EMPLOYMENT AND CHANGE-OF-CONTROL
AGREEMENT
THIS EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT
(“Agreement”) made as of the 1st day of
November , 2009, by and between CENTRA BANK, INC. , a
West Virginia corporation (“Employer”), and Henry M.
Kayes, Jr. (“Employee”), joined in by CENTRA
FINANCIAL HOLDINGS, INC. , a West Virginia corporation
(“Centra Financial”), and by CENTRA FINANCIAL
CORPORATION-MARTINSBURG, INC. , a West Virginia corporation
(“CFC”).
WHEREAS , Employer desires to retain the services of
Employee as its Executive Vice President and Chief Operating
Officer and President — Centra Financial
Corporation-Martinsburg, Inc., 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
Executive Vice President and Chief Operating Officer of Employer
and President — Centra Financial Corporation-Martinsburg, 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 the day next preceding the second anniversary of the
date hereof, except for the provisions of Subsection 4(d), which
will survive the term of this Agreement and shall be for a term of
two (2) years (Change-of-Control Term). The Change-of-Control
Term will be automatically extended for one month, on each monthly
anniversary date after the date hereof, that Employee is employed
by Employer.
3. Compensation; Other Benefits .
a. For
all services rendered by Employee to Employer under this Agreement,
Employer shall pay to Employee, for the two-year period beginning
on the date hereof, an annual salary of $185,000.00, 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, and to receive
all benefits, perquisites and emoluments for which executive
officers of Employer generally are eligible under any plan or
program now or hereafter established and maintained by Employer,
including group hospitalization, health, dental care, life
insurance, travel or accident insurance, disability plans,
tax-qualified or non-qualified pension, savings, thrift,
profit-sharing, bonus and incentive plans, deferred compensation
plans, sick-leave plans, and executive incentive compensation
plans, including, without limitation, capital accumulation programs
and stock purchase plans. Employee shall be entitled to four
(4) 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.
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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 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.
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
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 Section
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
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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 shareholders is approved by a vote of
at least a majority of the directors still in office who were
directors at the beginning of such two-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 immediately
prior thereto continuing to represent (either by remaining
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 or
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 and trust businesses,
or the
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