EXHIBIT 10.22
FORM OF EXECUTIVE COMPENSATION
AMENDMENT AGREEMENT
This Executive Compensation
Amendment Agreement (this “Agreement”) is made and
entered into as of November , 2008,
by and between WesBanco Bank, Inc. (“Bank”), WesBanco,
Inc. (“WesBanco”) and
(the “Executive”). The Bank, WesBanco and Executive are
sometimes referred to in this Agreement individually as a
“Party” and collectively as the
“Parties.”
W I T N E S S E T H:
W HEREAS , during the course of the Executive’s
employment and after the Executive ceases to be employed by
WesBanco or the Bank, the Executive is entitled to certain
compensation and other benefits pursuant to the WesBanco Key
Executive Incentive Bonus and Option Plan (the “Incentive
Plan”), an Employment Agreement dated
, an Amended and Restated Change in Control Agreement dated
, an Amended and Restated Salary Continuation Agreement dated
, and other benefit plans, arrangements and agreements with
WesBanco or the Bank (collectively, the “Compensation
Arrangements”);
W HEREAS , WesBanco has applied to participate in the
Capital Purchase Program (“CPP”) of the Troubled Asset
Relief Program authorized by the Emergency Economic Stabilization
Act of 2008 (“EESA”);
W HEREAS , as a condition to WesBanco’s
participation in the CPP, WesBanco is required to modify or
terminate certain benefit plans, arrangements and agreements to the
extent necessary to be in compliance with the executive
compensation rules of Sections 111 and 302 of the EESA (the
“EESA Executive Compensation Requirements”), the
regulations of the U.S. Department of the Treasury thereunder (the
“Treasury Regulations”) and the rules and
interpretations of the Internal Revenue Service under
Section 280G(e) of the Internal Revenue Code of 1986, as
amended (the “IRS Rules” and, together with the EESA
Executive Compensation Requirements and the Treasury Regulations,
the “CPP Executive Compensation
Requirements”);
W HEREAS , the Parties intend hereby to amend all of the
Executive’s Compensation Arrangements to comply with the CPP
Executive Compensation Requirements in accordance with the terms
and provisions of this Agreement;
N OW ,
T HEREFORE
, in consideration of the mutual
covenants contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which the Parties
acknowledge, and intending to be legally bound, the Parties agree
as follows:
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1
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Recitals
. The recitals set forth above are hereby
incorporated into this Agreement and made a part hereof.
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2.
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Compensation Arrangement
Amendments .
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(a) Golden Parachute Payment
Prohibition . All of the Executive’s Compensation
Arrangements are hereby amended such that no payments will be made
to the Executive to the extent such payments would constitute a
“parachute payment” under Section 280G(e) of the
Internal Revenue Code of 1986, as amended (“Code”), the
Treasury Regulations and the IRS Rules.
(b) Determination of Payment
Limit . Within 20 days after any “applicable severance
from employment” (as defined in Section 30.9(b) of the
Treasury Regulations and in the IRS Rules) of the Executive,
WesBanco and the Bank shall, at their expense, engage
WesBanco’s principal outside accounting firm (the
“Accounting Firm”) to determine whether, if not for the
limitations contained in this Agreement, any of the
Executive’s Compensation Arrangements would entitle Executive
to any payments that would constitute a “parachute
payment” under Section 280G(e) of the Code, the Treasury
Regulations and the IRS Rules. If the Accounting Firm so
determines, it will render an opinion to that effect
which