**Exhibit 10.24****EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT**          **THIS EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT**(“Agreement”) made as of the 1st day ofNovember 1, 2007, by and between **CENTRA BANK, INC.**, a West Virginia corporation (“Employer”), andHenry M. Kayes, Jr. (“Employee”), joined in by **CENTRA FINANCIAL HOLDINGS, INC.**, a West Virginiacorporation (“Centra Financial”), and by **CENTRA FINANCIAL CORPORATION-MORGANTOWN, INC.**, a WestVirginia corporation (“CFC”).***WITNESSETH THAT:***          **WHEREAS**, Employer desires to retain the services of Employee as its Executive Vice Presidentand Chief Operating Officer and President — Centra Financial Corporation-Martinsburg, Inc., andEmployee is willing to make his or her services available to Employer, on the terms and subject tothe conditions set forth herein; and          **WHEREAS,**Employee acknowledges that this Agreement is a benefit to him or her, that thisAgreement is not required for continued employment with Employer or any affiliate and thatEmployee 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 heretoagree as follows:          **1.****Employment****.**Employee is hereby employed as Executive Vice President and ChiefOperating Officer of Employer and President-Centra Financial Corporation-Martinsburg, Inc., to havesuch duties and responsibilities as are commensurate with such position. Employee hereby acceptsand 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 dutiesas are customarily performed by one holding such position in other same or similar
 

 
businesses orenterprises as that engaged in by Employer, and shall also additionally render such otherservices 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 fromand after the date hereof, and shall terminate on the day next preceding the second anniversary ofthe date hereof, except for the provisions of Subsection 4(d), which will survive the term of thisAgreement 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 afterthe 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 payto Employee, for the two-year period beginning on the date hereof, an annual salary of $165,000.00,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 accumulation
 

 
programs and stock purchase plans. Employee shall be entitled to four (4) weeks of vacationper year.               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 Employeeshall 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 beentitled to receive two year’s compensation, including base salary for purposes of benefitcalculation, and customary and usual incentives and bonuses (based on the average of the incentivesand bonuses paid to Employee during or for the previous two full years, or if less than two fullyears 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 inthis Agreement, including the benefits provided for in Section 3 hereof, will continue to be paidby Employer for a period of two (2) years. 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 forherein shall not be payable to Employee in the event of voluntary termination by Employee, excepton an occurrence of a Change of Control as provided for in Section 4(d) and a voluntary terminationby Employee
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following a material change in title, position, status, pay or benefits, location of employment or authority orduties by Employer without Just Cause.               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 ofthe Employee.               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, or (vi) a material breach by Employee of thisAgreement or any employment agreement with Employer. In the event Employee’s employment under thisAgreement is terminated for Just Cause, Employee shall have no right to receive compensation orother 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) ofEmployer at any time after the date hereof, and there is a termination as defined in Section
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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 ofpersons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) togetherwith its affiliates, excluding employee benefit plans of Employer, is or becomes, directly orindirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the SecuritiesExchange Act of 1934) of securities of Employer or Centra Financial representing 50% or more of thecombined voting power 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: (X) 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 (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 compositionof at least one-half of the members of Employer’s Board of Directors, except new directors whoseelection or nomination for election by Employer’s shareholders is approved by a vote of at least amajority of the directors still in office who were directors at the beginning of such two-yearperiod; or (iii) the shareholders of Employer or Centra Financial approve a merger or consolidationof Employer or Centra Financial with and into any other corporation or entity, which entity is thesurvivor, other than a merger or consolidation which would result in the voting securities ofEmployer or Centra Financial outstanding immediately prior thereto continuing to represent (eitherby remaining outstanding or being converted into voting securities of the surviving entity) atleast 50% of the combined voting power of the voting securities of Employer or Centra Financial orsuch surviving entity outstanding immediately after such 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,
