<PAGE> 1
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) March 31, 1998
--------------------------
WesBanco, Inc.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
West Virginia 0-8467 55-0571723
- ---------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 Bank Plaza, Wheeling, WV 26003
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (304) 234-9000
------------------------
Former name or former address, if changed since last report Not Applicable
---------------
<PAGE> 2
Item 2 - Acquisition or Disposition of Assets
- ---------------------------------------------
On March 31, 1998, WesBanco, Inc. consummated the acquisition of
Commercial BancShares, Incorporated ("Commercial") with and into
WesBanco affiliated companies. Under the terms of the definitive
Agreement and Plan of Merger, WesBanco exchanged 2.85 shares of
WesBanco common stock for each share of Commercial common stock.
WesBanco registered 4,938,690 common shares for the purpose of
issuance with respect to the acquisition.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------
(a) Financial statements of businesses acquired
-----------------------------------------------
Financial statements required by this item shall be provided to the
Securities and Exchange Commission pursuant to Regulation S-X, by amendment
to the current report on Form 8-K within 60 days after filing the initial
report.
(c) Exhibits
------------
Title Exhibit No.
----- -----------
Employment Agreement effective March 31, 1998, By and Between
William E. Mildren, Jr., WesBanco, Inc. and WesBanco Bank
Commercial. 10.1
Employment Agreement effective March 31, 1998, By and Between
Larry G. Johnson, WesBanco, Inc. and WesBanco Bank Commercial. 10.2
Employment Agreement effective March 31, 1998, By and Between
C. Randall Law, WesBanco, Inc. and WesBanco Bank Commercial. 10.3
Employment Agreement effective March 31, 1998, By and Between
Thomas M. Lookabaugh, WesBanco, Inc. and WesBanco Bank Commercial. 10.4
Employment Continuity Agreement between Commercial BancShares,
Incorporated, and William E. Mildren, Jr., dated
November 1, 1996. (1) 10.5
Employment Continuity Agreement between Commercial BancShares,
Incorporated, and Larry G. Johnson, dated November 1, 1996. (1) 10.6
<PAGE> 3
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------
(continued)
-----------
(c) Exhibits (continued)
------------------------
Title Exhibit No.
----- -----------
Press release dated April 1, 1998, regarding the consummation
of the acquisition of Commercial BancShares, Incorporated 20
WesBanco's Prospectus/Proxy Statement effective February 6,
1998, filed under Registration Number 333-45709. (2) 99
(1) This exhibit is being incorporated by reference with respect to an
Annual Report on Form 10-K for the year ended December 31, 1996,
which was filed with the Securities and Exchange Commission by
Commercial BancShares, Incorporated on March 28, 1997.
(2) This exhibit is being incorporated by reference with respect to a prior
Registration Statement filed by the Registrant on Form S-4 under
Registration No. 333-45709, which was filed with the Securities and
Exchange Commission on February 6, 1998.
<PAGE> 4
Signatures
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.
WesBanco, Inc.
--------------
(Registrant)
April 15, 1998 /s/ Edward M. George
- -------------- ---------------------------------------
Date Edward M. George
President & Chief Executive Officer
<PAGE> 5
EXHIBIT 10.1
AGREEMENT
---------
THIS AGREEMENT, made and entered into this 31st day of March, 1998, by
and between WESBANCO BANK COMMERCIAL, a West Virginia corporation, hereinafter
referred to as "Bank" and WILLIAM E. MILDREN, JR., 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 the Bank as of
the date hereof; and
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 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 $__________ per year, plus any increases granted by the Board
of Directors after the date hereof, and payable in equal biweekly
installments; and
<PAGE> 6
(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 revolving period of three years, with the initial term beginning
on the 1st day of April, 1998, and ending on the 31st day of March, 2001. The
term of this Agreement shall automatically be extended on each anniversary of
the beginning date of the term hereof for an additional one year term, unless
written notice of termination hereof is given by either party at least ninety
(90) days prior to the anniversary date of the beginning date of this
Agreement. Any such notice of non-renewal shall not affect the continuation
of the term of this Agreement existing at the time of issuance of such notice
of non-renewal.
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 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
<PAGE> 7
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
consolidated.
