**Exhibit 10.27****EMPLOYMENT AGREEMENT**          **THIS EMPLOYMENT AGREEMENT**(“Agreement”) made effective as of the 17th day ofJanuary, 2008, by and between **CENTRA BANK, INC.**, a West Virginia corporation (“Employer”), and**DOUGLAS J. LEECH, JR.**(“Employee”), joined in by **CENTRA FINANCIAL HOLDINGS, INC.**, a West Virginiacorporation (“Centra Financial”).***WITNESSETH THAT:***          **WHEREAS**, Employer desires to retain the services of Employee as its President andChief Executive Officer, and Employee is willing to make his services available to Employer, on theterms and subject to the conditions set forth herein.          **NOW, THEREFORE**, in consideration of the mutual covenants contained herein, theparties hereto agree as follows:          **1. ****Employment****.**Employee is hereby employed as President and Chief Executive Officerof Employer, 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 andpursuant to the orders, advice, and direction of Employer and its Board of Directors. Employeeshall perform such duties as are customarily performed by one holding such position in other sameor similar businesses or enterprises as that engaged in by Employer, and shall also additionallyrender such other services and duties as may be reasonably assigned to him from time to time byEmployer, consistent with his position.          **2.****Term of Employment****.**The term of this Agreement shall commence from and after thedate hereof, and shall terminate on the day next preceding the fifth anniversary of the date hereofunless extended as provided herein. On each monthly anniversary date starting the first monthafter the date hereof, this Agreement will be automatically extended for one additional month;provided, however, that on any monthly anniversary date either Employer or Employeemay serve
 

 
notice to the other party to fix the term to a definite five-year period from the date of suchnotice, and thereafter no further automatic extensions will occur. At Employee’s request, a fullreview of this Agreement and the terms hereof may be requested by the Employee every two years.Notwithstanding the foregoing, this Agreement will not be extended beyond the first day of themonth coincident with or next following the date on which Employee attains age 65. The term ofthis Agreement as it may be extended pursuant to this Section 2 is hereinafter referred to as the“Term.”          **3. ****Compensation; Other Benefits****.**               a. Base Salary. For all services rendered by Employee to Employer under thisAgreement, Employer shall pay to Employee, for the one-year period beginning on the date hereof, anannual salary of $480,000, payable in accordance with the payroll practices of Employer applicableto all officers. This salary may be reviewed for an increase sooner if approved by the Board ofDirectors. After the first year following the date hereof, any salary increase payable to Employeeshall be determined based on a review of Employee’s total compensation package, Employer’sperformance, the performance of Employee and market competitiveness. Employee’s annual salary, asit may be adjusted upward only from time to time, will be his “Minimum Base Salary.”               b. Short-Term Incentive Bonus. Employee shall be paid “Short-Term IncentiveCompensation” at the end of each of Employer’s fiscal years which occurs in whole or in part duringthe Term based on an incentive plan to be developed by the Compensation Committee of the Board ofDirectors, including such factors as return on equity, earnings per share, efficiency ratio, andgrowth factors, including but not limited to, growth of assets, loans, deposits, and fee income,all with specific weighting and other factors, including but not limited to, the effects ofacquisitions by Employer and expansion of Employer’s operations, to be set annually by theCompensation Committee. Such incentive compensation plan shall be developed by the CompensationCommittee to comply in all respects with Internal Revenue Code § 409A (including, but not limitedto, the performance period consisting of at least 12 months and the establishment of the criteriafor Incentive Compensation prior to the commencement of the period for which such
 

