<PAGE>
EXHIBIT 10.7
EMPLOYMENT, CONSULTING AND NON-COMPETITION AGREEMENT
THIS AGREEMENT,
made this ____ day of __________, 2004, by and between
WESBANCO, INC., a West Virginia
corporation, party of the first part
(hereinafter called "Wesbanco") and JOHN W.
RAISBECK, of Springfield, Ohio,
party of the second part (hereinafter
called "Executive").
WHEREAS,
Executive has heretofore served as the Chief Executive Officer
of
Western Ohio Financial Corporation ("WOFC")
for a significant number of years
and in that capacity has established
significant contacts and relationships with
customers of WOFC and its subsidiaries, as
well as with banking institutions in
markets served by WOFC, and
WHEREAS, WOFC
and Wesbanco have executed an Agreement and Plan of Merger
dated the ___ day of March 2004, (the
"Merger Agreement"), providing for the
acquisition of the company by Wesbanco and
the merger of WOFC's operating
subsidiaries with and into existing
entities of Wesbanco (the "Merger"); and
WHEREAS, WOFC
covers Executive under the Western Ohio Financial Corporation
Deferred Compensation Plan (the "Deferred
Plan"); and
WHEREAS, WOFC
and Executive have determined that it is in their mutual best
interests to amend the Deferred Plan;
and
WHEREAS,
Wesbanco and WOFC recognize Executive's ability to contribute
to
the smooth integration of WOFC into the
Wesbanco group following the Merger and
desire to provide for the continued
full-time employment of Executive for a
period of one year after the Merger and to
provide that he will consult with
Wesbanco and refrain from competing with or
soliciting for business the
customers or employees of Wesbanco for an
additional two year period after the
Merger and to make certain changes in
Executive's employment arrangements with
WOFC that Executive and WOFC should enter
into this employment agreement (this
"Agreement");
NOW, THEREFORE,
THIS AGREEMENT WITNESETH: That for and in consideration of
the mutual promises and covenants
hereinafter contained, the parties hereto do
hereby agree as follows:
1. EMPLOYMENT
PERIOD. Wesbanco agrees to employ Executive as its Market
President for the Springfield market
("Market President"), and Executive agrees
to work in the employ of Wesbanco, subject
to the terms and conditions of this
Agreement, for the period commencing on the
Effective Time (as defined in the
Merger Agreement) (the "Effective Date")
and ending on the one year anniversary
of the Effective Date (the "Employment
Period"). After the Employment Period,
the Executive shall refrain from competing
with Wesbanco and shall be available
for consultations with the Chief Executive
Officer of Wesbanco on reasonable
notice as described in Section 4(a)(ii) and
4(b) below. The parties agree that
the position of Market President is a
position that requires substantial skill,
training and knowledge generally and more
particularly of the operations,
employees, customers and the banking market
in the Springfield, Ohio area where
Executive will be employed and that the
annual compensation set forth in Section
2(b) is reasonable
<PAGE>
compensation in light of those
requirements. The parties also acknowledge that
the Executive will be supervised in his
performance of these duties by senior
management of Wesbanco and that, as
supervised, his position will be different
and his job description will be changed and
reduced accordingly.
2. TERMS OF
EMPLOYMENT WITH WESBANCO.
(a) Position and Duties.
(i) During the Employment Period, and excluding any periods of
vacation and
sick leave to which Executive is entitled under the policies
of Wesbanco
giving credit, for these purposes, to Executive for his years
of service with
WOFC, Executive shall devote his full business time and
attention to the
business of Wesbanco as conducted in the Springfield
market and to
the successful integration of the then former WOFC into the
business and
operations of Wesbanco, including, but not limited to the
preservation of
the reputation, customers and employees of WOFC as the
reputation,
customers and employees of Wesbanco, and such other tasks and
duties that are
commensurate with Executive's title, status, skills and
experience, that
may, from time to time, be assigned by the Board of
Directors of
Wesbanco (the "Board"), and are consistent with the tasks and
duties performed
by Executive prior to the Effective Date.
(ii) Executive's employment duties with Wesbanco shall be
performed
substantially at the site of WOFC's offices and branches in the
Springfield,
Ohio, market, excepting such business meetings with Wesbanco
managers in
Wheeling, West Virginia, on reasonable notice, and meetings of
the Wesbanco
Board of Directors as shall be deemed appropriate by Wesbanco.
Wesbanco shall
continue to provide Executive with office, secretarial and
other
administrative support that is substantially comparable to that
in
effect prior to
the Effective Date. All expenditures in connection with
Executive's
performance of his duties shall be reimbursed in accordance
with Wesbanco's
regular policy, including, but not limited to, costs and
expenses
incurred in attending meetings in Wheeling, West Virginia.
(iii) Executive may devote reasonable time to activities such
as
supervision of
personal investments and activities involving professional,
charitable,
educational, religious and similar types of activities,
speaking
engagements and membership on other boards of directors,
provided
such activities
do not interfere in any material way with the business of
Wesbanco. The
time involved in such activities shall not be treated as
vacation time.