8. TERMINATION. The Employee's employment hereunder shall terminate
------------
upon the earliest to occur of any one of the following:
(A) The expiration of the initial term of this Agreement,
or any extended term of this Agreement by written notice of
termination as provided in Paragraph 4 hereof; or
(B) By the Bank for cause, after thirty (30) days written
notice to Employee. Cause for purposes of this Agreement shall
mean as follows:
(i) An act of dishonesty, willful
disloyalty or fraud by the Employee that
the Bank determines is detrimental to
the best interests of the Bank; or
(ii) The Employee's continuing
inattention to, neglect of, or inability
to perform, the duties to be performed
under this Agreement, or
(iii) Any other breach of the
Employee's covenants contained herein or
of any of the other terms and provisions
of this Agreement, or
(iv) The deliberate and intentional
engaging by the Employee in gross
misconduct which is materially and
demonstrably injurious to the Bank.
<PAGE> 8
(C) Employee shall have the right to terminate this
Agreement and his active employment hereunder at any time
upon ninety (90) days written notice to the Bank.
(D) Upon the death of Employee, this Agreement shall
automatically terminate.
9. EFFECT OF TERMINATION. In the event of a termination
----------------------
of this Agreement, Employee shall be paid the following severance
benefits, payable promptly after the date of termination of his
employment, in the following manner:
(A) In the event that this Agreement is
terminated by the death of Employee, this Agreement
shall be deemed to have been terminated as of the
date of such death except, however, that Bank shall
pay to the surviving spouse of Employee, or in lieu
thereof, to Employee's estate, an amount equal to
six months of the base salary at his then current
base rate, provided, however, that if such death
occurs within six months of the normal retirement
date as provided by the Bank's defined benefit
pension plan, or after such normal retirement date,
so that a pension distribution or benefit is
payable to the surviving spouse of Employee, such
payment shall be reduced to an amount equal to one
month of the base salary at his then current base
rate.
(B) In the event that this Agreement is
terminated by Employee and Bank by mutual
agreement, then Bank shall pay such severance
benefits, if any, as shall have been agreed upon by
Bank and Employee.
(C) In the event that Bank attempts to
terminate this Agreement, other than for cause,
death of Employee, or by mutual agreement with
Employee, in addition to any other rights or
remedies which Employee may have, Employee shall
receive an amount equal to the greater of (i) six
months of base salary at his then current base
rate, or (ii) the base salary
<PAGE> 9
Employee would have
received had he continued to be employed pursuant
to this Agreement through the end of the then
existing term of employment hereunder.
(D) In the event Bank terminates this
Agreement for cause, no severance benefits shall be
payable hereunder.
10. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement
--------------------------------
supersedes all previous agreements between Employee and Bank,
except to the extent of the provisions of Paragraph 11 hereof,
and contains the entire understanding and agreement between the
parties with respect to the subject matter hereof, and cannot be
amended, modified, or supplemented in any respect except by a
subsequent written agreement executed by both parties.
11. REMEDIES NOT CUMULATIVE. The parties acknowledge the
------------------------
prior Employment Continuity Agreement dated November 1, 1996
("Continuity Agreement"), and desire to clarify that the parties
do not intend that in the event of termination of employment
during any period when both the Continuity Agreement and this
Agreement are in full force and effect, that Employee shall be
entitled to Continued Compensation (as therein defined) and
compensation, as determined hereunder. Employee shall be limited
to recovery under only one agreement and may elect to enforce
whichever agreement provides the highest benefit. The parties
intend to phase out the Continuity Agreement after the three year
period from the date of the Merger between Commercial Bancshares,
Inc. and CBI Holding Company and to replace the same with this
Agreement. Accordingly, the parties acknowledge and agree to the
limitation of remedies herein provided.
12. APPLICABLE LAW. This Agreement shall be governed by
---------------
and construed in accordance with the laws of the State of West
Virginia.
