EXHIBIT 10.1
FORM OF EXECUTIVE COMPENSATION
AMENDMENT AGREEMENT
THIS
EXECUTIVE COMPENSATION AMENDMENT AGREEMENT (this “Agreement”) is made and
entered into as of March __, 2009, 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:
Whereas
, 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 _____, a Change in
Control Agreement dated______, a Salary Continuation Agreement
dated ____ and other benefit plans, arrangements and agreements
with WesBanco or the Bank (collectively, the “Compensation
Arrangements”);
Whereas
, WesBanco is a participant in the
Capital Purchase Program (“CPP”) of the Troubled Asset
Relief Program authorized by the Emergency Economic Stabilization
Act of 2008 (“EESA”);
Whereas,
in connection with and as a
condition to WesBanco becoming a CPP participant, the Parties
entered into an Executive Compensation Amendment Agreement, dated
_______, 2008 (the “Former Agreement”) to comply with
the requirement that WesBanco 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 (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”);
Whereas
, the American Recovery and
Reinvestment Act of 2009 (the “ARRA”), which was signed
into law on February 17, 2009, contains additional requirements
relating to compensation paid by institutions participating in TARP
including those, like WesBanco, that became TARP participants
before the ARRA was enacted;
Whereas
, the ARRA requires that the
Secretary of Treasury promulgate regulations to implement the
compensation requirements included in the ARRA (the “ARRA
Regulations”);
Whereas
, the Parties intend hereby to amend
all of the Executive’s Compensation Arrangements to comply
with the (i) CPP Executive Compensation Requirements, (ii) ARRA and
(iii) the ARRA Regulations as currently in effect or as may be
adopted or amended after the date of this Agreement, in accordance
with the terms and provisions of this Agreement;
Now,
Therefore , 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)
Limit on Incentive Compensation . All of the
Executive’s Compensation Arrangements are hereby amended such
that no bonus, retention award or incentive compensation will be
paid to or accrued for the Executive except as permitted under the
ARRA and the ARRA Regulations.
(b)
Golden Parachute Payment Prohibition . To the
extent required by ARRA and the ARRA Regulations, 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. In addition, in accordance with and to the extent
required by the ARRA and ARRA Regulations, all of the
Executive’s Compensation Arrangements are hereby amended such
that no payments (other
