fin8k.htm
UNITED
STATES
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) October 7, 2008 (October 1,
2008)
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
|
West
Virginia
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0-8467
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55-0571723
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|
|
|
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(State
or other jurisdiction
|
(Commission
File Number)
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(IRS
Employer
|
|
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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On and effective as of October 1, 2008,
Kristine N. Molnar elected to go to part-time status with WesBanco, Inc. (the
“Company”). Ms. Molnar, who formerly served as Executive Vice
President - Markets of the Company, will now serve part-time as Executive Vice
President – Community Relations of the Company. In connection with
her transition to part-time status, the Company and Ms. Molnar entered into a
Transition Agreement and Release and Waiver of Claims (“Transition Agreement”)
and a Consulting Agreement, the material terms of which are described
below.
Transition
Agreement
Under the terms of the Transition
Agreement, Ms. Molnar will receive a lump sum payment of the remainder of her
salary under her Employment Agreement with the Company dated January 2, 1998
(“Employment Agreement”) in the gross amount of $452,052. In
addition, Ms. Molnar will continue to be eligible to participate in certain of
the Company’s employee benefit programs. Ms. Molnar will no longer
participate in the Company’s Key Executive Incentive Bonus and Option Plan but
will retain any options outstanding as of the date of the Transition Agreement
and all outstanding unvested options will continue to vest as provided in the
applicable option award.
The Transition Agreement supersedes and
terminates the Employment Agreement and the Amended and Restated Change in
Control Agreement dated November 22, 2005 between Ms. Molnar and the
Company. The Transition Agreement will have no effect on the Life
Insurance Agreement dated July 1, 2003 between Ms. Molnar and WesBanco Bank,
Inc. and the Amended and Restated Salary Continuation Agreement dated November
22, 2005 between the Company and Ms. Molnar (“SERP”), both of which will
continue in full force and effect notwithstanding Ms. Molnar’s transition to
part-time status. As described below, Ms. Molnar will continue to
accrue benefits under the SERP during the term of her Consulting Agreement as if
Ms. Molnar did not terminate full-time employment with the Company.
Under the Transition Agreement, Ms.
Molnar and the Company released and discharged each other from any liabilities
and claims related to her full-time employment with the Company and the
termination of her employment with the Company, subject to customary
exceptions. The Transition Agreement also contains non-disparagement
and confidentiality covenants on behalf of Ms. Molnar and a non-competition
covenant which prohibits Ms. Molnar from competing with the Company and its
affiliates for a period of 27 months after separating from full-time employment
by the Company.
Consulting
Agreement
Pursuant to the terms of the Consulting
Agreement, Ms. Molnar will provide up to 40 hours per month of part-time
services to the Company in connection with its corporate community relations and
community outreach initiatives and activities, including representing
the
Company on various non-profit and economic development boards, commissions and
committees. Ms. Molnar will receive $50,000 in annual compensation
and other benefits and perquisites typically provided to part-time employees
generally. Ms. Molnar’s annual compensation will be subject to a
one-time adjustment effective October 1, 2012 based on the Consumer Price Index
for All Urban Consumers increase from October 1, 2008 until such time, with a
$10,000 maximum increase. In addition, Ms. Molnar will continue to
accrue benefits under the SERP during the term of her Consulting Agreement as if
Ms. Molnar did not terminate full-time employment with the
Company. Accordingly, if the Consulting Agreement continues through
December 2016, Ms. Molnar will be entitled to receive $40,000 per year for ten
consecutive years under the SERP.
The Consulting Agreement will terminate
on December 31, 2016, unless earlier terminated by Ms. Molnar or upon Ms.
Molnar’s death. Ms. Molnar is prohibited from competing with the
Company and its affiliates until January 1, 2011. If Ms. Molnar
accepts competing employment after January 1, 2011 but prior to December 21,
2016, the Consulting Agreement will automatically terminate upon her acceptance
of the competing position. Ms. Molnar is permitted to maintain other
non-competing full or part-time employment during the term of the Consulting
Agreement. The consulting Agreement also provides that the Company
may terminate Ms. Molnar’s employment prior to December 31, 2016 for “cause,” in
which event she will not be eligible for any further benefit under the
Consulting Agreement. For purposes of the Consulting Agreement,
“cause” means, Ms. Molnar’s (i) gross negligence or gross neglect of duties,
(ii) commission of a felony or crime involving moral turpitude, or (iii) fraud,
disloyalty, dishonesty or willful violation of any law or significant Company
policy committed in connection with Ms. Molnar’s employment and resulting in a
material adverse effect on the Company.
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.
Dated: October
7,
2008 WESBANCO,
INC.
By: /s/
Robert H. Young
------------------------------------
Robert H. Young
Executive Vice President
and
Chief Financial
Officer