13. CERTAIN OBLIGATIONS OF WESBANCO. While the parties
--------------------------------
acknowledge that certain provisions of this Agreement may be
unenforceable in some respects against the Bank, pursuant to
applicable banking law, it is nonetheless the intention of the
parties to create
<PAGE> 10
pursuant to this Agreement a valid employment
for a definite term with specified benefits. As an inducement
for Employee and Bank to enter into this Agreement whereby
Employee would be employed by Bank for a definite term, Wesbanco
hereby undertakes the independent, separate and unconditional
obligation to Employee to pay all amounts which are or may become
due to Employee under this Agreement as set forth herein,
regardless of the status of the direct or indirect enforceability
or validity of Bank's obligation to pay any or all such amounts
as may be due hereunder to Employee; provided, however, that for
purposes of this Paragraph 13, Wesbanco shall be obligated to the
Employee for any bonuses or any increases in base salary in
excess of the rate of $_______ per annum only to the extent that
it has consented to such bonuses or increases. Wesbanco also
acknowledges that it may or may not be entitled to
indemnification or contribution from Bank or to be subrogated to
the claim of Employee hereunder for any payments Wesbanco may
make to Employee; and Wesbanco hereby specifically waives any
rights it may otherwise have to indemnification or contribution
from Bank or to be subrogated to the claim of Employee hereunder
in the event that such payments as are made by Wesbanco would be
unenforceable or invalid for any reason against Bank.
14. MISCELLANEOUS. The invalidity or unenforceability of
--------------
any term or provision of this Agreement as against any one or
more parties hereto, shall not impair or effect the other
provisions hereof or the enforceability of said term or provision
against the other parties hereto, and notwithstanding any such
invalidity or unenforceability, each term or provision hereof
shall remain in full force and effect to the full extent
consistent with law.
IN WITNESS WHEREOF, Bank and Wesbanco have caused these
presents to be signed and their corporate seals to be hereto
affixed, and Employee has hereto affixed his signature and seal,
at Parkersburg, West Virginia, as of the day and year first
above written.
WESBANCO BANK COMMERCIAL
By /s/ William E. Mildren, Jr.
-------------------------------
Its Chairman
<PAGE> 11
(SEAL)
ATTEST:
/s/ Larry G. Johnson
- ----------------------
Secretary
/s/William E. Mildren, Jr. (SEAL)
--------------------------
WILLIAM E. MILDREN, JR.
WESBANCO, INC.
By /s/ Edward M. George
-----------------------
Its President and CEO
(SEAL)
ATTEST:
/s/ Shirley A. Bucan
- --------------------
Secretary
<PAGE> 12
EXHIBIT 10.2
AGREEMENT
---------
THIS AGREEMENT, made and entered into this 31st day of
March, 1998, by and between WESBANCO BANK COMMERCIAL, a West
Virginia corporation, hereinafter referred to as "Bank" and LARRY
G. JOHNSON, 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 the
Bank as of the date hereof; and
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 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 $__________ 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.
<PAGE> 13
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 revolving period of three years, with
the initial term beginning on the 1st day of April, 1998, and
ending on the 31st day of March, 2001. The term of this
Agreement shall automatically be extended on each anniversary of
the beginning date of the term hereof for an additional one year
term, unless written notice of termination hereof is given by
either party at least ninety (90) days prior to the anniversary
date of the beginning date of this Agreement. Any such notice of
non-renewal shall not affect the continuation of the term of this
Agreement existing at the time of issuance of such notice of non-
renewal.
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 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.
<PAGE> 14
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 consolidated.
8. TERMINATION. The Employee's employment hereunder shall
------------
terminate upon the earliest to occur of any one of the following:
(A) The expiration of the initial term of
this Agreement, or any extended term of this
Agreement by written notice of termination as
provided in Paragraph 4 hereof; or
(B) By the Bank for cause, after thirty (30)
days written notice to Employee. Cause for
purposes of this Agreement shall mean as follows:
(i) An act of dishonesty, willful
disloyalty or fraud by the Employee that
the Bank determines is detrimental to
the best interests of the Bank; or
(ii) The Employee's continuing
inattention to, neglect of, or inability
to perform, the duties to be performed
under this Agreement, or
(iii) Any other breach of the
Employee's covenants contained herein or
of any of the other terms and provisions
of this Agreement, or
(iv) The deliberate and intentional
engaging by the Employee in gross
misconduct which is materially and
demonstrably injurious to the Bank.
(C) Employee shall have the right to
terminate this Agreement and his active employment
hereunder at any time upon ninety (90) days written
notice to the Bank.
<PAGE> 15
(D) Upon the death of Employee, this
Agreement shall automatically terminate.
