West Virginia
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000-08467
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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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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Officer | Number of Target TSR Shares |
Todd F. Clossin | 2,251 |
Robert H. Young | 1,228 |
WesBanco, Inc.
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(Registrant)
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Date: November 24, 2015
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/s/ Robert H. Young |
Robert H. Young
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Executive Vice President and
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Chief Financial Officer
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1.01
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Adoption.
These rules are adopted by the Compensation Committee of the Board of Directors (the “Committee”) as a part of the Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock Plan (the “Plan”) pursuant to the authority reserved in Section 3.1 of the Plan. The Total Shareholder Return Plan (the “TSRP”) shall be the guidelines for making TSR Awards. Capitalized terms used but not defined in these rules shall have the same meanings as in the Plan.
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1.02
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Purpose.
The purposes of the TSRP are (i) to assist the Corporation in retaining and motivating selected key management employees of the Corporation and its subsidiaries who will contribute to the success of the Corporation, (ii) to reward key management employees for the overall success of the Corporation as determined by the value created for stockholders as measured by the percentile performance of Corporation Common Stock relative to a peer group and (iii) to provide a means of encouraging key management employees to acquire and hold shares of Corporation Common Stock. The TSRP intends to encourage key management employees to cause the Total Shareholder Return of the Corporation to be at or above the 50
th
percentile of the Total Shareholder Return of the members of the Peer Group and to remain employees of the Corporation until all of the three equal installments of the Award are paid. The Committee shall retain the power and authority to make awards under these rules in any of the forms permitted under the Plan.
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2.01
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Award Agreement
means a written agreement between the Corporation and an Employee or a written acknowledgment from the Corporation specifically setting forth the terms and conditions of a TSRP Award granted to an Employee pursuant to Article VI of these rules.
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2.02
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Board
means the Board of Directors of the Corporation.
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2.03
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Business Day
means any day on which the NASDAQ Global Select Market shall be open for trading.
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2.04
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Cause
means a determination by the Committee that an Employee has engaged in conduct that is dishonest or illegal, involves moral turpitude or jeopardizes the Corporation's right to operate its business in the manner in which it is now operated, which shall include a violation of any banking regulation by which the Corporation or any of subsidiaries is bound.
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2.05
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Change in Control
shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:
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2.06
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Committee
means the Compensation Committee of the Board.
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2.07
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Corporation
means Wesbanco, Inc., a West Virginia corporation, and its successors.
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2.08
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Corporation Voting Securities
means the combined voting power of all outstanding voting securities of the Corporation entitled to vote generally in the election of the Board.
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2.09
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Date of Grant
means the date as of which a TSRP Award is granted in accordance with Articles VI of these rules.
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2.10
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Effective Date
means November 18, 2015.
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2.11
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Employee
means any key management employee selected by the Committee, in the Committee’s sole discretion, pursuant to Section 5.01 of these rules, as eligible to participate under the TSRP for any one or more TSRP Performance Period(s).
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2.12
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Exchange Act
means the Securities Exchange Act of 1934, as amended.
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2.13
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Fair Market Value
means, as of any given date, the closing price of the Common Stock on such date as reported on the NASDAQ Global Select Market or, if the Common Stock is not then traded on the NASDAQ Global Select Market, on such other national securities exchange on which the Common Stock is admitted to trade, or, if none, on the National Association of Securities Dealers Automated Quotation System if the Common Stock is admitted for quotation thereon;
provided, however
, if there were no sales reported as of such date, Fair Market Value shall be computed as of the last date preceding such date on which a sale was reported;
provided, further
, that if any such exchange or quotation system is closed on any day on which Fair Market Value is to be determined, Fair Market Value shall be determined as of the first date immediately preceding such date on which such exchange or quotation system was open for trading.
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2.14
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Outstanding Stock
means, at any time, the issued and outstanding Common Stock.
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2.15
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Peer Group
means a group of corporations with publicly traded common stock listed on a national securities exchange(s) deemed comparable to the Corporation as the number and identity of such group is determined by the Committee, in its discretion, for a particular TSRP Performance Period and set forth in an exhibit to the Award Agreements. In the event of bankruptcy, delisting, merger, spin-off or other special circumstances affecting members of the Peer Group during a TSRP Performance Period, the Committee shall make such adjustments in the Peer Group as the Committee determines appropriate in its discretion. The Committee may select the number and identity of members of the Peer Group separately for each TSRP Performance Period.
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2.16
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Performance Criteria
means the relative TSR of the Corporation as compared to the respective TSR of the members of the Peer Group and ranked as a percentile and set as Target and Superior. For example, Performance Criteria shall be set in percentiles and ranked at Target (50
th
percentile) and Superior (75
th
percentile), as compared to the TSR for the Peer Group, in each case for a particular TSRP Performance Period.
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2.17
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Performance Level
means the level of actual achievement of Performance Criteria for a particular TSRP Performance Period. For Performance Criteria set as Target and Superior, the Committee shall use straight-line interpolation between such designations but there shall be no interpolation above Superior or below Target.