Executive shall be entitled to keep any amounts paid to him
in connection
with such activities (e.g., director fees and honoraria).
(b) Compensation. During the Employment Period, Executive shall
receive an annual base salary ("Base
Salary") of at least $299,550. The Base
Salary shall be payable in periodic
installments in accordance with the Wesbanco
payroll practices applicable to senior
executives of Wesbanco.
(c) Benefits. During the Employment Period, Executive shall
continue
to receive employee benefits and
perquisites comparable to those that Executive
received prior to
- 2 -
<PAGE>
the Effective Date hereof. Wesbanco shall
provide or cause to be provided death
and disability benefits with respect to the
Executive as follows:
(i) Death Benefit. In the event the Executive dies prior to the
third
anniversary of the Effective Time, Wesbanco shall pay directly
from
the general
assets of Wesbanco or cause to be paid through a policy of life
insurance
purchased for such purpose by Wesbanco (but not including any
group-term life
insurance provided as an employee benefit in accordance
with company
policy) or a combination of the foregoing, in each case as
determined by
Wesbanco, to the surviving spouse of Executive promptly after
Wesbanco
receives notice of Executive's death, a death benefit in a lump
sum cash amount
equal to $550,000 less the aggregate amount of all payments
made to the
Executive under Sections 2 and 4 of this Agreement prior to the
date of his
death.
(ii) Disability Benefit. If Executive becomes Disabled (as
defined below)
prior to the third anniversary of the Effective Time,
Wesbanco shall
pay directly from its general assets or through a policy of
disability
insurance purchased by Wesbanco for such purpose (but not
including any
long-term disability insurance provided as an employee
benefit in
accordance with company policy) or a combination of the
foregoing, in
each case as determined by Wesbanco, a disability benefit
equal in
aggregate amount to $550,000 less the aggregate amount of all
payments made to
the Executive under Sections 2 and 4 of this Agreement
prior to the
date of his Disability. For purposes of this Agreement,
"Disability"
shall mean the inability of Executive to provide services
under this
Agreement for reasons relating to a physical or mental injury,
disease or
condition as determined by a physician selected by Executive.
The date of the
Disability as determined by such physician shall be the
"Disability
Effective Date". Disability benefits shall be paid in
twenty-four
monthly installments with each installment paid on the first
business day of
the month and equal to the disability benefit determined
under the first
sentence of this subsection (ii) divided by 24.
3. TERMINATION
OF EMPLOYMENT.
(a) Date of Termination. "Date of Termination of Employment" shall
be
(i) if Executive's employment is terminated
by Wesbanco for any reason, the date
of receipt of the Notice of Termination or
any other date specified by Wesbanco
in such Notice of Termination; (ii) if
Executive's employment is terminated by
Executive's resignation, the date of
receipt of the Notice of Termination; and
(iii) if Executive's employment is
terminated by reason of death or Disability,
the Date of Termination shall be the date
of death of Executive or the
Disability Effective Date, as the case may
be.
(b) Death or Disability. Executive's employment and consulting
obligations shall terminate automatically
upon Executive's death.
(c) Resignation. Executive may terminate his employment and his
consulting obligations by resigning,
provided that he gives Wesbanco at least 10
days prior written notice. If the Executive
resigns without Good Reason,
Wesbanco will owe Executive only amounts
earned or accrued through the date of
such resignation.
- 3 -
<PAGE>
(d) Notice of Termination. Any termination by Wesbanco or by
Executive
shall be communicated by Notice of
Termination to the other party hereto given
in accordance with Section 15(a).
4. OBLIGATIONS
OF THE PARTIES UPON EMPLOYMENT TERMINATION.
(a) Obligations of Wesbanco.
(i) If Executive's employment If Executive's employment and/or
consulting
obligations terminate for reason of his death or Disability,
Wesbanco shall
pay or cause to be paid the Death Benefit or the Disability
Benefit, as the
case may be. If the Executive's employment shall terminate
for any reason
other than Cause or a resignation for Good Reason (as such
terms are
defined below) during the Employment Period, Wesbanco shall pay
to Executive in
a lump sum in cash within 10 days: (A) all Base Salary that
would have been
payable to Executive during the Employment Period, (B) any
unreimbursed
business expenses incurred by Executive on Wesbanco's behalf,
(C) any unpaid
accrued vacation, and (D) any other amounts required to be
paid under any
benefit plan or program in which Executive participates or
any other
amounts mandated by law.
(ii) Beginning on the Effective Date, Wesbanco shall pay
Executive
(hereinafter referred to as "Non-Compete and Consulting Fees")
in
an amount equal
to $10,000.00 per month for 25 months on the first business
day of each such
month.
(iii) To the extent not theretofore paid or provided, Wesbanco
shall timely pay
or provide to Executive any other amounts or benefits
required to be
paid or provided or that Executive is eligible to receive
under any plan,
program, policy or practice or other contract