9. EFFECT OF TERMINATION. In the event of a termination
----------------------
of this Agreement, Employee shall be paid the following severance
benefits, payable promptly after the date of termination of his
employment, in the following manner:
(A) In the event that this Agreement is
terminated by the death of Employee, this Agreement
shall be deemed to have been terminated as of the
date of such death except, however, that Bank shall
pay to the surviving spouse of Employee, or in lieu
thereof, to Employee's estate, an amount equal to
six months of the base salary at his then current
base rate, provided, however, that if such death
occurs within six months of the normal retirement
date as provided by the Bank's defined benefit
pension plan, or after such normal retirement date,
so that a pension distribution or benefit is
payable to the surviving spouse of Employee, such
payment shall be reduced to an amount equal to one
month of the base salary at his then current base
rate.
(B) In the event that this Agreement is
terminated by Employee and Bank by mutual
agreement, then Bank shall pay such severance
benefits, if any, as shall have been agreed upon by
Bank and Employee.
(C) In the event that Bank attempts to
terminate this Agreement, other than for cause,
death of Employee, or by mutual agreement with
Employee, in addition to any other rights or
remedies which Employee may have, Employee shall
receive an amount equal to the greater of (i) six
months of base salary at his then current base
rate, or (ii) the base salary Employee would have
received had he continued to be employed pursuant
to this Agreement through the end of the then
existing term of employment hereunder.
<PAGE> 16
(D) In the event Bank terminates this
Agreement for cause, no severance benefits shall be
payable hereunder.
10. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement
--------------------------------
supersedes all previous agreements between Employee and Bank,
except to the extent of the provisions of Paragraph 11 hereof,
and contains the entire understanding and agreement between the
parties with respect to the subject matter hereof, and cannot be
amended, modified, or supplemented in any respect except by a
subsequent written agreement executed by both parties.
11. REMEDIES NOT CUMULATIVE. The parties acknowledge the
------------------------
prior Employment Continuity Agreement dated November 1, 1996
("Continuity Agreement") and desire to clarify that the parties
do not intend that in the event of termination of employment
during any period when both the Continuity Agreement and this
Agreement are in full force and effect, that Employee shall be
entitled to Continued Compensation (as therein defined) and
compensation, as determined hereunder. Employee shall be limited
to recovery under only one agreement and may elect to enforce
whichever agreement provides the highest benefit. The parties
intend to phase out the Continuity Agreement after the three year
period from the date of the Merger between Commercial Bancshares,
Inc. and CBI Holding Company and to replace the same with this
Agreement. Accordingly, the parties acknowledge and agree to the
limitation of remedies herein provided.
12. APPLICABLE LAW. This Agreement shall be governed by
---------------
and construed in accordance with the laws of the State of West
Virginia.
13. CERTAIN OBLIGATIONS OF WESBANCO. While the parties
--------------------------------
acknowledge that certain provisions of this Agreement may be
unenforceable in some respects against the Bank, pursuant to
applicable banking law, it is nonetheless the intention of the
parties to create pursuant to this Agreement a valid employment
for a definite term with specified benefits. As an inducement
for Employee and Bank to enter into this Agreement whereby
Employee would be employed by Bank for a definite term, Wesbanco
hereby undertakes the independent, separate
<PAGE> 17
and unconditional obligation to Employee to pay all amounts which are
or may become due to Employee under this Agreement as set forth herein,
regardless of the status of the direct or indirect enforceability
or validity of Bank's obligation to pay any or all such amounts
as may be due hereunder to Employee; provided, however, that for
purposes of this Paragraph 13, Wesbanco shall be obligated to the
Employee for any bonuses or any increases in base salary in
excess of the rate of $_______ per annum only to the extent that
it has consented to such bonuses or increases. Wesbanco also
acknowledges that it may or may not be entitled to
indemnification or contribution from Bank or to be subrogated to
the claim of Employee hereunder for any payments Wesbanco may
make to Employee; and Wesbanco hereby specifically waives any
rights it may otherwise have to indemnification or contribution
from Bank or to be subrogated to the claim of Employee hereunder
in the event that such payments as are made by Wesbanco would be
unenforceable or invalid for any reason against Bank.
14. MISCELLANEOUS. The invalidity or unenforceability of
--------------
any term or provision of this Agreement as against any one or
more parties hereto, shall not impair or effect the other
provisions hereof or the enforceability of said term or provision
against the other parties hereto, and notwithstanding any such
invalidity or unenforceability, each term or provision hereof
shall remain in full force and effect to the full extent
consistent with law.