 
Incentive Compensation is to be paid or within 90 days of the start of such period provided that the outcome issubstantially uncertain at the time the criteria are established).               c. Long-Term Incentive Compensation. Employee shall be paid a “Long-Term IncentiveCompensation” at the end of each of Employer’s fiscal years which occurs in whole or in part duringthe Term, based on an incentive plan to be developed by the Compensation Committee, which willconsider such factors as growth in stock price, return on shareholders’ equity and earnings pershare, over the previous three-year rolling period, with new three-year plans and goals to beestablished on a rolling basis each year by the Compensation Committee considering various factorsand circumstances, including but not limited to, acquisitions by Employer and expansion ofEmployer’s operations. Such incentive compensation plan shall be developed by the CompensationCommittee to comply in all respects with Internal Revenue Code § 409A (including, but not limitedto, the performance period consisting of at least 12 months and the establishment of the criteriafor Incentive Compensation prior to the commencement of the period for which such IncentiveCompensation is to be paid or within 90 days of the start of such period provided that the outcomeis substantially uncertain at the time the criteria are established).               d. Incentive Compensation. Short-Term Incentive Compensation and Long-Term IncentiveCompensation shall be referred to as “Incentive Compensation.” Any “Incentive Compensation” shallbe paid to Employee in a lump sum on or before the last day of the first quarter of the nextcalendar year. In the event that, during any fiscal year, Employee dies, is deemed to haveterminated his employment by reason of Disability, is terminated without Just Cause, or terminatesemployment pursuant to Sections 4(d) or 4(e) or as a result of breach by Employer, or if thisAgreement terminates because it is not extended under Section 2 of this Agreement, the “IncentiveCompensation” provided for herein shall be calculated as follows. For the Short-Term IncentiveCompensation, provided that the performance goals established by the Compensation Committee for thefiscal year in which such termination occurs are in fact met at the end of such fiscal year,Employee will receive an amount equal to the amount of Short-Term Incentive Compensation Employeewould have received had he remained employed until the end of such fiscal year multiplied by afraction, the numerator of which is the number of days of Employees’ employment with the Employerduring such year and the denominator of which is 365. For the Long-Term Incentive Compensation,Employee will receive, for each three-year rolling period in which Employee is participating at thetime of such termination, and provided that the performance goals established by the CompensationCommittee for such rolling period are in fact met at the end of such period, an amount equal to theamount of Long-Term Incentive Compensation Employee would have received had he remained employeduntil the end of such rolling period multiplied by a fraction, the numerator of which is the numberof days of
 

 
Employees’ employment with the Employer during such rolling period and the denominator of which is1,095.               e. Bonus. Employee shall be eligible for a “bonus” in addition to the previouslydescribed “Incentive Compensation”, such bonus to be awarded by the Board of Directors followingrecommendation by the Compensation Committee of such Board. Any bonus awarded is at the discretionof the Board and would incorporate and recognize accomplishments and achievements attributable toEmployee and/or his leadership which the Compensation Committee and/or the Board determined to bein the best long-term interests of the Employer and which contributions are not deemed to beadequately reflected in “Incentive Compensation”.               f. Fringe Benefits. Except as modified by this Agreement, Employee shall be entitledto participate in all compensation or employee benefit plans or programs for which Employee maylegally be eligible, and to receive all benefits, perquisites and emoluments for which any memberof senior management of Employer is eligible under any plan or program now or hereafter establishedand maintained by Employer, including group hospitalization, health, dental care, senior executivelife or other life insurance, travel or accident insurance, disability plans, tax-qualified ornon-qualified pension, savings, thrift, profit-sharing, bonus and incentive plans, deferredcompensation plans, sick-leave plans, auto allowance or auto lease plans or company car,supplemental retirement plans, executive incentive compensation plans, and executive contingentcompensation plans, including, without limitation, capital accumulation programs and stock purchaseplans.               g. Perquisites. Employer will also furnish Employee, without cost to him, with suchperquisites as are commensurate with Employee’s position and status including, but not limited to:(i ) membership in such country and business clubs as are reasonably necessary to the conduct ofEmployer’s business; (ii) an annual physical examination by a physician selected by Employee; (iii)use of a vehicle of Employee’s choice and related insurance coverage; (iv) personal financial,investment and tax advice, with any firm selected by Employee, not to exceed a reasonable sum perannum, to the extent costs or expenses of Employee to be reimbursed are properly documented; (v) ahome security system, with a cost not to exceed $15,000, with monthly fees; and (vi) at least 30days of paid vacation each year with any unused vacation days carried over in
 

