AMENDED
AND RESTATED
EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AND CHANGE-OF-CONTROL
AGREEMENT (“Agreement”) made as of the 12th day of
February, 2009, 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 Employee hereby
accepts and agrees to such employment, subject to the supervision
and pursuant to the orders, advice, and direction of Employer and
its Board of Directors. Employee shall perform such 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 ninety (90) days from the date hereof.
This Agreement shall renew for automatic terms of ninety
(90) days each, unless Employer, in its sole discretion,
notifies Employee that it will not renew this Agreement, prior to
the end of the Term or any renewal term.
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.
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a.
Termination of Employment . Except for Just Cause, in the
event that Employee shall suffer a termination of employment by
Employer during the term of this Agreement, the Employee shall be
entitled to receive ninety (90) days’ compensation,
including base salary for purposes of benefit calculation, and
customary and usual incentives and bonuses, pro rated to reflect
ninety (90) days’ compensation (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 ninety (90) days. 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
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 ninety (90) days. 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 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
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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 ninety
(90) days 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 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
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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 ninety
(90) day 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-partner or in any other
individual or representative capacity whatsoever, engage in the
banking and financial services business, which includes consumer,
savings, commercial banking and the insurance an
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