IN WITNESS WHEREOF, Bank and Wesbanco have caused these
presents to be signed and their corporate seals to be hereto
affixed, and Employee has hereto affixed his signature and seal,
at Parkersburg, West Virginia, as of the day and year first
above written.
WESBANCO BANK COMMERCIAL
By /s/ William E. Mildren, Jr.
------------------------------
Its Chairman
(SEAL)
ATTEST:
/s/ Larry G. Johnson
- ----------------------
Secretary
<PAGE> 18
/s/ Larry G. Johnson (SEAL)
---------------------------------
LARRY G. JOHNSON
WESBANCO, INC.
By /s/Edward M. George
-----------------------
Its President and CEO
(SEAL)
ATTEST:
/s/ Shirley A. Bucan
- ----------------------
Secretary
<PAGE> 19
EXHIBIT 10.3
AGREEMENT
---------
THIS AGREEMENT, made and entered into this 31st day of
March, 1998, by and between WESBANCO BANK COMMERCIAL, a West
Virginia corporation, hereinafter referred to as "Bank" and
C. RANDALL LAW, 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 the
Bank as of the date hereof; and
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 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 $__________ 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.
<PAGE> 20
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 revolving period of three years, with
the initial term beginning on the 1st day of April, 1998, and
ending on the 31st day of March, 2001. The term of this
Agreement shall automatically be extended on each anniversary of
the beginning date of the term hereof for an additional one year
term, unless written notice of termination hereof is given by
either party at least ninety (90) days prior to the anniversary
date of the beginning date of this Agreement. Any such notice of
non-renewal shall not affect the continuation of the term of this
Agreement existing at the time of issuance of such notice of non-
renewal.
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 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.
<PAGE> 21
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 consolidated.
8. TERMINATION. The Employee's employment hereunder shall
------------
terminate upon the earliest to occur of any one of the following:
(A) The expiration of the initial term of
this Agreement, or any extended term of this
Agreement by written notice of termination as
provided in Paragraph 4 hereof; or
(B) By the Bank for cause, after thirty (30)
days written notice to Employee. Cause for
purposes of this Agreement shall mean as follows:
(i) An act of dishonesty, willful
disloyalty or fraud by the Employee that
the Bank determines is detrimental to
the best interests of the Bank; or
(ii) The Employee's continuing
inattention to, neglect of, or inability
to perform, the duties to be performed
under this Agreement, or
(iii) Any other breach of the
Employee's covenants contained herein or
of any of the other terms and provisions
of this Agreement, or
(iv) The deliberate and intentional
engaging by the Employee in gross
misconduct which is materially and
demonstrably injurious to the Bank.
(C) Employee shall have the right to
terminate this Agreement and his active employment
hereunder at any time upon ninety (90) days written
notice to the Bank.
<PAGE> 22
(D) Upon the death of Employee, this
Agreement shall automatically terminate.
9. EFFECT OF TERMINATION. In the event of a termination
----------------------
of this Agreement, Employee shall be paid the following severance
benefits, payable promptly after the date of termination of his
employment, in the following manner:
(A) In the event that this Agreement is
terminated by the death of Employee, this Agreement
shall be deemed to have been terminated as of the
date of such death except, however, that Bank shall
pay to the surviving spouse of Employee, or in lieu
thereof, to Employee's estate, an amount equal to
six months of the base salary at his then current
base rate, provided, however, that if such death
occurs within six months of the normal retirement
date as provided by the Bank's defined benefit
pension plan, or after such normal retirement date,
so that a pension distribution or benefit is
payable to the surviving spouse of Employee, such
payment shall be reduced to an amount equal to one
month of the base salary at his then current base
rate.
(B) In the event that this Agreement is
terminated by Employee and Bank by mutual
agreement, then Bank shall pay such severance
benefits, if any, as shall have been agreed upon by
Bank and Employee.
(C) In the event that Bank attempts to
terminate this Agreement, other than for cause,
death of Employee, or by mutual agreement with
Employee, in addition to any other rights or
remedies which Employee may have, Employee shall
receive an amount equal to the greater of (i) six
months of base salary at his then current base
rate, or (ii) the base salary Employee would have
received had he continued to be employed pursuant
to this Agreement through the end of the then
existing term of employment hereunder.
