Exhibit 10.a.


 


EMPLOYMENT
AGREEMENT




BETWEEN




LOGAN
COUNTY BANCSHARES, INC.,




LOGAN BANK
& TRUST COMPANY,




AND




EDDIE D.
CANTERBURY


 


THIS AGREEMENT is
effective as of the 1st day of October, 1998, by and between LOGAN COUNTY BANCSHARES, INC., a West
Virginia corporation (hereinafter referred to as the “CORPORATION”); LOGAN BANK & TRUST COMPANY, a West Virginia banking
corporation, 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 collectively
referred to herein as the “EMPLOYERS”;


 


W I T N E S S E T H:


 


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


 


WHEREAS, the
retention of Employee’s services, for and on behalf of the Employers, is of
material importance to the preservation and enhancement of the value of the
Employers’ business;


 


NOW, THEREFORE, in
consideration of the mutual covenants herein set forth, the Employers and the
Employee do hereby agree as follows:


 





















 


I.                                         TERM
OF EMPLOYMENT.


 


1.1                               The
Employers hereby employ the Employee as Executive Vice President and Chief
Executive Officer of each of the Employers, and Employee hereby accepts said
employment and agrees to render such services to the Employers on the terms and
conditions set forth in this Agreement.  The
initial term of employment under this Agreement shall commence on October 1,
1998, and shall terminate on September 30, 2001, unless further extended
or sooner terminated in accordance with the terms and conditions hereinafter
set forth.  On October 1, 1999, and
on each October 1 thereafter (the “Annual Anniversary Date”), the term of
employment under this Agreement shall be renewed automatically for an
additional year  (so that the
actual term of employment hereunder always will be between two [2] and three
[3] years), unless either the Boards of Directors of the Employers or the
Employee 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 the
term of the Employee’s employment pursuant to this Agreement extend beyond the
end of the calendar month in which the Employee’s sixty-fifth (65th) birthday
occurs. References herein to the term of this Agreement shall refer both to the
initial term and successive terms.


 


1.2                               During
the term of this Agreement, the Employee shall perform such executive services
for  the Employers as may be
consistent with his title and from time to time be assigned to him by the
Employers’ Board of Directors.


 


1.3                               During
the term of this Agreement, Employee shall devote his best efforts, including
such portion of his time and effort to the affairs and business of the
Employers as he has customarily provided as Chief Executive Officer.


 


II.                                     COMPENSATION.


 


2.1                               The
Employers will compensate and pay Employee for Employee’s services during the term
of 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 such
amounts as may be determined by the Boards of Directors (“Base Salary”).


 


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III.                                 BENEFITS.


 


3.1                               Employee’s
present benefits will continue unchanged unless such change occurs pursuant to
a change of benefit(s) applicable to all of Bank’s employees.


 


IV.                                EXPENSES.


 


4.1                               The
Employers shall reimburse Employee or otherwise provide for or pay for all
reasonable expenses incurred by Employee in furtherance or in connection with
the business of the Employers, to the same extent and in the same manner as
such expense reimbursement has heretofore been made by Employers to Employee.  If such expenses are paid in the first
instance by Employee, the Employers will reimburse Employee therefor.


 


V.                                    COMPETITIVE
ACTIVITIES.


 


5.1                               Employee
agrees that during the term of his employment hereunder, except with the
express 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 any
business of the Employers; provided, however, that Employee shall not
thereby be precluded or prohibited from owning passive investments, including
investments  in the securities of
other financial institutions of not more than two percent (2%) of its
outstanding capital stock, so long as such ownership does not require him to
devote substantial time to management or control of the business or activities
in which he has invested.


 


5.2                               Employee
agrees and acknowledges that by virtue of his employment hereunder, he will
maintain 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 for
the Employers or one of its competitors, Employee recognizes that the services
to be rendered by him hereunder are of a character giving them a peculiar
value, the loss of which cannot be adequately or reasonably compensated for by
damages.  Employee therefore agrees that if
he fails to render to the Employers the services required hereunder, the
Employers shall he entitled to immediate injunctive or other equitable relief
to restrain


 


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Employee from failing to render his services hereunder, in addition to
any other remedies to which the Employers may be entitled under law; provided,
however, that the right to such injunctive or other equitable relief shall
not survive the termination of Employee’s employment.


