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 E. Richard Hilleary
(“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 SVP Senior Credit Officer , 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 SVP
Senior Credit Officer , 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 $ 112,750.00 , 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
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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 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
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any county in
which Employer or its Affiliates have an office, nor will Employee
solicit, or assist 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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