<PAGE> 23
(D) In the event Bank terminates this
Agreement for cause, no severance benefits shall be
payable hereunder.
10. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement
--------------------------------
supersedes all previous agreements between Employee, Bank and its
predecessors and contains the entire understanding and agreement
between the parties with respect to the subject matter hereof,
and cannot be amended, modified, or supplemented in any respect
except by a subsequent written agreement executed by both
parties.
11. APPLICABLE LAW. This Agreement shall be governed by
---------------
and construed in accordance with the laws of the State of West
Virginia.
12. CERTAIN OBLIGATIONS OF WESBANCO. While the parties
--------------------------------
acknowledge that certain provisions of this Agreement may be
unenforceable in some respects against the Bank, pursuant to
applicable banking law, it is nonetheless the intention of the
parties to create pursuant to this Agreement a valid employment
for a definite term with specified benefits. As an inducement
for Employee and Bank to enter into this Agreement whereby
Employee would be employed by Bank for a definite term, Wesbanco
hereby undertakes the independent, separate and unconditional
obligation to Employee to pay all amounts which are or may become
due to Employee under this Agreement as set forth herein,
regardless of the status of the direct or indirect enforceability
or validity of Bank's obligation to pay any or all such amounts
as may be due hereunder to Employee; provided, however, that for
purposes of this Paragraph 12, Wesbanco shall be obligated to the
Employee for any bonuses or any increases in base salary in
excess of the rate of $_______ per annum only to the extent that
it has consented to such bonuses or increases. Wesbanco also
acknowledges that it may or may not be entitled to
indemnification or contribution from Bank or to be subrogated to
the claim of Employee hereunder for any payments Wesbanco may
make to Employee; and Wesbanco hereby specifically waives any
rights it may otherwise have to indemnification or contribution
from Bank or to be subrogated to the claim of Employee hereunder
in the event that such payments as are made by Wesbanco would be
unenforceable or invalid for any reason against Bank.
<PAGE> 24
13. MISCELLANEOUS. The invalidity or unenforceability of
--------------
any term or provision of this Agreement as against any one or
more parties hereto, shall not impair or effect the other
provisions hereof or the enforceability of said term or provision
against the other parties hereto, and notwithstanding any such
invalidity or unenforceability, each term or provision hereof
shall remain in full force and effect to the full extent
consistent with law.
IN WITNESS WHEREOF, Bank and Wesbanco have caused these
presents to be signed and their corporate seals to be hereto
affixed, and Employee has hereto affixed his signature and seal,
at Parkersburg, West Virginia, as of the day and year first
above written.
WESBANCO BANK COMMERCIAL
By /s/ William E. Mildren, Jr.
---------------------------------
Its Chairman
(SEAL)
ATTEST:
/s/ Larry G. Johnson
- ----------------------
Secretary
/s/ C. Randall Law (SEAL)
-------------------------
C. RANDALL LAW
<PAGE> 25
WESBANCO, INC.
By /s/ Edward M. George
--------------------------
Its President and CEO
(SEAL)
ATTEST:
/s/ Shirley A. Bucan
- ---------------------
Secretary
<PAGE> 26
EXHIBIT 10.4
AGREEMENT
---------
THIS AGREEMENT, made and entered into this 31st day of
March, 1998, by and between WESBANCO BANK COMMERCIAL, a West
Virginia corporation, hereinafter referred to as "Bank" and
THOMAS M. LOOKABAUGH, 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 the
Bank as of the date hereof; and
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 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 $__________ per year, plus any increases
granted by the Board of Directors after the date
hereof, and payable in equal biweekly installments;
and
<PAGE> 27
(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 revolving period of three years, with
the initial term beginning on the 1st day of April, 1998, and
ending on the 31st day of March, 2001. The term of this
Agreement shall automatically be extended on each anniversary of
the beginning date of the term hereof for an additional one year
term, unless written notice of termination hereof is given by
either party at least ninety (90) days prior to the anniversary
date of the beginning date of this Agreement. Any such notice of
non-renewal shall not affect the continuation of the term of this
Agreement existing at the time of issuance of such notice of non-
renewal.
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 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
<PAGE> 28
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 consolidated.