 
accordance with the Employer’s standard policy. These benefits will be provided annually withthe dollar amounts only to be approved by the compensation or similar committee of Employer. Allbenefits under this subsection shall be “grossed up for taxes.” The term “grossed up for taxes” orany variant thereof, when used in this Agreement, means that to the extent any benefit or paymentor transfer of any asset, except for salary, bonus or Incentive Compensation, results in taxableincome being imputed to Employee (*e.g.*, for personal use of an automobile), Employer will reimburseEmployee for all tax costs incurred to restore him to the same after-tax position in which he wouldhave been had income not been imputed. Such tax reimbursement shall be paid in a lump sum on orbefore the end of the calendar year next following the year in which Employee remits the relatedtax payments.               h. Expenses. Employer shall pay or reimburse Employee for all reasonable travel andother expenses incurred by Employee (and his spouse where there is a legitimate business reason forhis spouse to accompany him) in connection with the performance of his duties and obligations underthis Agreement, including but not limited to the annual fees for credit cards used for Employer’spurposes, and subject to Employee’s presentation of appropriate vouchers in accordance with suchprocedures as Employer may from time to time establish for senior officers.               i. Restricted Stock. Annually, in addition to any shares issued as IncentiveCompensation, while Employee is employed with Employer, Employee may receive shares of common stockof Centra Financial in the discretion of the Board of Directors on such terms and conditions as theBoard of Directors may establish, at no cost to him, plus an amount in cash equivalent to the taxeson such shares, so that Employee has no income tax expense. Such shares shall be “restricted”shares and subject to resale restrictions under applicable securities laws.          **4. ****Termination****.**               a. Termination of Employment. Except for Just Cause (or voluntary termination underSection 4(e)), in the event that the Employee shall suffer a termination of employment, including,but not limited to, a termination due to the Disability of Employee or due to
 

 
a material change inworking conditions, title, position, status, pay or benefits, location of employmentor authority or duties, the Employee shall be entitled to receive all compensation providedfor herein, including, but not limited to, Employee’s base salary and customary and usualincentives and bonuses, including, but not limited to, all Incentive Compensation and discretionarybonuses (based on Employee’s annual base salary for the year of termination, plus an average of thetotal of all incentives and bonuses actually paid for the three calendar years preceding thetermination event, unless the termination event occurs during 2008, then the three-year average ofall incentives and bonuses paid shall include those paid in 2008, all as described and referencedin the attached footnote1 ) payable over a period of five years following saidtermination as if Employee were still employed, and all benefits as set forth in this Agreement,including, but not limited to, the benefits provided for in Section 3 hereof, grossed up for taxes,for a period of five years following said termination, except that Employer shall provide to eachof Employee and his then spouse country club dues for one club comparable to those to whichEmployee belongs as of the date of termination, premiums for term life insurance at levels providedto Employer’s employees generally and family health and dental insurance coverage at levelsprovided to Employer’s employees generally for life with respect to Employee and Employee’s spouse,which coverage may be attained with Medicare supplemental insurance if Employee and/or Employee’sspouse are eligible for Medicare, as long as the total coverage is at levels provided toEmployer’s employees, generally. The coverage provided for herein may require purchase of aseparate policy or policies and shall be 1 The compensation to Employee shall consist of two portions;the base salary portion and the incentive and bonus compensation portion. Thebase salary portion shall be equal to employee’s annual base salary in year oftermination. The bonus and incentive compensation shall be based on athree-year average of the three preceding calendar years, except if thetermination occurs in 2008, then 2008 shall be considered in the three-yearaverage. All bonuses and incentives shall be deemed earned in the year paidregardless of whether the services were performed in a prior year. Forexample, if Employee receives a bonus based on his performance during calendaryear 2009 but is not paid the bonus until 2010, the bonus shall be consideredearned in 2010. In further example, if a termination event occurs in 2010, thethree-year average for bonus and incentive compensation shall include amountsactually paid in years 2009, 2008, and 2007. However, if a termination eventoccurs in 2008, the three-year average for bonuses and incentive compensationshall include amounts actually paid in years 2008, 2007, and 2006. In theevent a bonus or incentive is declared by Employer and there is a terminationof Employee’s employment (within the meaning of this Section 4a) or death ofEmployee prior to the bonus or incentive being paid to Employee, such bonus orincentive shall be treated as if it was actually paid to Employee on the dayprior to the termination or death.
 

