**Exhibit 10.a.**

 

**EMPLOYMENTAGREEMENT**

**BETWEEN**

**LOGANCOUNTY BANCSHARES, INC.,**

**LOGAN BANK& TRUST COMPANY,**

**AND**

**EDDIE D.CANTERBURY**

 

**THIS AGREEMENT** iseffective as of the 1st day of October, 1998, by and between **LOGAN COUNTY BANCSHARES, INC**., a WestVirginia corporation (hereinafter referred to as the “**CORPORATION**”); **LOGAN BANK & TRUST COMPANY**, a West Virginia bankingcorporation, having its principal office in Logan*,*West**Virginia(hereinafter referred to as the “**BANK**”);and **EDDIE D. CANTERBURY**(hereinafter referred to as “**EMPLOYEE**”).  The Corporation and the Bank are collectivelyreferred to herein as the “**EMPLOYERS**”;

 

**W I T N E S S E T H:**

 

**WHEREAS**, Employee isthe Executive Vice President and Chief Executive Officer of each of theEmployers and has developed an intimate and thorough knowledge of the Employers’business methods and operations; and

 

**WHEREAS,** theretention of Employee’s services, for and on behalf of the Employers, is ofmaterial importance to the preservation and enhancement of the value of theEmployers’ business;

 

**NOW, THEREFORE,**inconsideration of the mutual covenants herein set forth, the Employers and theEmployee do hereby agree as follows:

 

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**I.****                                         TERMOF EMPLOYMENT.**

 

## **1.1****                              **TheEmployers hereby employ the Employee as Executive Vice President and ChiefExecutive Officer of each of the Employers, and Employee hereby accepts saidemployment and agrees to render such services to the Employers on the terms andconditions set forth in this Agreement.  Theinitial term of employment under this Agreement shall commence on October 1,1998, and shall terminate on September 30, 2001, unless further extendedor sooner terminated in accordance with the terms and conditions hereinafterset forth.  On October 1, 1999, andon each October 1 thereafter (the “Annual Anniversary Date”), the term ofemployment under this Agreement shall be renewed automatically for anadditional year**(so that theactual term of employment hereunder always will be between two [2] and three[3] years), unless either the Boards of Directors of the Employers or theEmployee gives contrary written notice to the other not less than forty-five(45) days in advance of such anniversary date; in no event, however, shall theterm of the Employee’s employment pursuant to this Agreement extend beyond theend of the calendar month in which the Employee’s sixty-fifth (65th) birthdayoccurs. References herein to the term of this Agreement shall refer both to theinitial term and successive terms.

 

## **1.2****                              **Duringthe term of this Agreement, the Employee shall perform such executive servicesfor**the Employers as may beconsistent with his title and from time to time be assigned to him by theEmployers’ Board of Directors.

 

## **1.3****                              **Duringthe term of this Agreement, Employee shall devote his best efforts, includingsuch portion of his time and effort to the affairs and business of theEmployers as he has customarily provided as Chief Executive Officer.

 

**II.****                                     COMPENSATION.**

 

## **2.1****                              **TheEmployers will compensate and pay Employee for Employee’s services during the termof the Agreement at a minimum base salary of One Hundred Ten Thousand Dollars($110,000.00) per year, which may be increased from time to time in suchamounts as may be determined by the Boards of Directors (“Base Salary”).

 

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**III.****                                 BENEFITS.**

 

## **3.1****                              **Employee’spresent benefits will continue unchanged unless such change occurs pursuant toa change of benefit(s) applicable to all of Bank’s employees.

 

**IV.****                                EXPENSES.**

 

## **4.1****                              **TheEmployers shall reimburse Employee or otherwise provide for or pay for allreasonable expenses incurred by Employee in furtherance or in connection withthe business of the Employers, to the same extent and in the same manner assuch expense reimbursement has heretofore been made by Employers to Employee.  If such expenses are paid in the firstinstance by Employee, the Employers will reimburse Employee therefor.

