**3. ****Compensation; Other Benefits****.**a. For all services rendered by Employee to Employer under this Agreement, Employer shall payto Employee, for the two-year period beginning on the date hereof, an annual salary of $198,267.28,payable in accordance with the payroll practices of Employer applicable to all officers. Thissalary may be reviewed for an increase sooner if approved by Employee’s Board of Directors. Anysalary increase payable to Employee shall be determined based on a review of Employee’s totalcompensation package, Employer’s performance, the performance of Employee and marketcompetitiveness. Employee’s annual salary, as it may be adjusted from time to time, will be his orher base salary for purposes of future calculations of benefits. The base salary for purposes offuture calculation of benefits may not be reduced.b. Except as modified by this Agreement, Employee shall be entitled to participate in allcompensation or employee benefit plans or programs for which Employee may legally be eligible, andto receive all benefits, perquisites and emoluments for which executive officers of Employergenerally are eligible under any plan or program now or hereafter established and maintained byEmployer, including group hospitalization, health, dental care, life insurance, travel or accidentinsurance, disability plans, tax-qualified or non-qualified pension, savings, thrift,profit-sharing, bonus and incentive plans, deferred compensation plans, sick-leave plans, andexecutive incentive compensation plans, including, without limitation, capital accumulationprograms and stock purchase plans. Employee shall be entitled to four (4) weeks of vacation peryear.c. Employer shall pay or reimburse Employee for all reasonable travel and other expensesincurred by Employee (and his or her spouse where there is a legitimate business reason for his orher spouse to accompany him or her) in connection with the performance of his or her duties andobligations under this Agreement, subject to Employee’s presentation of appropriate vouchers inaccordance with such procedures as Employer may from time to time establish for executive officersgenerally.**4. ****Termination****.**a. Termination of Employment. Except for Just Cause, in the event that Employee shallsuffer a termination of employment by Employer or a material change in title, position, status, payor benefits, location of employment or authority or duties, the Employee shall be entitled toreceive two year’s compensation, including base salary for purposes of benefit calculation, andcustomary and usual incentives and bonuses (based on the average of the incentives and bonuses paidto Employee during or for the previous two full years, or if less than two full years the amount ofsaid incentives and bonuses so paid divided by two, prior to termination) payable to Employeewithin 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 countryclub membership, will continue to be paid by Employer for a period of two (2) years or untilEmployee is employed by a third party who provides or makes available such benefits to itsemployees, generally, whichever is earlier. At the time of said termination, this Agreement shallterminate and the Employer shall be obligated to make the payments as set forth in this Subsection4(a) as severance compensation to the Employee.Provided, however, that the payments provided for herein shall not be payable to Employee inthe event of voluntary termination by Employee, except a voluntary termination by Employeefollowing a material change in title, position, status, pay or benefits, location of employment orauthority or duties by Employer without Just Cause.
 
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b. Death. If Employee shall die during the Term, this Agreement and the employmentrelationship hereunder will automatically terminate on the date of death, which date shall be thelast date of the Term. Notwithstanding this Subsection 4(b), if Employee dies while employed byEmployer, Employee’s estate shall receive Employee’s Compensation as defined in Section 3 hereinfor a period of two years. If the Employee shall die while terminated from the Bank and isreceiving payments as set forth in Subsection 4(a) hereinabove, then the Employee’s beneficiariesshall, at their option, be entitled to receive the remainder of payments due hereunder in a lumpsum. Said amount shall be payable on the first day of the second month following the decease of theEmployee.c. Just Cause. Employer shall have the right to terminate Employee’s employment underthis 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 ofEmployee to perform substantially his or her duties with the Employer to the Employer’s reasonablesatisfaction (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 personalmisbehavior, or gross misconduct that is demonstrably injurious to Employer, Centra Financial, orCFC, (iii) the Employee’s conviction of, or plea of guilty or *nolo contendere*to, a felonyinvolving moral turpitude, (iv) breach of any fiduciary duty involving personal profit, (v) failureto pass any legal drug test given by or on behalf of the Employer pursuant to a drug testing policyapplicable to Employer’s employees generally, (vi) a material breach by Employee of this Agreementor any employment agreement with Employer, or (vii) breach of Section 6 hereof, with a breach to bedetermined in Employer’s sole discretion. In the event Employee’s employment under this Agreementis terminated for Just Cause, Employee shall have no right to receive compensation or otherbenefits under this Agreement for any period after such termination.d. Change of Control. In the event of a Change of Control (as defined below) ofEmployer 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 anycompensation due but not yet paid through the date of termination and all compensation and benefitsas set forth in Section 4(a) of this Agreement payable within ninety (90) days following suchtermination.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 itsaffiliates, 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 of1934) of securities of Employer or Centra Financial representing 50% or more of the combined votingpower of Employer’s then outstanding securities; *provided, however*, that any public or privatestock 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
 
