation
a) Total Disability. If employee becomes totally disabled (as
defined
below), the Bank may terminate the Employment Term by notice to
the
Employee, and as of the termination date, defined as the date
Employee
is eligible for Long Term Disability coverages under bank's plan,
the
Bank shall have no further liability or obligation to Employee
hereunder except as follow: Employee shall receive: (i) any
unpaid
Salary, Fringe Benefits and bonuses that have accrued through the
date
of termination; and (ii) whatever benefits that he may be entitled
to
receive under any then existing disability benefit plans of the
Bank,
including any such plans included in the Fringe Benefits. For
the
purposes hereof, Employee shall be deemed to be "totally disabled"
if
Employee is considered totally disabled under any group
disability
plan maintained by the Bank and in effect at that time, or in
the
absence of any such plan, under applicable Social Security
regulations. In the event of any dispute under this Section
5(a),
Employee shall submit to a physical examination by a licensed
physician mutually satisfactory to the Bank and Employee, the cost
of
such examination to be paid by the Bank, and the determination of
such
physician shall be conclusive.
b) Death. If Employee dies, this Employment Agreement shall
terminate on
the date of death, and thereafter the Bank shall not have any
further
liability or obligation to Employee, his executors,
administrators,
heirs, assigns or any other person claiming under or through
him,
except that Employee's estate shall receive any unpaid Salary,
Fringe
Benefits and bonuses that have accrued through the date of
termination.
c) Cause. The Bank may terminate the Employment Term for "cause"
by
giving Employee notice of the termination date (which may be
immediate), and as of the termination date, the Bank shall not
have
any further liability or obligation to Employee, except that
Employee
shall receive any unpaid Salary and fringe Benefits that have
accrued
through the date of termination. For purposes of this
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Agreement, "cause" shall mean: (i) the failure of Employee to
observe
or perform (other than by reason of illness, injury or incapacity)
any
of the material terms or provisions of this Agreement; (ii) the
failure of Employee to comply fully with the lawful directives of
the
Board of Directors of the Bank (the "Board"); (iii) willful
misconduct; (iv) material neglect of the business of the Bank;
(v)
conviction of a felony or other crime involving moral turpitude;
(vi)
misappropriation of funds; or (vii) habitual insobriety or drug
addiction. In the case of a termination for "cause," the notice
of
termination shall specify the basis for the Bank's determination
of
"cause". Any act or failure to act based upon authority given
pursuant
to a resolution duly adopted by the Board or based upon the advice
of
counsel for the Bank shall be conclusively presumed to be done,
or
omitted to be done, by the Executive in good faith and in the
best
interests of the Bank. It is also expressly understood that the
Executive's attention to matters not directly related to the
business
of the Bank shall not provide a basis for termination for
Cause.
Notwithstanding the foregoing, the Executive shall not be deemed
to
have been terminated for Cause unless and until there shall have
been
delivered to him a copy of a resolution duly adopted by the
affirmative vote of a majority of the Board at a meeting of the
Board
called and held for such purposes (after reasonable notice to
the
Executive and an opportunity for him, together with his counsel, to
be
heard before the Board), finding that in the good faith opinion of
the
board the Executive was guilty of the conduct set forth above
and
specifying the particulars thereof in detail.
d) Resignation. Employee shall have the right to terminate the
Employment
Term at any time by giving the Bank 90 days notice of the
termination
date. Under such circumstances, the Bank shall not have any
further
liability or obligation to Employee, except that Employee shall
receive any unpaid Salary and Fringe Benefits that have accrued
through the date of termination.
6) Termination With Compensation. The Bank shall have the right to
terminate
the Employment term without cause at any time by giving Employee 60
days
notice of the termination date. Under such circumstances, the Bank
shall
continue to pay to Employee based upon the Salary at time of notice
of
termination earned in the prior year and provide to Employee the
Fringe
Benefits which it is permitted by law to provide through the
earlier of:
(i) the end of the Employment Term; or (ii) twelve (12) months
after such
date of termination. Such period is referred to herein as the
"Pay-Out
Period" and the Salary and the Fringe Benefits to be provided under
this
Section 6 are referred to herein as the "Termination Compensation".
As of
the termination date, the Bank shall not have any further liability
or
obligation to Employee other than to continue providing the
Termination
Compensati
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