 

**V.****                                    COMPETITIVEACTIVITIES.**

 

## **5.1****                              **Employeeagrees that during the term of his employment hereunder, except with theexpress consent of the Boards of Directors of the Employers, he will not,directly or indirectly, engage in or make any financial investment in any firm,corporation, business entity or business enterprise competitive with or to anybusiness of the Employers; provided, however, that Employee shall notthereby be precluded or prohibited from owning passive investments, includinginvestments**in the securities ofother financial institutions of not more than two percent (2%) of itsoutstanding capital stock, so long as such ownership does not require him todevote substantial time to management or control of the business or activitiesin which he has invested.

 

## **5.2****                              **Employeeagrees and acknowledges that by virtue of his employment hereunder, he willmaintain an intimate knowledge of the activities and affairs of the Employers,including trade secrets and other confidential matters.  As a result, and also because of the special,unique, and extraordinary services that Employee is capable of performing forthe Employers or one of its competitors, Employee recognizes that the servicesto be rendered by him hereunder are of a character giving them a peculiarvalue, the loss of which cannot be adequately or reasonably compensated for bydamages.  Employee therefore agrees that ifhe fails to render to the Employers the services required hereunder, theEmployers shall he entitled to immediate injunctive or other equitable reliefto restrain

 

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## Employee from failing to render his services hereunder, in addition toany other remedies to which the Employers may be entitled under law; provided,however, that the right to such injunctive or other equitable relief shallnot survive the termination of Employee’s employment.

 

**VI.****                                TERMINATION.**

 

## **6.1****                              **TheEmployers shall have the right, at any time upon prior written Notice ofTermination satisfying the requirements of Section 6.5(c) hereunder, toterminate Employee’s employment hereunder, including termination for justcause and termination because the Employee becomes subject to a Total andPermanent Disability.  For the purpose ofthis Agreement, “termination for just cause” shall mean termination forpersonal dishonesty, incompetence, willful misconduct, breach of fiduciaryduty, willful failure to perform lawful duties assigned and prescribed byEmployers’ Boards of Directors, willful violation of any law, rule orregulation (other than traffic violations or similar offenses) or finalcease-and-desist order, or material breach of any provision of this Agreement.  For purposes of this paragraph, no act, orfailure to act, on the Employee’s part shall be considered “willful” unlessdone, or omitted to be done, by him not in good faith and without reasonablebelief that his action or omission was in the best interest of the Employers;provided that any act or omission to act on the Employee’s behalf in relianceupon an opinions of counsel to the Employers or counsel to the Employee shallnot be deemed to be willful.

 

## **6.2****                              **Inthe event employment is terminated for just cause or Total and Permanent Disabilitypursuant to Section 6.1 hereof, Employee shall have no right tocompensation or other benefits for any period after such date of termination.  If Employee is terminated by the Employersother than for just cause or Total and Permanent Disability pursuant to Section 6.1hereof, Employee’s right to compensation and other benefits under thisAgreement shall be as set forth in Section 6.5(e) hereof.

 

## **6.3****                              **Employeeshall have the right, upon prior written Notice of Termination of not less thanthirty (30) days satisfying the requirements of Section 6.5(c) hereof; toterminate his employment hereunder, but in such event.  Employee shall have no right after the dateof termination to compensation or other benefits as provided in this Agreement,unless such

 

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## termination is for good reason, as defined, pursuant to Section 6.5(a)hereof.  If Employee provides a Notice ofTermination for good reason, as defined, the date of termination shall be thedate on which a Notice of Termination is given.

 

## **6.4****                              **Inthe event that Employee is terminated in a manner which violates the provisionof Section 6.1, as determined by a Court of competent jurisdiction,Employee shall be entitled to reimbursement for all reasonable costs, includingattorney’s fees in challenging such termination.  Such reimbursement shall be in addition toall rights to which Employee is otherwise entitled under this Agreement.

