This Termination Agreement involves
Title: SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS
Governing Law: West Virginia Date: 11/16/2009
Industry: Regional Banks Sector: Financial
SEPARATION AGREEMENT AND RELEASE
AND WAIVER OF CLAIMS
This SEPARATION AGREEMENT AND RELEASE (the “Agreement”) made this 3rd day of November, 2009, by and between RALPH E. COFFMAN, JR. (hereinafter referred to as “Employee”) and WESBANCO BANK, INC. , a West Virginia banking corporation (hereinafter referred to as “Bank”).
W I T N E S S E T H
WHEREAS, the Employee has been employed by Bank as a Regional President; and,
WHEREAS, Bank and Employee desire to have a written agreement stating the terms applicable to the Employee’s separation from employment, and resolving and settling any and all actual or possible differences, disputes, or claims between them, including, but not limited to, those arising from or relating to the employment relationship and the separation of that relationship; and
NOW, THEREFORE, for and in consideration of the premises and mutual promises and agreements contained herein, together with other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, it is mutually agreed as follows:
1. Separation from Employment . Employee agrees to separate from employment effective October 27, 2009, as a result of the elimination of his position.
2. Consideration .
(a) Bank agrees to pay to Employee nine (9) months of salary, more specifically, One Hundred Sixty-four Thousand Four Hundred Twenty-three Dollars and Fifteen Cents ($164,423.15) gross pay, less payroll withholdings, on or about seven (7) days after execution of the Agreement.
(b) Bank agrees to pay for its share of health insurance premiums for nine (9) months of continued health coverage. During this period, Employee must pay his co-premium for his coverage. Employee must tender a check for the appropriate amount made payable to WesBanco Bank, Inc., c/o Rebecca Michalo, at WesBanco Bank, Inc., One Bank Plaza, Wheeling, WV 26003. The check must be received no later than the first day of each month. If the Employee does not pay his portion of the premium required for this medical coverage, the coverage will end. If Employee becomes re-employed during this nine (9) month period and is eligible for health insurance benefits with his new employer, Employee must immediately inform Employer.
Thereafter, if eligible, the Employee may continue health insurance coverage at his own cost as a result of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).
3. Other Benefits . Bank will pay the Employee all other benefits to which the Employee is entitled under applicable benefit programs. The Employee further acknowledges that he has been provided with such information as he deems necessary to determine his rights, if any, under Bank’s various employee benefit plans and policies.
4. Outplacement Services – Bank will provide and pay for outplacement services to Career Curve for senior level services to include at a minimum, coaching, utilization of on-line services, marketing plan, résumé and interview preparation. Bank will pay up to Five Thousand Dollars ($5,000.00) to Career Curve for such services in order for Employee to secure a position.
5. Release of Claims . In consideration of the foregoing, the Employee hereby agrees to release and waive any and all claims or demands (whether known or unknown) which currently exist, arising out of, or connected with, Employee’s employment with Bank and the separation of his employment, including, but not limited to, all matters in law, in equity, in contract (oral or written, express or implied), or in tort, (excluding Workers’ Compensation and any claim for employee benefits to which Employee is entitled as of the last day of Employee’s active employment under the express terms of the employee benefit plan) against Bank, any of its parents, subsidiaries, and affiliates or predecessors in interest and any employee benefit plan sponsored by any of them, and the officers, employees, directors, shareholders, fiduciaries and agents of any of them, along with the successors, assigns and heirs of any of the foregoing persons or entities (collectively referred to as the “Releasees”) arising from Employee’s separation from employment. It is specifically understood and agreed between the Employee and Bank that this release and waiver includes any claims or rights to which the Employee may have been entitled and specifically encompass claims arising under any and all federal, state, or local statutory or common laws including, but not limited to, claims arising under any public policy or contract, or any statutory, tort or common law, or any provision of state, federal or local law including, but not limited to, those under the laws of the States of West Virginia, Ohio and Pennsylvania, including, but not limited to, the West Virginia Human Rights Act; W.Va. Code § 5-11-1, et seq .; the Ohio Civil Rights Commission; the Pennsylvania Human Relations Act; the Codified Ordinances of the City of Wheeling; the Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964, as amended; the Fair Labor Standards Act of 1938; the Civil Rights Act of 1866; Equal Pay Act of 1963; the Civil Rights Act of 1991; Title 42, United States Code, Sections 1981-1988; the Rehabilitation Act of 1973; the Vietnam Era Veteran’s Readjustment Act of 1986; the Family and Medical Leave Act; the West Virginia Wage Payment and Collection Act; West Virginia Minimum Wage and Maximum Hours Act; the Age Discrimination and Employment Act of 1967; the Older Worker Benefits Protection Act; the Employee Retirement Income Security Act of 1974; all as amended; Title 41 of the Ohio Revised Code, specifically Chapter 4112; Title 47 of the Pennsylvania Statutes, specifically Chapter 17; and Chapter 21 of the West Virginia Code.