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employer, stockholder, co-partner or in any other individual or representative capacitywhatsoever, 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 ormortgage 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 countycontiguous to any county in which Employer or its Affiliates have an office, nor will Employeesolicit, or assist any other person in soliciting, any depositors or customers of Employer or itsAffiliates or induce any then or former employee of Employer or its Affiliates to terminate theiremployment with Employer or its Affiliates. The term Affiliate as used in this Agreement means aPerson that directly or indirectly through one or more intermediaries, controls, or is controlledby, or is under common control with, another Person. The term Person as used in this Agreementmeans 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 amount as will result in no portion of the Payments beingsubject to such Excise Tax (the Safe Harbor Cap). For purposes of reducing the Payments of the
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Safe Harbor Cap, only amounts payable under this Agreement (and no other Payments) shall bereduced, unless consented to by Employee.                    (2) All determinations required to be made under this Subsection 4(g) shall be made bythe public accounting firm that is generally retained by Employer (the Accounting Firm). In theevent that the Accounting Firm is serving as accountant or auditor for any individual, entity orgroup effecting a Change of Control (or if the Accounting Firm fails to make the Determination),Employee may appoint another nationally recognized public accounting firm to make thedeterminations required hereunder (which accounting firm shall then be referred to as theAccounting Firm hereunder). If payments are reduced to the Safe Harbor Cap, the Accounting Firmshall provide a reasonable opinion to Employee that he or she is not required to report any ExciseTax on his federal income tax return. All fees, costs and expenses (including, but not limited tothe costs of retaining experts) of the Accounting Firm shall be borne by Employer, and thedetermination by the Accounting Firm shall be binding upon Employer and Employee (except asprovided in Subsection (3) below).                    (3) If it is established pursuant to a final determination of a court or an InternalRevenue Service (the IRS) proceeding which has been finally and conclusively resolved, thatPayments have been made to, or provided for the benefit of, Employee by Employer, which are inexcess of the limitations provided in this Section 4 (hereinafter referred to as an ExcessPayment), such Excess Payment shall be deemed for all purposes to be a loan to Employee made on thedate Employee received the Excess Payment and Employee shall repay the Excess Payment to Employeron demand, together with interest on the Excess Payment at the applicable federal rate (as definedin Section 1274(d) of the Code) from the date of Employee’s receipt of such Excess Payment untilthe date of such repayment. As a result of the uncertainty in the application of Section 4999 ofthe Code at the time of the determination, it is possible that Payments which will not have beenmade by Employer shall have been made (an Underpayment), consistent with the calculations requiredto be made under this Subsection 4(g). In the event that it is determined (i) by the AccountingFirm, Employer (which shall include the position taken by Employer, or together with itsconsolidated group, on its federal income tax return) or the IRS, or (ii) pursuant to a
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determination by a court, that an Underpayment has occurred, Employer shall pay an amount equal to such Underpayment toEmployee 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 last day of the second year following theyear 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 year prior to the year in which the separation fromservices occurs, or (ii) the dollar limit described in Section 401 (a)(17) of the Code. To theextent Termination Compensation payable in monthly installments under this Section 4 is required tobe deferred under the preceding sentence, the first six months of monthly installments shall bepayable in month seven following Employee’s separation from service and the remaining monthlypayments shall be made when otherwise scheduled.               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:
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     (i) the Employee will not perform any services for the Company or its Affiliates afterTermination of Employment, or     (ii) the Employee will continue to provide services for the Company or its Affiliates at anannual rate that is less than fifty percent (50%) of the bona fide services rendered during theimmediately 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,and Employer and its Affiliates shall be entitled to all of the benefits, profits and otheremoluments arising from or incident to all work, services and advice of Employee, and Employeeshall not, during the Term hereof, become interested directly or indirectly, in any manner, aspartner, officer, director, stockholder, advisor, employee or in any other capacity in any otherbusiness similar to Employer’s business; *provided, however*, that nothing herein contained shall bedeemed to prevent or limit the right of Employee to invest in a business similar to Employer’sbusiness if such investment is limited to less than 5% of the capital stock or other securities ofany corporation or similar organization whose stock or securities are publicly owned or areregularly traded on any public exchange or less than 1% of the capital stock of any other entity.          **6.****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 Operating 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.          **7.****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.
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               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