 
at no cost to Employee and Employee’s spouse and shall begrossed up for taxes. Employer shall transfer ownership of the car then provided toEmployee, at no cost to Employee, grossed up for taxes. In addition, all stock options thenoutstanding to Employee or to which Employee is entitled shall vest immediately. At the time ofsaid termination, this Agreement shall terminate and the Employer shall be obligated to make thepayments as set forth in this Subsection 4(a) as severance compensation to the Employee. In theevent that Employee shall suffer a termination due to Disability during the first five years of theterm of this Agreement, Employee’s annual compensation shall be 1.5 times all compensation,including the then Minimum Base Salary, plus Incentive Compensation and discretionary bonus, basedon the three years prior to termination and calculated in accordance with the Three-Year Averagedescribed previously in the Subsection 4(a), for the remaining term of this Agreement. Anypayments to Employee hereunder shall be offset against any payments to Employee under a disabilityplan of Employer which covers a substantial number of service providers and which was establishedbefore Employee became Disabled, so that Employee receives his entire compensation at the time oftermination.               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 annually all compensation provided for herein, including,but not limited to, customary and usual incentives and bonuses, including, but not limited to, allIncentive Compensation and discretionary bonuses (based on the same method described in Subsection4a) payable over a period of five years; provided, however, that, notwithstandinganything else to the contrary herein, Employee’s widow shall receive county club dues for one clubcomparable to those which Employee belongs as of the date of termination and family coverage healthand dental benefits at levels provided to Employer’s employees, generally, which may be attainedwith Medicare supplemental insurance if Employee and/or Employee’s spouse are eligible forMedicare, 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 beat no cost to Employee and Employee’s spouse and shall be grossed up for taxes. Employer willtransfer the automobile then provided to Employee to Employee’s spouse at no cost, grossed up fortaxes. If the Employee shall die while terminated from the Bank and is
 

 
receiving payments as setforth in Subsection 4(a) hereinabove, then the Employee’s beneficiaries shall be entitled toreceive the benefits provided forhereunder, plus the remainder of payments due hereunder in a lump sum. Said amount shall bepayable on the first day of the second month following the death of the Employee. On Employee’sdeath, any unvested stock options to purchase Centra Financial shares shall immediately vest toEmployee’s beneficiaries.               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 and limited to the following: termination forEmployee’s gross personal misbehavior which results in a material decline of net worth of Employer;willful, intentional and repeated failure to perform material duties that results in a materialdecline of net worth of Employer, except for reasons of Employees physical or mental healthcertified by a physician; breach of a fiduciary duty to Employer involving personal profit materialto the Employer, for the benefit of Employee; conviction of a felony involving personal dishonestyfor which Employer’s federal or state regulators require termination; or failure to pass any drugtest given by or on behalf of Employer pursuant to a drug testing policy applicable to Employer’semployees generally.                    Just Cause for any of the above referenced items will not be considered Just Cause unlessEmployee has received written notice from Employer of the circumstances claimed to constitute JustCause and such circumstances remain uncured or a reasonably satisfactory plan of correction is notput in place 30 days after the delivery of such notice. In the event Employee’s employment underthis Agreement is terminated for Just Cause, Employee shall have no right to receive compensationor other benefits under this Agreement for any period after such termination, and Employee shallnot be eligible for Incentive Compensation for the year of termination.               d. Change of Control. In the event of a Change of Control (as defined below) ofEmployer at any time after the date hereof, Employee may voluntarily terminate employment withEmployer up until 24 months after the Change of Control and be entitled to receive any compensationdue but not yet paid through the date of termination and in addition, all compensation and benefitsand other transfers, including, but not limited to, the automobile,
 

 
including the gross up fortaxes, as set forth in Section 4(a) of this Agreement for a period of five yearsfollowing such voluntary termination. In the event of a Change of Control during the initialfive-year Term of this Agreement, Employee’s annual compensation shall be 1.5 times allcompensation, including the then Minimum Base Salary and Incentive Compensation and discretionarybonus, based on the average for the three years prior to termination for the remaining term of thisAgreement.          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 30% or more of the combined votingpower of Employer’s then outstanding securities; provided, however, that any publicor private stock issuance by Employer shall not constitute a change of control for purposeshereunder; or (ii) during the term of this Agreement as a result of a tender offer or exchangeoffer for the purchase of securities of Employer (other than such an offer by Employer for its ownsecurities), or as a result of a public or private stock issuance by Employer, a proxy contest,merger, consolidation or sale of assets, or as a result of any combination of the foregoing, thereis a change in the composition of at least one-third 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 two-thirds of the directors still in office who weredirectors at the beginning of such two-year period; or (iii) the shareholders of Employer approve amerger or consolidation of Employer with any other corporation or entity regardless of which entityis the survivor, other than a merger or consolidation which would result in the voting securitiesof Employer outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or being converted into voting securities of the surviving entity) at least 80% of thecombined voting power of the voting securities of Employer or such surviving entity outstandingimmediately after such merger or consolidation.               e. Voluntary Termination. Notwithstanding any other provision of this Agreement tothe contrary, in the event that Employee voluntarily terminates employment with
 

