ex10-6.htm


    
      

    

    Exhibit
10.6

     

    Acknowledgement
Agreement

    


    I, Marc A. Sprouse (“Executive”), am a
party to an employment agreement with Guaranty Bank & Trust Co. (“Guaranty
Bank”) dated as of December 31, 2003 (the “Employment
Agreement”).  Guaranty Financial Services, Inc. (“Guaranty
Financial”), the holding company of Guaranty Bank, has entered into a merger
agreement with First Sentry Bancshares, Inc. (“First Sentry Bancshares”) dated
as of August 21, 2008 (the “Merger Agreement”), pursuant to which Guaranty
Financial will be merged into First Sentry Bancshares, and thereafter the
separate corporate existence of Guaranty Financial will cease.  Under
Section 4(f) of the Employment Agreement, following a change in control of
Guaranty Financial or Guaranty Bank, I am entitled to receive a continuation of
salary and benefits for the longer of the remaining term of the Employment
Agreement, or 3 years, provided, however, that pursuant to Section 7.8.2 of the
Merger Agreement, such amount is subject to reduction in order to avoid an
excess parachute payment under Section 280G of the Internal Revenue
Code.  Notwithstanding the previous sentence, no reduction shall be
made pursuant to Section 7.8.2 of the Merger Agreement to the extent that the
shareholder approval requirements of Treasury Regulation Section 1.280G-1,
Q&A: 7, are satisfied with respect to such payments.  The
consummation of the transactions contemplated by the Merger Agreement shall be a
change in control for purposes of Section 4(f) of the Employment
Agreement.  Set forth below is the understanding among Executive,
Guaranty Financial, Guaranty Bank, First Sentry Bancshares, and First Sentry
Bank with respect to the settlement of the Employment Agreement pursuant to
Section 7.8.2 of the Merger Agreement and the remaining obligations of the
parties thereto.  Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Merger Agreement

    


    
      
        	
                 
      

              	
                1.

              	
                Pursuant
      to Section 4(f) of the Employment Agreement and Section 7.8.2 of the
      Merger Agreement, I understand that the Employment Agreement shall be
      terminated, effective as of the Effective Time, and a lump sum cash
      severance payment (the “Payment”) of approximately $499,116 (subject to
      applicable withholding) shall be distributed to me in a single lump sum
      payment at the Effective Time.  Notwithstanding the foregoing, I
      hereby acknowledge and agree that, if the shareholder approval
      requirements of  Treasury Regulation Section 1.280G-1, Q&A:
      7, are not satisfied with respect to the Payment, it shall be reduced by
      the minimum amount necessary in order to avoid an excess parachute payment
      under Section 280G of the Internal Revenue Code, and that no other amounts
      or benefits shall be payable to me under the Employment
      Agreement.

              
	 	 	 
	 	
                2.

              	
                This
      Acknowledgement Agreement shall not affect the obligations of Executive
      under Section 6 of the Employment Agreement relating to his covenant not
      to compete with Guaranty Financial, Guaranty Bank or First Sentry
      Bancshares and First Sentry Bank as their successors, which provisions
      shall survive the termination of the Employment Agreement for a period of
      three (3) years following the Effective Time of the
  Merger.

              
	 	 	 
	 	
                3.

              	
                Upon
      payment in full of the amounts set forth in Section 1 hereof, Executive,
      for himself and for his heirs, successors and assigns, does hereby release
      completely and forever discharge Guaranty Financial, Guaranty Bank, First
      Sentry Bancshares and First Sentry Bank, and their affiliates, directors,
      officers, successors and assigns, from any further obligation under the
      Employment Agreement.

              


      

    

     

    [signature
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                                                                              EXECUTIVE

                                                                            	 
      	
                                                                              DATE

                                                                            
	 	 	 
	
                                                                              
                                                                                /s/
      Marc A. Sprouse

                                                                              

                                                                            	 
      	
                                                                              August 21,
      2008

                                                                            
	
                                                                              Marc
      A. Sprouse

                                                                            	 
      	 
      
	 
      	 
      	 
      
	
                                                                              GUARANTY
      FINANCIAL SERVICES, INC.

                                                                            	
                                                                              DATE

                                                                            
	 	 	 
	
                                                                              /s/
      Marc A. Sprouse

                                                                            	 
      	
                                                                              August 21,
      2008

                                                                            
	
                                                                              By:
      Marc
      A. Sprouse

                                                                            	 
      	 
      
	
                                                                              Its:
      President and CEO

                                                                            	 
      	 
      
	 
      	 
      	 
      
	
                                                                              GUARANTY
      BANK

                                                                            	 
      	
                                                                              DATE

                                                                            
	 	 	 
	
                                                                              /s/
      Marc A. Sprouse

                                                                            	 
      	
                                                                              August 21,
      2008

                                                                            
	
                                                                              
                                                                                By:
      Marc
      A. Sprouse

                                                                              

                                                                            	 
      	 
      
	
                                                                              
                                                                                Its:
      President and CEO

                                                                              

                                                                            	 
      	 
      
	 
      	 
      	 
      
	
                                                                              FIRST
      SENTRY BANCSHARES, INC.

                                                                            	
                                                                              DATE

                                                                            
	 	 	 
	
                                                                              /s/
      Geoffrey S. Sheils

                                                                            	 
      	
                                                                              August 19,
      2008

                                                                            
	
                                                                              By:
      Geoffrey S. Sheils

                                                                            	 
      	 
      
	
                                                                              Its:
      President and CEO

                                                                            	 
      	 
      
	 
      	 
      	 
      
	
                                                                              FIRST
      SENTRY BANK

                                                                            	 
      	
                                                                              DATE

                                                                            
	 	 	 
	
                                                                              /s/
      Geoffrey S. Sheils

                                                                            	 
      	
                                                                              August 19,
      2008

                                                                            
	
                                                                              By:
      Geoffrey S. Sheils

                                                                            	 
      	 
      
	
                                                                              Its:
      President and CEO