8. TERMINATION. The Employee's employment hereunder shall
------------
terminate upon the earliest to occur of any one of the following:
(A) The expiration of the initial term of
this Agreement, or any extended term of this
Agreement by written notice of termination as
provided in Paragraph 4 hereof; or
(B) By the Bank for cause, after thirty (30)
days written notice to Employee. Cause for
purposes of this Agreement shall mean as follows:
(i) An act of dishonesty, willful
disloyalty or fraud by the Employee that
the Bank determines is detrimental to
the best interests of the Bank; or
(ii) The Employee's continuing
inattention to, neglect of, or inability
to perform, the duties to be performed
under this Agreement, or
(iii) Any other breach of the
Employee's covenants contained herein or
of any of the other terms and provisions
of this Agreement, or
(iv) The deliberate and intentional
engaging by the Employee in gross
misconduct which is materially and
demonstrably injurious to the Bank.
<PAGE> 29
(C) Employee shall have the right to
terminate this Agreement and his active employment
hereunder at any time upon ninety (90) days written
notice to the Bank.
(D) Upon the death of Employee, this
Agreement shall automatically terminate.
9. EFFECT OF TERMINATION. In the event of a termination
----------------------
of this Agreement, Employee shall be paid the following severance
benefits, payable promptly after the date of termination of his
employment, in the following manner:
(A) In the event that this Agreement is
terminated by the death of Employee, this Agreement
shall be deemed to have been terminated as of the
date of such death except, however, that Bank shall
pay to the surviving spouse of Employee, or in lieu
thereof, to Employee's estate, an amount equal to
six months of the base salary at his then current
base rate, provided, however, that if such death
occurs within six months of the normal retirement
date as provided by the Bank's defined benefit
pension plan, or after such normal retirement date,
so that a pension distribution or benefit is
payable to the surviving spouse of Employee, such
payment shall be reduced to an amount equal to one
month of the base salary at his then current base
rate.
(B) In the event that this Agreement is
terminated by Employee and Bank by mutual
agreement, then Bank shall pay such severance
benefits, if any, as shall have been agreed upon by
Bank and Employee.
(C) In the event that Bank attempts to
terminate this Agreement, other than for cause,
death of Employee, or by mutual agreement with
Employee, in addition to any other rights or
remedies which Employee may have, Employee shall
receive an amount equal to the greater of (i) six
months of base salary at his then current base
rate, or (ii) the base salary
<PAGE> 30
Employee would have received had he continued to be
employed pursuant to this Agreement through the end of
the then existing term of employment hereunder.
(D) In the event Bank terminates this
Agreement for cause, no severance benefits shall be
payable hereunder.
10. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement
--------------------------------
supersedes all previous agreements between Employee, Bank and its
predecessors and contains the entire understanding and agreement
between the parties with respect to the subject matter hereof,
and cannot be amended, modified, or supplemented in any respect
except by a subsequent written agreement executed by both
parties.
11. APPLICABLE LAW. This Agreement shall be governed by
---------------
and construed in accordance with the laws of the State of West
Virginia.
12. CERTAIN OBLIGATIONS OF WESBANCO. While the parties
--------------------------------
acknowledge that certain provisions of this Agreement may be
unenforceable in some respects against the Bank, pursuant to
applicable banking law, it is nonetheless the intention of the
parties to create pursuant to this Agreement a valid employment
for a definite term with specified benefits. As an inducement
for Employee and Bank to enter into this Agreement whereby
Employee would be employed by Bank for a definite term, Wesbanco
hereby undertakes the independent, separate and unconditional
obligation to Employee to pay all amounts which are or may become
due to Employee under this Agreement as set forth herein,
regardless of the status of the direct or indirect enforceability
or validity of Bank's obligation to pay any or all such amounts
as may be due hereunder to Employee; provided, however, that for
purposes of this Paragraph 12, Wesbanco shall be obligated to the
Employee for any bonuses or any increases in base salary in
excess of the rate of $_______ per annum only to the extent that
it has consented to such bonuses or increases. Wesbanco also
acknowledges that it may or may not be entitled to
indemnification or contribution from Bank or to be subrogated to
the claim of Employee hereunder for any payments Wesbanco may
make to Employee; and Wesbanco hereby
<PAGE> 31
specifically waives any rights it may otherwise have to
indemnification or contribution from Bank or to be subrogated
to the claim of Employee hereunder in the event that such
payments as are made by Wesbanco would be unenforceable or
invalid for any reason against Bank.