 
Employer at anytime after January 1, 2010, Employee will be entitled to receive annually 60% of Employee’scompensation, together with all benefits and perquisites paid or to be paid hereunder, calculatedin accordance with Subsection 4(a), including gross up for taxes, for benefits for five yearsfrom the date on which Employee voluntarily terminates employment with Employer in accordancewith this Subsection 4(e), provided, however, that notwithstanding anything else inthis agreement to the contrary, Employee and his then spouse shall be provided with country clubdues 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 familyhealth 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 withMedicare supplemental insurance if Employee and/or Employee’s spouse are eligible for Medicare, aslong as the total coverage is at levels provided to Employer’s employees, generally. The coverageprovided for herein may require purchase of a separate policy or policies and shall be at no costto Employee and Employee’s spouse and shall be grossed up for taxes. Employer will transfer theautomobile then provided to Employee at no cost, grossed up for taxes. Such TerminationCompensation shall be payable at the times such amounts would have been paid in accordance withSection 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 Agreementshall be limited in amount to the lesser of: (i) the total provided to Employee thereunder duringthe calendar year prior to termination, adjusted for inflation using the CPI, or (ii) 30% ofEmployee’s Minimum Base Salary provided for in Subsection 3(a) hereof, adjusted for inflation usingthe CPI. If, while Employee is receiving payments under this Section, Employee works on afull-time basis at a financial institution in a position comparable to Employee’s position withEmployer as of the date of termination, then Employer may reduce the payments to Employee hereunderto the extent that Employee receives compensation from his then employer.               f. Covenants of Employee. During any period in which Employee receives compensationpursuant to this Section 4 hereof, Employee will not directly or indirectly, either as a principal,agent, employee, employer, stockholder, co-partner or in any other individual or representativecapacity whatsoever, engage in the banking and financial services business, which includesconsumer, savings, commercial banking and the insurance and trust businesses, or the
 

 
savings andloan or mortgage banking business, or any other business in which Employer or its Affiliates areengaged, or in any county, city or township in which Employer does business and any county, city ortownship contiguous to such county, city or township, nor will Employee solicit, or assist anyotherperson in so soliciting, any depositors or customers of Employer or its Affiliates or induceany then or former employee of Employer or its Affiliates to terminate their employment withEmployer or its Affiliates. The term “Affiliate” as used in this Agreement means a Person thatdirectly or indirectly through one or more intermediaries, controls, or is controlled by, or isunder common control with, another Person. The term “Person” as used in this Agreement means anyperson, partnership, corporation, group or other entity. In the event that a Change of Control (asdefined in Subsection 4(d)) occurs before or during the period of payment under this subsection,then the covenants not to compete contained herein shall no longer apply and shall be null and voidas to Employee, and Employee may receive the payments provided for hereunder free and clear of anysuch covenants or restrictions on competition with Employer. Notwithstanding any of the foregoing,Employee may engage in consulting, financial advisory, management or regulatory advisory or similarservices in any market of Employer, without the solicitation of loans, deposits or employees insuch markets, as an independent contractor, without violating this Section 4(f).               g. 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 except as otherwise provided in Section 4(e), suchamounts shall not be reduced or terminated whether or not Employee obtains other employment.               h. Parachute Payments. Notwithstanding anything in this Agreement to the contrary, ifany of the payments provided for under this Agreement (the “Agreement Payments”), together with anyother payments that Employee has the right to receive (such other payments together with theAgreement Payments are referred to as the “Total Payments”), would constitute an “excess parachutepayment,” as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the“Code”) (an “Excess Parachute Payment”), the Employer (or its successor) shall pay to the Employeean amount equal to the sum of (i) any excise taxes or other taxes due as a result thereof, and (ii)any interest, fines and penalties resulting from such overpayment, plus (iii) an
 

 
amount necessary to reimburse the Employee substantially for any income, excise or other taxes payable by theEmployee with respect to the amounts specified in (i) and (ii) above, and the reimbursementprovided by this clause (iii). Such tax gross up payment shall be made to Employee no laterthan the due date of the Employee’s tax return reporting the amount of such tax.               i. Disability. For purposes of this Agreement, “Disability” means the Employee: (i)is unable to engage in any substantial gainful activity by reason of any medically determinablephysical or mental impairment which can be expected to result in death or can be expected to lastfor a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medicallydeterminable physical or mental impairment which can be expected to result in death or can beexpected to last for a continuous period of not less than twelve (12) months, receiving incomereplacement benefits for a period of not less than three (3) months under an accident and healthplan covering employees of the Company. To determine whether Employee is disabled, the Employeeand the Employer shall agree on an independent physician within 60 days of Employee’s physicianstating that Employee is disabled. If Employer and Employee cannot agree on an independentphysician, the Department or Section Chief of the particular discipline in question at theUniversity of Pittsburgh Medical Center shall determine disability.               j. 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 Section 4 prior tothe earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’sseparation from service, or (ii) the date of 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 for good reason,” asdefined in Treas. Reg. § 1.409A 1(n) and including a “separation from service for good reason,” asdefined in Treas. Reg. § 1.409A 1(n)(2)) that (a) is payable no later than the last day of thesecond year following the year in which the separation from service occurs, and (b) does not exceedtwo times the lesser of (i) the Employee’s annualized compensation for the year prior to the yearin which the separation from services occurs, or (ii) the dollar limit described in Section401(a)(17) of the Code. To the extent Termination Compensation payable in monthly installments
 