 

## **6.5****                              **(a)****Employee may terminate his employmenthereunder for good reason.  For purposes ofthis Agreement, “good reason” shall mean (A) a failure by the Employers tocomply with any material provision of this Agreement, which failure has notbeen cured within twenty-five (25) days after a notice of such noncompliancehas been given by Employee to the Employers; (B) subsequent to a change incontrol of the Employers and without Employees express written consent, (i) theassignment to Employee of any duties inconsistent with Employee’s positions,duties, responsibilities and status with the Employers immediately prior to achange in control of the Employers, or a change in Employee’s reportingresponsibilities, titles or offices as in effect immediately prior to a changein control of the Employers, (ii) any removal of Employee from, or any failureto re-elect Employee to, any of the positions held by Employee, except inconnection with a termination of employment for just cause, disability, death,retirement or pursuant to Section 6.1 hereof, (iii) a reduction by theEmployers in Employee’s Base Salary as in effect immediately priorto a change in control of the Employers or as the same may be increased fromtime to time, (iv) a requirement that Employee be relocated to an office whichis more than one hundred (100) miles from the currently principal executiveoffices of the Bank, (v) the taking of any action by the Employers which wouldadversely affect Employee’s benefits mentioned in Sub-part 3.1 hereof, whichEmployee has at the time of a change in control of the Employers or (vi) anypurported termination of Employee’s employment which is not effected pursuantto a Notice of Termination satisfying the requirements of paragraph (c) hereof(and for purposes of this Agreement, no such purported termination shall beeffective); or (C) any purported termination of Employee’s employment which is

 

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## not effected pursuant to a Notice of Termination satisfying therequirements of paragraph (c) hereof (and for purposes of this Agreement nosuch purported termination shall be effective).

 

### (b)                                 For purposes of thisAgreement, a “change in control of the Employers” shall mean a change in controlof a nature that would be required to be reported in response to Item 6(e) of Schedule 14Aof Regulation 14A promulgated under the Securities Exchange Act of 1934 (the “ExchangeAct”); provided that, without limitation, such a change in control shall bedeemed to have occurred if (A) any “person” (as such term is used in Sections13(d) and 14(d) of the Exchange Act in effect on the date first written above)other than the Employers is or becomes the “beneficial owner” (asdefined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of the Employers representing twenty-five percent (25%) or more ofthe**combined voting power of theCorporation’s or the Bank’s then outstanding securities, or (B) during anyperiod of two (2) consecutive years during the term of this Agreement,individuals who at the beginning of such period constitute the Boards ofDirectors of the Employers cease for any reason to constitute at least amajority thereof; unless the election of each Director who was not a Directorat the beginning of such period has been approved in advance by Directorsrepresenting at least two-thirds (2/3rds) of the Directors then in office whowere Directors at the beginning of the period.

 

Anything contained in this Article (ARTICLE VI.  TERMINATION.) to the contrarynotwithstanding, a “change in control of**theEmployers” (as used in this Article) shall not be deemed to have occurred ifsuch change of stock ownership results from the death of a shareholder and hisdistributees or legatees succeed to such ownership, by way**of his Last Will and Testament or byintestate succession.

 

### (c)                                  Any termination ofEmployee’s employment by the Employers or by Employee shall be communicated bywritten Notice of Termination to the other party hereto.  For purposes of this Agreement, a “Notice ofTermination” shall mean a dated notice which shall (i) indicate the specifictermination provision in this Agreement relief upon; (ii) set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of Employee’s employment under the provision so indicated; (iii)specify a date

 

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### of termination, which shall be not less than thirty (30) nor more thanninety (90) days after such Notice of Termination is given, except in the caseof the Employers’ termination of Employee’s employment for just cause pursuantto Section 6.1 hereof, in which case the Notice of Termination may specifya date of termination as of the date such Notice of Termination is given; and(iv) be given in the manner specified in. Section 7.3 hereof.

 

### (d)                                 If Employee shallterminate his Employment for good reason pursuant to Sub-part (B) of Section 6.5(a)hereof, then in lieu of any further salary payments to Employee for periodssubsequent to the date of termination, the Employers shall pay as severance toEmployee a sum equal to three (3) times the average annual salary paid toEmployee, as reflected on Internal Revenue Service Form W-2, for the three (3)years immediately preceding Employee’s termination.  At the discretion of Employee, such paymentshall be made in a lump sum within fifteen (15) days of the date of terminationof Employee’s employment or paid in equal monthly installments during thetwenty-four (24) months following such termination.

