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EXHIBIT 10.6
AGREEMENT
THIS AGREEMENT,
made and entered into this 1st day of April, 2004, by and
between WESBANCO BANK, INC., hereinafter
referred to as "Bank" and WILLIAM E.
WHITMOYER, hereinafter referred to as
"Employee", and WESBANCO, INC., a West
Virginia corporation, hereinafter referred
to as "Wesbanco".
WHEREAS,
Employee is serving as an executive officer of Cornerstone Bank
as
of the date hereof and it is anticipated
that Cornerstone Bank will be merged
with and into Bank (the "Merger"); and
WHEREAS, the
Bank wishes to assure itself of the Employee's full time
employment and continuing services in an
executive capacity.
WITNESSETH THAT:
In consideration of the mutual promises and undertakings
hereinafter set forth, the parties hereto
agree as follows:
1. OFFER OF
EMPLOYMENT. The Bank agrees to, and hereby does, continue the
employment of Employee at Bank in an
executive capacity. In that capacity,
Employee shall be answerable to the Board
of Directors of the Bank and such
other officers of Wesbanco, the parent
company of the Bank, as the Board of
Directors of Wesbanco shall direct.
Employee shall perform such duties,
compatible with his employment under the
Agreement, as the Bank, and Wesbanco,
from time to time may assign to him.
2. COMPENSATION.
As compensation for the performance of the services
specified in Paragraph (1) and the
observance of all of the provisions of this
Agreement, the
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Bank agrees to pay Employee, and Employee
agrees to accept, the following
amounts and benefits during his term of
employment:
(A) Salary at a rate to be determined by the Board of Directors of
the
Bank, with notice to be
given to employee in April of each calendar year,
but in no event
shall Employee's salary be less than One Hundred Fifteen
Thousand Five
Hundred Dollars ($115,500.00) per year, plus any increases
granted by the
Board of Directors after the date hereof, and payable in
equal biweekly
installments; and
(B) Such other miscellaneous benefits and perquisites as the
Bank
provides to its
executive employees generally.
3. ACCEPTANCE OF
EMPLOYMENT. Employee accepts the employment provided for
herein, at the salary set forth above, and
agrees to devote his talents and best
efforts to the diligent, faithful, and
efficient discharge of the duties of his
employment, and in furtherance of the
operations and best interests of Bank, and
observe and abide by all rules and
regulations promulgated by Bank for the
guidance and direction of its employees and
the conduct of its business,
operations, and activities.
4. TERM OF
AGREEMENT. The employment term provided for herein shall
consist
of a term of two (2) years, beginning on
the effective date of the Merger and
ending on the second anniversary of such
date whereupon this Agreement shall
terminate and Employee shall become an "at
will" employee of the Bank in
accordance with the Personnel Policies of
the Bank in effect at such time.
5.
CONFIDENTIALITY. Employee agrees that such information concerning
the
business, affairs, and records of Bank as
he may acquire in the course of, or as
incident to, his
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employment hereunder, shall be regarded and
treated as being of a confidential
nature, and that he will not disclose any
such information to any person, firm,
or corporation, for his own benefit or to
the detriment of Bank, during the term
of his employment under this Agreement or
at any time following the termination
thereof.
6. MISCELLANEOUS
BENEFITS. This Agreement is not intended, and shall not be
deemed to be in lieu of any rights,
benefits, and privileges to which Employee
may be entitled as an Employee of Bank
under any retirement, pension, profit
sharing, insurance, hospital, bonus,
vacation, or other plan or plans which may
now be in effect or which may hereafter be
adopted by Bank, it being understood
that Employee shall have the same rights
and privileges to participate in such
plans and benefits, as any other employee,
during the period of his employment.
7. BINDING
EFFECT. This Agreement shall inure to the benefit of and be
binding upon Bank's successors and assigns,
including, without limitation, any
company or corporation which may acquire
substantially all of Bank's assets or
business, or with, or into which Bank may
be merged or otherwise conso