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 purchase of securities of Employer (other than such anoffer 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 ofDirectors, except new directors whose election or nomination for election by Employer’sshareholders is approved by a vote of at least a majority of the directors still in office who weredirectors at the beginning of such two-year period; or (iii) the shareholders of Employer or CentraFinancial approve a merger or consolidation of Employer or Centra Financial with and into any othercorporation or entity, which entity is the survivor, other than a merger or consolidation whichwould result in the voting securities of Employer or Centra Financial outstanding immediately priorthereto continuing to represent (either by remaining outstanding or being converted into votingsecurities of the surviving entity) at least 50% of the combined voting power of the votingsecurities of Employer or Centra Financial or such surviving entity outstanding immediately aftersuch merger or consolidation.e. Non-Competition. During any period in which or for which Employee receivescompensation pursuant to this Agreement, including any period represented by payments under Section4(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 inthe banking and financial services business, which includes consumer, savings, commercial bankingand the insurance and trust businesses, or the savings and loan or mortgage banking business, orany other business in which Employer or its Affiliates are engaged, anywhere in any county in whichEmployer or its Affiliates have an office, and in any county contiguous to any county in whichEmployer or its Affiliates have an office, nor will Employee solicit, or assist any other person insoliciting, any depositors or customers of Employer or its Affiliates or induce any then or formeremployee of Employer or its Affiliates to terminate their employment with Employer or itsAffiliates. The term Affiliate as used in this Agreement means a Person that directly or indirectlythrough 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.f. No Mitigation. In receiving any payments pursuant to this Section 4, Employee shallnot be obligated to seek other employment or take any other action by way of mitigation of theamounts payable to Employee hereunder and such amounts shall not be reduced or terminated whetheror not Employee obtains other employment.g. Parachute Payments.(1) Notwithstanding anything in this Agreement to the contrary, in the event it shall bedetermined that any payment, award, benefit or distribution (or any acceleration of any payment,award, benefit or distribution) by Employer (or any of its affiliated entities) or any entity whicheffectuates a Change of Control (or any of its affiliated entities) to or for the benefit ofEmployee (whether pursuant to the terms of this Agreement or otherwise) (the Payments) would besubject to the excise tax (the Excise Tax) under Section 4999 of the Internal Revenue Code of 1986,as amended (the Code), then the amounts payable to Employee under this Agreement shall be reduced(reducing first the payments under Section 3(b), unless an alternative method of reduction iselected by Employee) to the maximum amountas will result in no portion of the Payments being subject to such Excise Tax (the Safe HarborCap). For purposes of reducing the Payments of the Safe Harbor Cap, only amounts payable under thisAgreement (and no other Payments) shall be reduced, unless consented to by Employee.
 
