Change in Control Agreement
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): April 28, 2006 (April 24,
2006)
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
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West
Virginia
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0-8467
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55-0571723
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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|
of
incorporation)
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Identification
No.)
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1
Bank Plaza, Wheeling, WV
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26003
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (304)
234-9000
Former
name or former address, if changed since last report Not
Applicable
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Change
in Control Agreement
On
April
24, 2006, WesBanco, Inc. (“WesBanco”) and WesBanco Bank, Inc.( the “Bank”),
entered into amended and restated change in control agreements with Peter W.
Jaworski, Executive Vice President and Chief Credit Officer, and Brent E.
Richmond, Executive Vice President - Treasury. The agreements set forth certain
terms and conditions upon the occurrence of a “change in control.” Absent a
“change in control,” the agreements do not require WesBanco or the Bank to
retain the executive in its employ or to pay any specified level of compensation
or benefits.
The
agreements provide that if a change in control of WesBanco or the Bank which
employs the employee occurs, WesBanco or the Bank will be obligated to continue
to employ the executive during the time period starting upon the occurrence
of a
change in control and ending one year thereafter (or, if earlier, at the
executive’s retirement date under established rules of WesBanco’s tax-qualified
retirement plan) (the “Term of Employment”).
If,
during the Term of Employment, the executive is discharged by WesBanco or the
Bank without cause or resigns for good reason, then the executive shall receive
a lump sum payment equal to one times (i) the highest rate of the executive’s
annual base salary in effect prior to the date of termination, and (ii) the
greater of the executive’s average annual bonus over the most recent one year
ending prior to the date of termination, or the executive’s bonus established
for the annual bonus plan year in which the date of termination occurs. If
the
executive is terminated during the Term of Employment for any reason other
than
cause, then for a period of 18 months from the date of termination, the
executive and/or the executive’s family will continue to receive insurance and
health care benefits equivalent to those in effect immediately prior to the
date
of the change in control, subject to reduction to avoid duplication with
benefits of a subsequent employer.
Generally,
and subject to certain exceptions, a “change in control” is deemed to occur if
(a) final regulatory approval is obtained for any party to acquire securities
of
WesBanco or the Bank representing 35% or more of the combined voting power
of
WesBanco or the Bank then outstanding securities; (b) during any two consecutive
years, there is a significant change in WesBanco’s or the Bank’s Board of
Directors not approved by the incumbent Board; or (c) final regulatory approval
is obtained for a plan of complete liquidation or dissolution or sale of all
or
substantially all of WesBanco’s or the Bank’s assets or certain significant
reorganizations, mergers and similar transactions involving WesBanco or the
Bank.
If
an
excise tax under Section 4999 of the Internal Revenue Code applies to these
payments, WesBanco will either pay the executive a reduced amount as a lump
sum
or over an extended period of years such that the net present value of such
payments would not cause an excise tax to become due.
A
copy of
the form of the amended and restated change in control agreements entered into
with Messrs. Jaworski and Richmond is attached hereto and filed as Exhibit
10.1.
The foregoing description of the amended and restated change in control
agreements does not purport to be complete and is qualified in its entirety
by
reference to the full text of the amended and restated change in control
agreements.
Waiver
Agreement
On
April
27, 2006, WesBanco entered into a waiver agreement with SunTrust Bank
(“SunTrust”) whereby SunTrust agreed to waive a covenant violation under
WesBanco’s revolving credit agreement with SunTrust dated July 30, 2004 (as
amended or modified from time to time). A copy of the waiver agreement is
attached hereto as Exhibit 10.2 and is incorporated herein by reference. The
foregoing description of the waiver agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the waiver
agreement.
Item
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibit
10.1
--
Form
of
Amended and Restated Change in Control Agreement
10.2
-- Waiver
Agreement between WesBanco, Inc. and SunTrust Bank, dated April 27,
2006.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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WesBanco,
Inc.
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(Registrant)
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April
28, 2006
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/s/
Robert H. Young |
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Date
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Robert
H. Young
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Executive
Vice President and
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Chief
Financial Officer
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