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2.18
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Plan
means the Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock, as the same may be amended from time to time.
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2.19
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Plan Reward
means the aggregate number of shares or amount of cash earned by an Employee based on actual achievement of Performance Criteria during a TSRP Performance Period.
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2.20
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Stock
means Common Stock, par value $2.0833 per share, of the Corporation.
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2.21
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Superior
means a Performance Level for a TSRP Performance Period which equals or exceeds the level set by the Committee as “Superior” on the date of grant. Superior shall be the highest level of performance for which a TSR Reward will be paid.
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2.22
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Target
means a Performance Level for a TSRP Performance Period which equals or exceeds the level set by the Committee as “Target” on the date of grant.
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2.23
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TSR
is the percentile ranking of the sum of stock price appreciation of and dividend reinvestment with respect to a share of Corporation Stock as compared to the comparable amount among the Peer Group for a particular TSRP Performance Period as calculated on the Fair Market Value of a share of Stock on the trailing sixty (60) day average of trading prices immediately preceding the beginning and end, as applicable, of the TSRP Performance Period plus dividends paid on a share of stock during the TSRP Performance Period divided by the Fair Market Value of a share of Stock at the beginning of the TSRP Performance Period using the methodology described in item 201(e) of Regulation S-K as promulgated under the Securities Act, as such act or regulation may be amended from time to time, or any successor to either.
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2.24
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TSR Award
means an award of an opportunity to earn a number of shares of Stock in a TSRP Performance Period. The number of shares for a particular Employee shall be determined by the Committee for each TSRP Performance Period by dividing the Employee’s base salary set on or before the date the Target Award is made, by the average Fair Market Value for the 60 Business Days preceding the first Business Day of that TSRP Performance Period and multiplying the result by a decimal determined appropriate by the Committee based on the Employee’s responsibilities and opportunity to contribute to the success of the Corporation.
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2.25
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TSRP Performance Period or Performance Period
means a three year period beginning on the first day of a calendar year and ending on the last day of the third calendar year as specified by the Committee.
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2.26
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Withholding Obligations
means the amount of federal, state and local income and payroll taxes the Corporation determines in good faith must be withheld with respect to a TSR Reward. Withholding Obligations may be settled by the Employee, as permitted by the Committee in its discretion, in shares of Stock otherwise deliverable under the TSRP, cash, previously owned shares of Stock or any combination of the foregoing.
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4.01
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Number of Shares of Stock Issuable.
Subject to adjustments for corporate transactions (e.g., stock splits, recapitalization) as contemplated by the Plan, the maximum number of shares of Stock available for issuance under the TSRP shall be the lesser of (i) ______________ and (ii) the number of shares not then awarded of the number of shares approved for issuance under the Plan by the stockholders. The Stock to be offered under the TSRP shall be authorized and unissued Stock, or Stock which shall have been reacquired by the Corporation and held in its treasury.
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4.02
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Shares Subject to Terminated Awards.
Shares of Stock forfeited as provided in Section 6.03 of these rules may again be issued under the TSRP.
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Article V. Participation
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5.01
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Designation of Employees.
Employees in the TSRP shall be such key management employees of the Corporation or of its subsidiaries as the Committee, in its sole discretion, may designate as eligible to participate in the TSRP for any one or more TSRP Performance Periods. No later than 90 days after the commencement of each TSRP Performance Period during the term of the TSRP, the Committee shall designate the Employees who are eligible to participate in the TSRP during such TSRP Performance Period. For individuals who are newly hired by the Corporation and are determined by the Committee to be key management employees, the Committee may, but shall not be required to, designate such newly hired key management person as an Employee and make a grant to that Employee within thirty (30) days of the date he or she begins employment. The Committee's designation of an Employee with respect to any TSRP Performance Period shall not require the Committee to designate such person as an Employee with respect to any other TSRP Performance Period. The Committee shall consider such factors as it deems pertinent in selecting Employees. The Committee shall promptly provide to each person selected as an Employee written notice of such selection.
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6.01
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Annual Determination Regarding TSRP Performance Period
. Annually, the Committee shall determine whether to establish a TSRP Performance Period.
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6.02
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Determination of Grants, Awards and Performance Criteria.
If the Committee
determines to form a
TSRP Performance Period, the Committee shall take the following actions no later than the 90
th
day of the first year of that TSRP Performance Period:
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1.
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Mandatory Clawback
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2.
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Discretionary Clawback
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A.
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If the Company suffers significant financial loss, reputational damage or similar adverse impact as a result of actions taken or decisions made by the employee in circumstances constituting illegal or intentionally wrongful conduct, or gross negligence.
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B.
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If the employee is awarded or is paid out under the Company’s Incentive Bonus, Option and Restricted Stock Plan, as such plan may be amended or restated from time to time, and any successor plan, or any other incentive compensation plan of the Company (collectively, the “Plan”) on the basis of a material mis-statement of financial calculations or information or if events coming to light after the award disclose a material mis-statement which would have significantly reduced the amount of the award or payout if known at the time of the award or payout.
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