However, the parties acknowledge that the Employee is not waiving any rights or claims that may arise after this Agreement is executed; provided, however, that the Employee shall be precluded from recovering for the future effects of discrimination or other actions or inactions which occurred or should have occurred prior to this Agreement. Additionally, the Employee waives and releases any right he may have to recover any damages resulting from any action or suit instituted on his behalf by the Equal Employment Opportunity Commission, the Ohio Civil Rights Commission, the West Virginia Human Rights Commission, or other fair employment practices agencies.
6. Employee’s Rights . The Employee specifically acknowledges that on the
3rd day November, 2009, officials of Bank presented him with this Agreement, thereby informing him of the amounts to which he was entitled upon separation from his employment and explained to him that, in addition to those amounts, Bank would provide the consideration stated herein if, and only if, the Employee (i) executes this Agreement and releases and waives any and all claims he might have against the Releasee as defined herein; (ii) does not revoke this Agreement, as described below; and (iii) otherwise strictly abides by the terms of this Agreement. The Employee further acknowledges that he has been advised by Bank that he (i) has the right to consult an attorney of his own choice; (ii) has a minimum of 21 days to consider this document before signing it; and (iii) has seven days after he signs this Agreement within which to revoke it, and that the Agreement shall not become effective or enforceable until seven days following the date of the Employee’s signature.
The toll free telephone number of the West Virginia State Bar’s Lawyer Information Referral Service is 1-800-642-3617. The toll free telephone number of the Ohio State Bar Association is 1-800-282-6556. The toll free telephone number of the Pennsylvania Bar Lawyer Referral Service is 1-800-692-7375.
The Employee specifically recognizes that, by signing this Agreement, he is waiving any rights to receive any remedial or monetary relief, including without limitation, back pay, front pay, emotional distress damages, reinstatement, damages for injury to reputation, pain and suffering or loss of future income, or punitive damages as a consequence of any charge or complaint filed with the Equal Employment Opportunity Commission, the Ohio Civil Rights Commission, the West Virginia Human Rights Commission, or any similar state or federal agency.
Excluded from this Separation Agreement and Release and Waiver of Claims are my claims which cannot be waived by law, including but not limited to the right to file a charge with or participate in an investigation conducted by certain government agencies. I do, however, waive my right to any monetary recovery should any agency pursue any claims on my behalf. I represent and warrant that I have not filed any complaint, charge, or lawsuit against Bank with any governmental agency and/or any court.
In addition, I agree never to sue Bank in any forum for any claim covered by the above release and waiver language, except that I may bring a claim under the ADEA to challenge this Separation Agreement and Release and Waiver of Claims. If I violate this Separation Agreement and Release and Waiver of Claims by suing Bank, other than under ADEA, I shall be liable to Bank for its reasonable attorney’s fees and other litigation costs and expenses incurred in defending against such a suit.
7. No Admission of Liability . The parties agree that this Agreement and the offer to enter into this Agreement are not, and shall not be construed in any way as, or deemed to be, an admission by the Bank or any of the Releasees of any act of wrongdoing or admission of liability or responsibility at any time or in any manner whatsoever. The parties further agree that this Agreement may not be used in any action between the Employee and the Bank or any of the Releasees, other than for the enforcement of this Agreement or as evidence of a waiver by the Employee.
8. Program Not to Benefit Others . The parties acknowledge that the Employee’s right to the separation pay settlement described herein shall be determined exclusively under the provisions stated herein, and this Agreement is not intended to, and does not, create rights for the benefit of any other employee or person.
9. Business Planning . Employee recognizes that, as a matter of business planning, Bank routinely reviews and evaluates various proposals for changes in compensation, retirement, and severance programs, as well as proposals for special exit incentive programs. Employee further recognizes that some of the proposals, if adopted and finally implemented, might be more advantageous or less advantageous than the Agreement presently being offered to Employee. Unless and until such changes are formally announced by Bank, no one is authorized to give assurances that