AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.44
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made effective as of the 13th day of
January, 2009, by and between CENTRA BANK, INC., a West Virginia corporation (“Employer”) and
XXXXXXX X. XXXXX, XX. (“Employee”), joined in by CENTRA FINANCIAL HOLDINGS, INC., a West Virginia
corporation (“Centra Financial”).
RECITALS:
A. The parties wish to amend the Employment Agreement among Employee, Employer and Centra
Financial dated as of January 17, 2008, as amended on March 17, 2008 (“Employment Agreement”) to
provide for clarification and to change the time when Employee may voluntarily resign with the
benefits provided for in the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Subsection 4(e) of the Employment Agreement is amended to read, in its entirety, as
follows:
e. Voluntary Termination. Notwithstanding any other provision of this Agreement to
the contrary (except for the provisions of Section 4(d), which provide for higher compensation), in
the event that Employee voluntarily terminates employment with Employer at any time after January
15, 2009, Employee will be entitled to receive annually 60% of Employee’s compensation, together
with all benefits and perquisites paid or to be paid hereunder, calculated in accordance with
Subsection 4(a), including gross up for taxes, for benefits for five years from the date on which
Employee voluntarily terminates employment with Employer in accordance with this Subsection 4(e),
provided, however, that notwithstanding anything else in this agreement to the
contrary, Employee and his then spouse shall be provided with country club dues for one club
comparable to those to which Employee belongs as of the date of termination, premiums for term life
insurance at levels provided to Employer’s employees generally, and family health and dental
insurance at no cost for life, at levels provided to Employer’s employees, generally and which
coverage, with respect to Employee and Employee’s spouse, may be attained with Medicare
supplemental insurance if Employee and/or Employee’s spouse are eligible for Medicare, as long as
the total coverage is at levels provided to Employer’s employees, generally. The coverage provided
for herein may require purchase of a separate policy or policies and shall be at no cost to
Employee and Employee’s spouse and shall be grossed up for taxes. Employer will transfer the
automobile then provided to Employee at no cost, grossed up for taxes. Such Termination
Compensation shall be payable at the times such amounts would have been paid in accordance with
Section 3; provided, however, that except as provided above with respect to health,
dental and life insurance, the benefits set forth in Subsections 3(f) and 3(g) of this Agreement
shall be limited in amount to the lesser of: (i) the total provided to Employee thereunder during
the calendar year prior to termination, adjusted for
inflation using the CPI, or (ii) 30% of Employee’s Minimum Base Salary provided for in
Subsection 3(a) hereof, adjusted for inflation using the CPI. If, while Employee is receiving
payments under this Section, Employee works on a full-time basis at a financial institution in a
position comparable to Employee’s position with Employer as of the date of termination, then
Employer may reduce the payments to Employee hereunder to the extent that Employee receives
compensation from his then employer.
2. No Other Amendments. Except as amended hereby, the Agreements shall remain in full
force and effect until amended by the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first
written above.
| CENTRA BANK, INC. | ||||||
| By Its Compensation Committee | ||||||
| By | /s/ Xxxxx X. Xxxxxx XX | |||||
| Xxxxx X. Xxxxxx XX | ||||||
| By | /s/ Xxxx X. Xxxxxxxxxx | |||||
| Xxxx X. Nessselroad | ||||||
| By | /s/ Xxxxxx X. Xxxxxx | |||||
| Xxxxxx X. Xxxxxx | ||||||
| By | /s/ Xxxxxxx. X. Xxxxxxxx | |||||
| Xxxxxxx X. Xxxxxxxx | ||||||
| EMPLOYEE | ||||
| Xxxxxxx X. Xxxxx, Xx. | ||||
| Xxxxxxx X. Xxxxx, Xx. | ||||
| CENTRA FINANCIAL HOLDINGS, INC. |
| By Its Compensation Committee | ||||||
| By | /s/ Xxxxx X. Xxxxxx XX | |||||
| Xxxxx X. Xxxxxx XX | ||||||
| By | /s/ Xxxx X. Xxxxxxxxxx | |||||
| Xxxx X. Nessselroad | ||||||
| By | /s/ Xxxxxx X. Xxxxxx | |||||
| Xxxxxx X. Xxxxxx | ||||||
| By | /s/ Xxxxxxx X. Xxxxxxxx | |||||
| Xxxxxxx X. Xxxxxxxx | ||||||
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