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(2) All determinations required to be made under this Subsection 4(g) shall be made by thepublic accounting firm that is generally retained by Employer (the Accounting Firm). In the eventthat the Accounting Firm is serving as accountant or auditor for any individual, entity or groupeffecting a Change of Control (or if the Accounting Firm fails to make the Determination), Employeemay appoint another nationally recognized public accounting firm to make the determinationsrequired hereunder (which accounting firm shall then be referred to as the Accounting Firmhereunder). If payments are reduced to the Safe Harbor Cap, the Accounting Firm shall provide areasonable opinion to Employee that he or she is not required to report any Excise Tax on hisfederal income tax return. All fees, costs and expenses (including, but not limited to the costs ofretaining experts) of the Accounting Firm shall be borne by Employer, and the determination by theAccounting Firm shall be binding upon Employer and Employee (except as provided in Subsection (3)below).(3) If it is established pursuant to a final determination of a court or an Internal RevenueService (the IRS) proceeding which has been finally and conclusively resolved, that Payments havebeen made to, or provided for the benefit of, Employee by Employer, which are in excess of thelimitations provided in this Section 4 (hereinafter referred to as an Excess Payment), such ExcessPayment shall be deemed for all purposes to be a loan to Employee made on the date Employeereceived the Excess Payment and Employee shall repay the Excess Payment to Employer on demand,together with interest on the Excess Payment at the applicable federal rate (as defined in Section1274(d) of the Code) from the date of Employee’s receipt of such Excess Payment until the date ofsuch repayment. As a result of the uncertainty in the application of Section 4999 of the Code atthe time of the determination, it is possible that Payments which will not have been made byEmployer shall have been made (an Underpayment), consistent with the calculations required to bemade under this Subsection 4(g). In the event that it is determined (i) by the Accounting Firm,Employer (which shall include the position taken by Employer, or together with its consolidatedgroup, on its federal income tax return) or the IRS, or (ii) pursuant to a determination by acourt, that an Underpayment has occurred, Employer shall pay an amount equal to such Underpaymentto Employee within ten (10) days of such determination together with interest on such amount at theapplicable federal rate from the date such amount would have been paid to Employee until the dateof payment.h. Key Employee. To the extent that Employee is a “key employee” (as defined underSection 416(i) of the Internal Revenue Code, disregarding Section 416(i)(5) of the Internal RevenueCode) of the Company, no payment of Termination Compensation may be made under this Section 4 priorto the earlier of (i) the expiration of the six (6) month period measured from the date ofEmployee’s separation from service, or (ii) the date of the Employee’s death; provided, however,that the six (6) month delay required under this Section 4(i) shall not apply to the portion of anypayment resulting from the Employee’s “involuntary separation from service” (as defined in Treas.Reg. 1.409A 1(n) and including a “separation from service for good reason” as defined in Treas.Reg. 1.409A i(n)(2) that (a) is payable no later than the lastday of the second year following the year in which the separation of service occurs, and (b)does not exceed two times the lesser of (i) the Employee’s annualized compensation for the yearprior to the year in which the separation from services occurs, or (ii) the dollar limit describedin Section 401 (a)(17) of the Code. To the extent Termination Compensation payable in monthlyinstallments under this Section 4 is required to be deferred under the preceding sentence, thefirst six months of monthly installments shall be payable in month seven following Employee’sseparation from service and the remaining monthly payments shall be made when otherwise scheduled.
 
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i. Termination of Employment. Any reference in this Agreement to a termination ofemployment, severance from employment or separation from employment shall be deemed to mean a“Termination of Employment.” A “Termination of Employment” means the termination of the Employee’semployment with the Company and its Affiliates for reasons other than death or disability. Whethera Termination of Employment takes place is determined based on the facts and circumstancessurrounding the termination of the Employee’s employment. A Termination of Employment will beconsidered to have occurred if it is reasonably anticipated that:(i) the Employee will not perform any services for the Company or itsAffiliates after Termination of Employment, or(ii) the Employee will continue to provide services for the Company or itsAffiliates at an annual rate that is less than fifty percent (50%) of the bona fideservices rendered during the immediately preceding twelve (12) months of employment.**5. ****Other Employment****.**Employee shall devote all of his or her business time, attention,knowledge and skills solely to the business and interest of Employer and its Affiliates, andEmployer and its Affiliates shall be entitled to all of the benefits, profits and other emolumentsarising from or incident to all work, services and advice of Employee, and Employee shall not,during the Term hereof, become interested directly or indirectly, in any manner, as partner,officer, director, stockholder, advisor, employee or in any other capacity in any other businesssimilar to Employer’s business; *provided, however*, that nothing herein contained shall be deemed toprevent or limit the right of Employee to invest in a business similar to Employer’s business ifsuch investment is limited to less than 5% of the capital stock or other securities of anycorporation or similar organization whose stock or securities are publicly owned or are regularlytraded on any public exchange or less than 1% of the capital stock of any other entity.**6. ****Nondisparagement****.**Employee agrees that during the Term of this Agreement and for five(5) years thereafter not to make any statements that disparage Employer, its respective affiliates,employees, officers, directors, products or services. Notwithstanding the foregoing, statementsmade in the course of sworn testimony in administrative, judicial or arbitral proceedings(including, without limitation, depositions in connection with such proceedings) shall not besubject to this Section 6. For the purposes of this Agreement the term “disparagement”,“disparaging” or “disparage” shall mean a comment, remark, statement or implication, direct orindirect, made orally, in writing or by any other medium that has the effectof: (i) casting doubt on the quality of goods or services of a person or entity; (ii) influencing,or tending to influence, another not to conduct business or associate with a person or entity;(iii) derogating, belittling, discrediting, casting in a bad light or defaming a person or entity;or (iv) taking away, casting doubt on, or reducing, or detracting from, the general reputation,veracity, competency, character or worth of a person or entity or the quality of the products orservices of a person or entity.
 
