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AGREEMENT AMENDING
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN AGREEMENT
THIS AGREEMENT
AMENDING SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT is made as
of the 13 th
day of January, 2009, by and between
CENTRA BANK, INC. (“Bank”) and DOUGLAS J.
LEECH (“Executive”), joined in by CENTRA
FINANCIAL HOLDINGS, INC. (“Centra”) , the
corporate parent of Bank.
A.
The Bank, Centra and Executive have entered into a Supplemental
Executive Retirement Plan Agreement dated as of February 23,
2008 (the “Agreement”).
B.
The parties wish to clarify that the Agreement provides for certain
benefits in the event of voluntary termination after a Change of
Control (as that term is defined in the Agreement).
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1.
Amendment of Section 2.2 of the Agreement .
Section 2.2 of the Agreement is hereby amended to read, in its
entirety, as follows:
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2.2
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Involuntary Termination or Voluntary
Termination after Change of Control Benefit.
Upon the
Executive’s Involuntary Termination or Voluntary Termination
by Executive after a Change of Control, the Bank shall pay to the
Executive the benefit described in this Section 2.2 in lieu of any
other benefit under this Article.
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2.2.1
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Amount of Benefit
. Subject to
Sections 2.4 (vesting) and 2.5 (discounted present
value), the benefit under this Section 2.2 shall be a vested
percentage of 1.5 times the greater of the
following:
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A.
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65%
of the Current Year Compensation;
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B.
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65%
of the Three-Year Average; or
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C.
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65%
of the Five-Year Average
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2.2.2
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Form and Timing of
Benefit. The
Bank shall pay the annual benefit to the Executive in twelve
(12) equal monthly installments, commencing on the first day
of the month tha
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