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FORM OF EXECUTIVE COMPENSATION AMENDMENT AGREEMENT

Executive Compensation Plan Agreement

FORM OF EXECUTIVE COMPENSATION AMENDMENT AGREEMENT | Document Parties: WesBanco Bank, Inc | WesBanco, Inc You are currently viewing:
This Executive Compensation Plan Agreement involves

WesBanco Bank, Inc | WesBanco, Inc

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Title: FORM OF EXECUTIVE COMPENSATION AMENDMENT AGREEMENT
Governing Law: West Virginia     Date: 3/11/2009
Industry: Regional Banks     Sector: Financial

FORM OF EXECUTIVE COMPENSATION AMENDMENT AGREEMENT, Parties: wesbanco bank  inc , wesbanco  inc
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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:

 

1 .

Recitals . The recitals set forth above are hereby incorporated into this Agreement and made a part hereof.

 

2.

Compensation Arrangement Amendments .

(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


 
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