AMENDED AND RESTATED
EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT
THIS AMENDED
AND RESTATED EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT
(“Agreement”) made as of the 13th day of October, 2008,
by and between CENTRA BANK, INC. , a West Virginia
corporation (“Employer”), and S. Todd Eckels
(“Employee”), joined in by CENTRA FINANCIAL
HOLDINGS, INC. , a West Virginia corporation (“Centra
Financial”), and by CENTRA FINANCIAL
CORPORATION-MORGANTOWN, INC. , a West Virginia corporation
(“CFC”).
WHEREAS ,
Employer desires to retain the services of Employee as its Senior
Vice President—Commercial Lending, and Employee is willing to
make his 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, 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 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 Senior Vice
President—Commercial Lending, 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
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 May 12, 2010.
3.
Compensation; Other Benefits .
a.
For all services rendered by Employee to Employer under this
Agreement, Employer shall pay to Employee, for the stated period
beginning on the date hereof, an annual salary of $149,000.00,
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 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. Employee shall
be entitled to four weeks of vacation per year.
c.
Employer shall pay or reimburse Employee for all reasonable travel
and other expenses incurred by Employee (and his spouse where there
is a legitimate business reason for his spouse to accompany him) in
connection with the performance of his 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.
d.
Employer shall provide Employee with a Company vehicle for business
and personal use.
e.
Employer shall pay or reimburse Employee for annual membership at
The Pines Country Club.
2
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 (2) years’
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 (2) full years, or if less than
two (2) full years the amount of said incentives and bonuses
so paid divided by two (2), 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, will continue to be paid by
Employer for a period of two (2) years. 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; provided,
however , that the payments provided for herein shall not be
payable to Employee in the event of voluntary termination by
Employee, except in an occurrence of a Change of Control as
provided for in Section 4(d) and 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 (2) 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 time for
Just Cause, which termination shall be effective
3
immediately.
Termination for “Just Cause” shall be defined as
(i) the willful and/or continued failure of Employee to
perform substantially his duties with the Employer to the
Employer’s reasonable satisfaction (other than any such
failure resulting from Employee’s incapacity due to illness),
(ii) the willful engaging by Employee in illegal conduct,
personal dishonesty, gross personal misbehavior, or gross
misconduct that is demonstrably injurious to Employer, Centra
Financial, or CFC, (iii) the Employee’s conviction of,
or plea of guilty or nolo contendere to, a felony involving
moral turpitude, (iv) breach of any fiduciary duty involving
personal profit, (v) failure to pass any legal drug test given
by or on behalf of the Employer pursuant to a drug testing policy
applicable to Employer’s employees generally, (vi) a
material breach by Employee of this Agreement or any employment
agreement with Employer, or (vii) breach of Section 6
hereof, with a breach to be determined in Employer’s sole
discretion. In the event Employee’s employment under this
Agreement is terminated for Just Cause, Employee shall have no
right to receive compensation or other benefits under this
Agreement for any period after such termination.
d.
Change of Control . In the event of a Change of Control (as
defined below) of Employer at any time after the date hereof, and
there is a termination as defined in Section 4(a) within
twenty-four (24) months after the Change of Control, Employee
shall be entitled to receive any compensation due but not yet paid
through the date of termination and all compensation and benefits
as set forth in Section 4(a) of this Agreement payable within
ninety (90) days following such termination.
A
“Change of Control” shall be deemed to have occurred if
(i) any person or group of persons (as defined in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934) together
with its affiliates, excluding employee benefit plans of Employer,
is or becomes, directly or indirectly, the “beneficial
owner” (as defined in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934) of securities of Employer or
Centra Financial representing 50% or more of the combined voting
power of Employer’s then outstanding securities; provided,
however , that any public or private stock issuance by Employer
shall not constitute a change of control for purposes hereunder, or
(ii) during the term of this Agreement: (X) as a result of a
tender offer or exchange offer for the purchase of securities of
Employer (other than such an offer by Employer for its own
securities), or (Y) as a result of a proxy contest, merger,
consolidation or sale of assets, and (Z) as a
4
result of
either or any combination of the foregoing, there is a change in
the composition of at least one-half of the members of
Employer’s Board of Directors, except new directors whose
election or nomination for election by Employer’s
shareholders is approved by a vote of at least a majority of the
directors still in office who are directors at the beginning of
such two (2) year period; or (iii) the shareholders of
Employer or Centra Financial approve a merger or consolidation of
Employer or Centra financial with and into any other corporation or
entity, which entity is the survivor, other than a merger or
consolidation which would result in the voting securities of
Employer or Centra Financial outstanding or being converted into
voting securities of the surviving entity) at least 50% of the
combined voting power of the voting securities of Employer or
Centra Financial or such surviving entity outstanding immediately
after such merger of consolidation.
e.
Non-Competition . During any period in which or for which
Employee receives compensation pursuant to this Agreement,
including any period represented by payments under Section 4(a)
hereof, Employee will not directly or indirectly, either as a
principal, agent, employer, stockholder, co-partne
|
