THIS
EMPLOYMENT AGREEMENT (“Agreement”) made as of the
1st day of June , 2009, by and between
CENTRA BANK, INC. , a West Virginia corporation
(“Employer”), and Kevin D. Lemley
(“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
CFO , 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 CFO ,
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 May 31 , 2011.
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 $
123,000.00 , 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. 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 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. 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
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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 or her 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.
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 and trust businesses,
or the savings and loan or mortgage banking business, or any other
business in which Employer or its Affiliates are engaged, anywhere
in any county in which Employer or its Affiliates have an office,
and in any county contiguous to any county in which Employer or its
Affiliates have an office, nor will Employee solicit, or
assist
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any other
person in soliciting, any depositors or customers of Employer or
its Affiliates or induce any then or former employee of Employer or
its Affiliates to terminate their employment with Employer or its
Affiliates. The term Affiliate as used in this Agreement means a
Person that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, another Person. The term Person as used in this
Agreement means any person, partnership, corporation, group or
other entity.
e.
No Mitigation . In receiving any payments pursuant to this
Section 4, Employee shall not be obligated to seek other
employment or take any other action by way of mitigation of the
amounts payable to Employee hereunder and such amounts shall not be
reduced or terminated whether or not Employee obtains other
employment.
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