 
under this Section 4 is required to be deferred under the preceding sentence, the first six monthsof monthly installmentsshall be payable in month seven following Employee’s separation from service and the remainingmonthly payments shall be made when otherwise scheduled.               k. 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 as the Company orits Affiliates at an annual rate that is less than fifty percent (50%) ofthe bona fide services rendered during the immediately preceding twelve (12)months of employment.               l. Reimbursement or Payments in-kind. Payments In-Kind shall mean any amount payableto Employee following a separation of service pursuant to Section 4(a), 4(b), 4(c), 4(d), or 4(e)which would constitute a reimbursement or in-kind benefit under Internal Revenue Code § 409A andthe regulations thereunder. For example, such amount may include some or all of the payments forcountry club dues, term life insurance, and family health and dental insurance. Payments In-Kindshall be subject to the following restrictions:          (1) The amount of expenses eligible for reimbursement, or in-kind benefits provided duringEmployee’s taxable year shall not affect the expenses eligible for reimbursement, or in-kindbenefits to be provided in any other taxable year;
 

 
          (2) The reimbursement of any Payment In-Kind by Employer shall be made to Employee on orbefore the last day of the Employee’s taxable year following the taxable year in which the expensewas incurred; and          (3) The right to Payments In-Kind may not be subject to liquidation or exchange for any otherbenefit by either Employee or Employer.          **5. ****Other Employment****.**Employee shall devote all of his 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 containedshall be deemed to prevent or limit the right of Employee to invest in a business similar toEmployer’s business if such investment is limited to less than 5% of the capital stock or othersecurities of any corporation or similar organization whose stock or securities are publicly ownedor are regularly traded on any public exchange.          **6. ****Joinder by Centra Financial****.**Centra Financial joins into this Agreement toevidence its consent to, and its agreement to be bound by, the terms hereof, and further agrees toemploy Employee as its President and Chief Executive Officer during all times that Employee isPresident and Chief Executive Officer of Employer, with compensation to Employee to be made byEmployer until such time as Employer, Employee and Centra Financial agree to the contrary.          7. **Transfer of Insurance**. Employer currently holds a term policy of insurance on thelife of Employee of $5,000,000. Employer has previously transferred $2,000,000 of coverage toEmployee. At or shortly after the execution of this Agreement, Employer shall transfer toEmployee’s Irrevocable Life Insurance Trust $1,000,000 of the remaining coverage, with the annualcost paid by Employer, with a gross up for taxes. Employee will assign his rights to this$1,000,000 of remaining coverage as well as any right that Employee has or may have to the FutureTransfer of
 

 
$1,000,000 of coverage as provided for in this Paragraph 7 to Employee’s IrrevocableLife Insurance Trust. In the event of: (i) a Change of Control of Employer or (ii) the terminationof this Agreement not for Just Cause or (iii) the termination of this Agreement because ofDisability of Employee, then on the effective date of the Change of Control or the termination dateof this Agreement, Employer shall transfer $1,000,000 of coverage to Employee’s Irrevocable LifeInsurance Trust (“Future Transfer”). For the Future Transfer, Employer shall also transfer to the Employee funds whichcan be used to pay the premiums on such insurance, with a gross up for taxes thereon. The right tothe Future Transfer is personal to Employee and shall not apply to any other person, including butnot limited to, Employee’s spouse.          **8.****Other Plans****.**To the extent that Employee participates in any pension, supplementalpension or any other plan where benefits are based in whole or in part on years of service, anyperiod for which Employee receives post-termination compensation shall count as years of service,to the extent permitted by law or operation of the plan under tax and other rules, and such plansare deemed to be amended hereby.          **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:Corporate Secretary