 

### (e)                                  If Employee shallterminate his employment for good reason as defined in Sub-part (A) or (C) of Section 6.5(a)**hereof or if this Agreement or theemployment of the Employee is terminated by the Employers for other than justcause or Total and Permanent Disability pursuant to Section 6.1 hereof,then in lieu of any further salary payments to Employee for periods subsequentto the date of termination, the Employers shall pay as severance to Employee anamount equal to the product of (A) Employee’s current Base Salary in effect asof the date of termination, multiplied by (B) the greater of the number ofyears (including partial years) remaining in the term of employment hereunderor the number 2.99, such payment to be made at the discretion of Employee in alump sum within fifteen (15) days of the date of termination of Employee’semployment or paid in equal monthly installments during the twenty-four (24)months following such termination.

 

### (f)                                    Employee shall notbe required to mitigate the amount of any payment provided for in paragraph (d)or (e) of this Section 6.5 by seeking other employment or otherwise.

 

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**VII.****                            MISCELLANEOVS.**

 

## **7.1****                              **ThisAgreement may not be modified, changed, amended, or altered except by mutualwritten consent.

 

## **7.2****                              **Allnotices given or required to be given herein shall be in writing or sent byUnited States first-class certified or registered mail, postage prepaid, toEmployee (or to Employee’s spouse or estate upon Employee’s death) at Employee’slast known address, and to the Employers at their principal offices.  All such notices shall be effective whendeposited in the mail in the manner specified in this Section 7.2.  Either party, by a notice in writing, maychange or designate the place for receipt of all such notices.

 

## **7.3****                              **Nodelay or omission of the Employers or Employee to exercise any right or powergiven under this Agreement shall: (i) impair the subsequent exercise of anyright or power, or, (ii) be construed to be a waiver of any default or anyacquiescence in or consent to the curing of any default while any other defaultshall continue to exist, or be construed to be a waiver of such continuingdefault or of any other right or power that shall theretofore have arisen; and,every power and remedy granted by law and by this Agreement to any party heretomay be raised from time to time, and as often as may be deemed expedient Allsuch rights and powers shall be cumulative to the fullest extent permitted bylaw.

 

**VIII.****                        SUCCESSORS,ETC., OF THE EMPLOYERS.**

 

## **8.1****                              **ThisAgreement shall inure to the benefit of and be binding upon Employee, and, tothe extent applicable, his heirs, assigns, executors, and personalrepresentatives and the Employers, their successors and assigns, including,without limitation, any person, partnership, or corporation which may acquireall or substantially all of the Corporation’s or the Bank’s assets andbusiness, or with or into which the Bank or the Corporation may be consolidatedor merged.

 

## **8.2****                              **ThisAgreement is personal to each of the parties and none of the parties may assignor delegate any of its rights or Obligations under this Agreement without theprior written consent of the other parties.

 

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**IX.****                                APPLICABLELAW.**

 

## **9.1****                              **ThisAgreement shall be governed in all respects and be interpreted by and under thelaws of the State of West Virginia.

 

IN WITNESS WHEREOF, LOGAN**COUNTY BANCSHARES, INC. and LOGAN BANK& TRUST COMPANY, both corporations as aforesaid, have caused these presentsto be signed by their respective proper officer, and their respective corporateseal to be affixed hereunto, by authority duly given, and **WITNESS, ALSO,** the signature and seal ofthe said **EDDIE D.****CANTERBURY,**all as of this the 22 dayof September, 1998:

 

 
| ** **       | **LOGAN COUNTY BANCSHARES, INC.,**  |
|------------------|-------------------------------------|
|             | a West Virginia corporation,        |
|             |                                |
| (CORPORATE SEAL) | BY:                                 | /s/ Harvey Oakley |   |
|             |                                | Its: | Chairman |   |
|             |                                |
| ** **       | ** **                          |
| ** **       | **LOGAN BANK & TRUST COMPANY,** |
|             | a West Virginia corporation,        |
|             |                                |
| (CORPORATE SEAL) | BY:                                 | /s/ Harvey Oakley |   |
|             |                                | Its: | Chairman |   |
|             |                                |
|             |                                |
|             | /s/ Eddie D. Canterbury             |   |
| ** **       | **EDDIE D. CANTERBURY**             |

 

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