EXHIBIT 10.1
WESBANCO,
INC.
KEY
EXECUTIVE
INCENTIVE BONUS & OPTION
PLAN
STOCK OPTION AGREEMENT
_______________________
(Employee)
STOCK OPTION
AGREEMENT
THIS
STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of the date shown on the cover page (the "Grant Date") by and
between WESBANCO, INC. (the "Company"), a West
Virginia corporation having its principal place of business in
Wheeling, West Virginia, and _____________________
(the "Optionee"), an employee of the Company or one or more of its
Subsidiaries.
WHEREAS, the Company desires to have the Optionee serve
as an employee of the Company or its Subsidiary and to provide the
Optionee with an incentive to put forth maximum effort for the
success of the business;
WHEREAS, the Company has adopted the Wesbanco, Inc. Key
Executive Incentive Bonus & Option Plan (the "Plan") to attract
and retain highly competent employees and to provide an incentive
in motivating selected employees to achieve long-term corporate
objectives. Capitalized terms used in this Agreement, unless
otherwise defined herein, shall have the meanings given to such
terms in the Plan; and
WHEREAS, this Agreement sets forth the terms and
conditions applicable to options to purchase shares of Stock
granted the Optionee under the Plan as of ___________(the "Grant
Date").
NOW,
THEREFORE, accordingly, intending to be legally bound
hereby, the parties agree as follows:
ARTICLE
I
Grant of
Options
1.1 Subject to the terms and conditions of this
Agreement, the Company hereby grants to the Optionee as of the
Grant Date the right and option to purchase from the Company up to,
but not exceeding in the aggregate, _____ shares of Stock, at an
option price of $_____ per share (the "Options"), and for the
period beginning on the Grant Date and ending at the close of
business on ___________ (the "Option Term").
1.2
The Options are intended to be
nonqualified stock options. The options evidenced hereby are not
subject to the requirements or federal income tax treatment
described in Section 422 of the Internal Revenue Code of 1986, as
amended.
ARTICLE
II
Vesting, Exercise and Tax
Withholding
2.1
Unless sooner vested or terminated
pursuant to this Agreement, the Options granted to the Optionee
hereunder shall vest in accordance with the following
schedule:
The Committee,
within its discretion and under such terms as it may deem
appropriate, may permit the Optionee, if he terminates by reason of
Retirement and that Retirement is with the consent of the Board, to
become fully vested or to continue to become vested in the Options
during the two year period following his retirement. On and after
the date Options have vested, they may be exercised, in whole or in
part, at any time and from time to time during the Option Term,
subject to earlier termination in accordance with Article III. Upon
the termination of any of the Options pursuant to Article III, the
Options so terminated shall cease to be exercisable and the
Optionee shall have no further rights under this Agreement with
respect to the Options so terminated.
2.2
If a Change of Control (Capitalized
terms not herein defined shall be as defined in the Plan adopted
February 13, 1998) occurs at a time when there remain any Options
that have not previously been vested or terminated in accordance
with this Agreement, all of those unvested Options shall vest and
become fully exercisable on the date of the Change of
Control.
2.3
The Committee, in its sole
discretion, shall have the right (but shall not in any case be
obligated), exercisable at any time after the Grant Date, to vest
the Options, in whole or in part, prior to the time the Options
would otherwise vest under the terms of this Agreement.
2.4
Vested Options shall be exercised
by the Optionee by delivering to the Company a Notice in the form
set forth as Exhibit A hereto, together with a check payable to the
order of the Company and/or shares of Stock that have been held by
the Optionee for at least six months prior to the date of exercise,
with a stock power executed in blank, equal in value to the option
price of the shares being purchased. Shares of Stock surrendered in
exercise of the Option shall be valued at their Fair Market Value
on the date of exercise. If the Stock is publicly traded at the
time of any exercise, payment of the exercise price may also be
made in accordance with a "cashless" exercise program, if
established by the Company, under which, if so instructed by the
Optionee and if in the opinion of the Company, such
åcashlessæ exercise would not violate any applicable
law, the Company would issue Stock directly to the Optionee's
broker or dealer upon receipt of an irrevocable written notice of
exercise from the Optionee specifying that shares subject to the
Options are to be applied in payment of the exercise price for
Options.
2
2.5
In the event the Company determines
in good faith that the Company must withhold tax with respect to an
exercise of options hereunder, the Company shall notify the
Optionee of the amount of withholding tax or other tax, if any,
that must be paid under federal and, where applicable, state and
local law in connection with the exercise of the Options or the
sale of shares of Stock subject to the Options. The Optionee shall
have the right to elect to meet his withholding requirement (i) by
having withheld from the Options at the time of exercise that
number of shares of Stock, rounded up to the next whole share,
whose Fair Market Value is equal to the amount of withholding taxes
due, (ii) by direct payment to the Company in cash of the amount of
any taxes required to be withheld with respect to such exercise or
(iii) by a combination of shares and cash.
2.6
Prior to delivery of any
certificate representing Shares acquired under this Stock Option
Agreement and as a further condition to any exercise of Options
evidenced hereby, the Optionee shall execute and agrees to be bound
by any agreement then in effect among the shareholders of the
Company dealing with rights and liabilities of shareholders of the
Company and/or the disposition or voting of Shares.
ARTICLE
III
Termination of
Employment
3.1
In event of the termination of
employment of the Optionee by the Optionee for any reason other
than death, Disability, Retirement or by the Company (i) prior to
the occurrence of a Change in Control for reasons other than Cause
or (ii) after the occurrence of a Change in Control for any reason
(as such initially capitalized terms are defined in the Plan), (i)
any Options that were not vested prior to the date of such
termination of employment shall terminate on such date and (ii) any
Options that were vested prior to the date of such termination of
employment (and which were not previously exercised) shall
terminate on the ninetieth (90th) day following the date of such
termination of employment or the last day of the Option Term,
whichever is earlier.
3.2
In the event of the termination of
the employment of the Optionee by reason of death, Disability or
Retirement, those unexercised Options that were not vested prior to
the date of such termination of employment, except as may otherwise
be permitted by the Committee at the time of termination of
employment, shall be forfeited and shall not become vested at any
time ther