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**7. ****Arbitration****.**Except as otherwise provided in this Section 7, all disputes arisingout of or relating to this Agreement, the interpretation or application of this Agreement, orEmployee’s employment with Employer (hereinafter “Covered Disputes”), shall be resolved solely andexclusively by binding arbitration, applying the law of West Virginia.Unless otherwise agreed in writing by the parties: (i) the arbitration will be conducted before a single arbitrator ofthe American Arbitration Association (“AAA”), in accordance with the rules ofthe AAA then in effect regarding arbitration of employment disputes, whicharbitrator shall be independent of and from all of the parties, and thearbitrator, any immediate family member living in the arbitrator’s household orany entity controlled by the arbitrator or any immediate family member livingin the arbitrator’s household shall not be a customer, supplier, contractor orshareholder of Employer or any affiliate thereof; and  (ii) the arbitration will be conducted in Morgantown, West Virginia.For purposes of the foregoing, “control” shall mean the direct or indirect ownership of amajority of an entity’s capital stock, ownership units or other ownership interests, or the director indirect ownership of an interest in a partnership as a general partner. The award rendered bythe arbitrator shall be binding on the parties, and judgment on such award may be entered by anycourt of competent jurisdiction.a. Injunctions to Enforce Arbitration and to Restrain Violations PendingArbitration. Notwithstanding the foregoing, either party may file a lawsuit to compelarbitration of disputes between the parties and to enjoin violations of this Agreementpending arbitration. Such lawsuit may be brought only in the Circuit Court of MonongaliaCounty, West Virginia, or the United States District Court for the Northern District of WestVirginia, and Employee and Employer hereby waive any right that they might have to challengethe selection of those forums, including but not limited to challenges to personaljurisdiction, venue, or the convenience of the forum. Specifically, by executing thisAgreement, Employee and Employer agree, consent, and stipulate that, in any action to compelarbitration of a Covered Dispute or to enjoin violations of this Agreement pendingarbitration: (i) the aforesaid courts have personal jurisdiction over Employee andEmployer, (ii) venue is proper in those courts, (iii) those courts provide a convenientforum for that action; and (iv) neither the Employer nor the Employee shall be required toprovide a bond or surety pursuant to West Virginia Code Section 53-5-9, and in the eventsuch bond or such surety is required that the amount of such bond or such surety be aslittle as possible.
 
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To the maximum extent permitted by the law, the parties stipulate and agree that thisprovision supersedes any analysis of choice of laws. To the extent that a choice-of-laws analysisis required, the parties stipulate and agree that West Virginia and Federal law shall govern suchanalysis.b. Arbitration Costs. Employer shall pay all costs and fees charged by AAA for thearbitration, including the arbitrator’s fees and expenses (“Arbitration Costs”) provided, however,the arbitrator shall apportion the award of Arbitration Costs between the parties based upon theirrelative degree of success.**8. ****Joinder by Centra Financial and CFC****.**Centra Financial and CFC join into thisAgreement to evidence their consent to, and their agreement to be bound by, the terms hereof. CFCfurther agrees to employ Employee as its Executive Vice President and Chief Credit Officer ofEmployer and President — Centra Financial Corporation-Martinsburg, Inc. during all times thatEmployee is Executive Vice President of Employer, with compensation to Employee to be made byEmployer until such time as Employer, Employee, CFC, and Centra Financial agree to the contrary.**9. ****Miscellaneous****.**a. This Agreement shall be governed by and construed in accordance with the laws of the Stateof West Virginia without regard to conflicts of law principles thereof.b. This Agreement constitutes the entire Agreement between Employee and Employer, with respectto the subject matter hereof, and supersedes all prior agreements with respect thereto.c. This Agreement may be executed in one or more counterparts, all of which, taken together,shall constitute one and the same instrument.d. Any notice or other communication required or permitted under this Agreement shall beeffective only if it is in writing and delivered in person or by reliable overnight courier serviceor deposited in the mails, postage prepaid, return receipt requested, addressed as follows:To Employer:PresidentCentra Bank, Inc.990 Elmer Prince DriveP. O. Box 656Morgantown, WV 26507-0656
 
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with a copy to:PresidentCentra Financial Holdings, Inc.Centra Financial Corporation-Morgantown, Inc.