EMPLOYMENT AND CHANGE-OF-CONTROL
AGREEMENT
THIS EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT
(“Agreement”) made as of the 1st day of
November , 2009, by and between CENTRA BANK, INC. , a
West Virginia corporation (“Employer”), and Henry M.
Kayes, Jr. (“Employee”), joined in by CENTRA
FINANCIAL HOLDINGS, INC. , a West Virginia corporation
(“Centra Financial”), and by CENTRA FINANCIAL
CORPORATION-MARTINSBURG, INC. , a West Virginia corporation
(“CFC”).
WHEREAS , Employer desires to retain the services of
Employee as its Executive Vice President and Chief Operating
Officer and President — Centra Financial
Corporation-Martinsburg, Inc., and Employee is willing to make his
or her services available to Employer, on the terms and subject to
the conditions set forth herein; and
WHEREAS, Employee acknowledges that this Agreement is a
benefit to him or her, that this Agreement is not required for
continued employment with Employer or any affiliate and that
Employee is executing this Agreement voluntarily and of his or her
free will and volition.
NOW, THEREFORE , in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:
1. Employment . Employee is hereby employed as
Executive Vice President and Chief Operating Officer of Employer
and President — Centra Financial Corporation-Martinsburg, to
have such duties and responsibilities as are commensurate with such
position. Employee hereby accepts and agrees to such employment,
subject to the general supervision and pursuant to the orders,
advice, and direction of Employer and its Board of Directors.
Employee shall perform such duties as are customarily performed by
one holding such position in other same or similar businesses or
enterprises as that engaged in by Employer, and shall also
additionally render such other services and duties as may be
reasonably assigned to him or her from time to time by Employer,
consistent with his position.
2. Term of Agreement . The term of this Agreement
(Term) shall commence from and after the date hereof, and shall
terminate on the day next preceding the second anniversary of the
date hereof, except for the provisions of Subsection 4(d), which
will survive the term of this Agreement and shall be for a term of
two (2) years (Change-of-Control Term). The Change-of-Control
Term will be automatically extended for one month, on each monthly
anniversary date after the date hereof, that Employee is employed
by Employer.
3. Compensation; Other Benefits .
a. For
all services rendered by Employee to Employer under this Agreement,
Employer shall pay to Employee, for the two-year period beginning
on the date hereof, an annual salary of $185,000.00, payable in
accordance with the payroll practices of Employer applicable to all
officers. This salary may be reviewed for an increase sooner if
approved by Employee’s Board of Directors. Any salary
increase payable to Employee shall be determined based on a review
of Employee’s total compensation package, Employer’s
performance, the performance of Employee and market
competitiveness. Employee’s annual salary, as it may be
adjusted from time to time, will be his or her base salary for
purposes of future calculations of benefits. The base salary for
purposes of future calculation of benefits may not be
reduced.
b. Except
as modified by this Agreement, Employee shall be entitled to
participate in all compensation or employee benefit plans or
programs for which Employee may legally be eligible, and to receive
all benefits, perquisites and emoluments for which executive
officers of Employer generally are eligible under any plan or
program now or hereafter established and maintained by Employer,
including group hospitalization, health, dental care, life
insurance, travel or accident insurance, disability plans,
tax-qualified or non-qualified pension, savings, thrift,
profit-sharing, bonus and incentive plans, deferred compensation
plans, sick-leave plans, and executive incentive compensation
plans, including, without limitation, capital accumulation programs
and stock purchase plans. Employee shall be entitled to four
(4) weeks of vacation per year.
c. Employer
shall pay or reimburse Employee for all reasonable travel and other
expenses incurred by Employee (and his or her spouse where there is
a legitimate business reason for his or her spouse to accompany him
or her) in connection with the performance of his or her duties and
obligations under this Agreement, subject to Employee’s
presentation of appropriate vouchers in accordance with such
procedures as Employer may from time to time establish for
executive officers generally.
a.
Termination of Employment . Except for Just Cause, in the
event that Employee shall suffer a termination of employment by
Employer or a material change in title, position, status, pay or
benefits, location of employment or authority or duties, the
Employee shall be entitled to receive two year’s
compensation, including base salary for purposes of benefit
calculation, and customary and usual incentives and bonuses (based
on the average of the incentives and bonuses paid to Employee
during or for the previous two full years, or if less than two full
years the amount of said incentives and bonuses so paid divided by
two, prior to termination) payable to Employee within ninety
(90) days after termination, and all benefits as set forth in
this Agreement, including the benefits provided for in
Section 3 hereof, except use of an automobile and country club
membership, will continue to be paid by Employer for a period of
two (2) years or until Employee is employed by a third party
who provides or makes available such benefits to its employees,
generally, whichever is earlier. At the time of said termination,
this Agreement shall terminate and the Employer shall be obligated
to make the payments as set forth in this Subsection 4(a) as
severance compensation to the Employee.
2
Provided,
however, that the payments provided for herein shall not be payable
to Employee in the event of voluntary termination by Employee,
except a voluntary termination by Employee following a material
change in title, position, status, pay or benefits, location of
employment or authority or duties by Employer without Just
Cause.
b.
Death . If Employee shall die during the Term, this
Agreement and the employment relationship hereunder will
automatically terminate on the date of death, which date shall be
the last date of the Term. Notwithstanding this Subsection 4(b), if
Employee dies while employed by Employer, Employee’s estate
shall receive Employee’s Compensation as defined in
Section 3 herein for a period of two years. If the Employee
shall die while terminated from the Bank and is receiving payments
as set forth in Subsection 4(a) hereinabove, then the
Employee’s beneficiaries shall, at their option, be entitled
to receive the remainder of payments due hereunder in a lump sum.
Said amount shall be payable on the first day of the second month
following the decease of the Employee.
c.
Just Cause . Employer shall have the right to terminate
Employee’s employment under this Agreement at any
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