13. MISCELLANEOUS. The invalidity or unenforceability of
--------------
any term or provision of this Agreement as against any one or
more parties hereto, shall not impair or effect the other
provisions hereof or the enforceability of said term or provision
against the other parties hereto, and notwithstanding any such
invalidity or unenforceability, each term or provision hereof
shall remain in full force and effect to the full extent
consistent with law.
IN WITNESS WHEREOF, Bank and Wesbanco have caused these
presents to be signed and their corporate seals to be hereto
affixed, and Employee has hereto affixed his signature and seal,
at Parkersburg, West Virginia, as of the day and year first
above written.
WESBANCO BANK COMMERCIAL
By /s/ William E. Mildren, Jr.
--------------------------------
Its Chairman
(SEAL)
ATTEST:
/s/ Larry G. Johnson
- ---------------------
Secretary
/s/ Thomas M. Lookabaugh (SEAL)
------------------------------------
THOMAS M. LOOKABAUGH
<PAGE> 32
WESBANCO, INC.
By /s/ Edward M. George
-----------------------------
Its President and CEO
(SEAL)
ATTEST:
/s/ Shirley A. Bucan
- ---------------------
Secretary
<PAGE> 33
EXHIBIT 20
News for Immediate Release
April 1, 1998
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
and
Commercial BancShares, Incorporated
415 Market Street
Parkersburg, WV 26101
For Further Information Contact:
Edward M. George (304) 234-9208
President & CEO, WesBanco, Inc.
or
William E. Mildren, Jr. (304) 424-0300
President & CEO
Commercial BancShares, Incorporated
WesBanco, Inc. Consummates Merger With Commercial BancShares,
Incorporated
Wheeling, WV . . . . WesBanco, Inc. ("WesBanco")(Nasdaq: WSBC), a
multi-bank holding company headquartered in Wheeling, West
Virginia, and Commercial BancShares, Incorporated
("Commercial")(AMEX:CWV), a multi-bank holding company
headquartered in Parkersburg, West Virginia, jointly announced
today the consummation of WesBanco's acquisition of Commercial
with and into WesBanco affiliated companies. The joint
announcement was made by Edward M. George, President and Chief
Executive Officer of WesBanco and William E. Mildren, Jr.,
President and Chief Executive Officer of Commercial.
In conjunction with this acquisition, William E. Mildren, Jr.
will serve as Chairman and Chief Executive Officer of WesBanco
Parkersburg, Christopher V. Criss will serve as Vice Chairman and
Donald L. Scothorn will serve as President.
Members of the combined board of the new WesBanco Parkersburg
affiliate include: Christopher V. Criss, John S. Criss, Wilson
Davis, Carl E. Dollman, Steven C. Hall,
<PAGE> 34
(more)
WesBanco / Commercial Merger
Page 2
Larry G. Johnson, Paul M. Limbert, Thomas M. Lookabaugh, Daniel
O. Martin, William E. Mildren, Jr., Edward M. Nelson, III, Jack
F. Poe, Robert E. Richardson, W. S. Ritchie, Jr., James H.
Roberts, Donald L. Scothorn, James W. Swearingen, Robert K.
Tebay, Thomas N. Webster and R. Bruce White.
Communities served by banking locations acquired in the
Commercial merger include: Parkersburg, South Parkersburg,
Vienna, Ripley, Ravenswood, Pennsboro, Paden City, New
Martinsville, Mineral Wells, McMechen, Benwood, Harrisville,
Ellenboro and Cairo in West Virginia and Marietta, Barlow and
Devola in Ohio.
The Commercial banking subsidiaries in the northern panhandle of
West Virginia were consolidated with WesBanco's banking
subsidiary, WesBanco Bank Wheeling.
Under the terms of the merger, William E. Mildren, Jr. was
appointed Vice Chairman of WesBanco, Inc. Mr. Mildren and three
other directors of Commercial or its banking affiliates, Larry G.
Johnson, Robert K. Tebay and James W. Swearingen, were elected to
the WesBanco Board and Mr. Mildren was elected to the WesBanco
Executive Committee.
With the consummation of this merger WesBanco has assets in
excess of $2.2 billion and operates 63 banking offices in West
Virginia and Ohio.
###