 


VI.                                TERMINATION.


 


6.1                               The
Employers shall have the right, at any time upon prior written Notice of
Termination satisfying the requirements of Section 6.5(c) hereunder, to
terminate Employee’s employment hereunder, including termination for just
cause and termination because the Employee becomes subject to a Total and
Permanent Disability.  For the purpose of
this Agreement, “termination for just cause” shall mean termination for
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty, willful failure to perform lawful duties assigned and prescribed by
Employers’ Boards of Directors, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order, or material breach of any provision of this Agreement.  For purposes of this paragraph, no act, or
failure to act, on the Employee’s part shall be considered “willful” unless
done, or omitted to be done, by him not in good faith and without reasonable
belief 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 reliance
upon an opinions of counsel to the Employers or counsel to the Employee shall
not be deemed to be willful.


 


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


 


6.3                               Employee
shall have the right, upon prior written Notice of Termination of not less than
thirty (30) days satisfying the requirements of Section 6.5(c) hereof; to
terminate his employment hereunder, but in such event.  Employee shall have no right after the date
of 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 of
Termination for good reason, as defined, the date of termination shall be the
date on which a Notice of Termination is given.


 


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


 


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


 


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not effected pursuant to a Notice of Termination satisfying the
requirements of paragraph (c) hereof (and for purposes of this Agreement no
such purported termination shall be effective).


 


(b)                                 For purposes of this
Agreement, a “change in control of the Employers” shall mean a change in control
of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the “Exchange
Act”); provided that, without limitation, such a change in control shall be
deemed to have occurred if (A) any “person” (as such term is used in Sections
13(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” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Employers representing twenty-five percent (25%) or more of
the  combined voting power of the
Corporation’s or the Bank’s then outstanding securities, or (B) during any
period of two (2) consecutive years during the term of this Agreement,
individuals who at the beginning of such period constitute the Boards of
Directors of the Employers cease for any reason to constitute at least a
majority thereof; unless the election of each Director who was not a Director
at the beginning of such period has been approved in advance by Directors
representing at least two-thirds (2/3rds) of the Directors then in office who
were Directors at the beginning of the period.


 


Anything contained in this Article (ARTICLE VI.  TERMINATION.) to the contrary
notwithstanding, a “change in control of  the
Employers” (as used in this Article) shall not be deemed to have occurred if
such change of stock ownership results from the death of a shareholder and his
distributees or legatees succeed to such ownership, by way  of his Last Will and Testament or by
intestate succession.


 


(c)                                  Any termination of
Employee’s employment by the Employers or by Employee shall be communicated by
written Notice of Termination to the other party hereto.  For purposes of this Agreement, a “Notice of
Termination” shall mean a dated notice which shall (i) indicate the specific
termination provision in this Agreement relief upon; (ii) set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination 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 than
ninety (90) days after such Notice of Termination is given, except in the case
of the Employers’ termination of Employee’s employment for just cause pursuant
to Section 6.1 hereof, in which case the Notice of Termination may specify
a 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 shall
terminate 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 periods
subsequent to the date of termination, the Employers shall pay as severance to
Employee a sum equal to three (3) times the average annual salary paid to
Employee, 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 payment
shall be made in a lump sum within fifteen (15) days of the date of termination
of Employee’s employment or paid in equal monthly installments during the
twenty-four (24) months following such termination.


 


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


 


(f)                                    Employee shall not
be 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                               This
Agreement may not be modified, changed, amended, or altered except by mutual
written consent.


 


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


 


7.3                               No
delay or omission of the Employers or Employee to exercise any right or power
given under this Agreement shall: (i) impair the subsequent exercise of any
right or power, or, (ii) be construed to be a waiver of any default or any
acquiescence in or consent to the curing of any default while any other default
shall continue to exist, or be construed to be a waiver of such continuing
default 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 hereto
may be raised from time to time, and as often as may be deemed expedient All
such rights and powers shall be cumulative to the fullest extent permitted by
law.


 


VIII.                        SUCCESSORS,
ETC., OF THE EMPLOYERS.


 


8.1                               This
Agreement shall inure to the benefit of and be binding upon Employee, and, to
the extent applicable, his heirs, assigns, executors, and personal
representatives and the Employers, their successors and assigns, including,
without limitation, any person, partnership, or corporation which may acquire
all or substantially all of the Corporation’s or the Bank’s assets and
business, or with or into which the Bank or the Corporation may be consolidated
or merged.


 


8.2                               This
Agreement is personal to each of the parties and none of the parties may assign
or delegate any of its rights or Obligations under this Agreement without the
prior written consent of the other parties.


 


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IX.                                APPLICABLE
LAW.


 


9.1                               This
Agreement shall be governed in all respects and be interpreted by and under the
laws 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 presents
to be signed by their respective proper officer, and their respective corporate
seal to be affixed hereunto, by authority duly given, and WITNESS, ALSO, the signature and seal of
the said EDDIE D.  CANTERBURY, all as of this the 22 day
of 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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