Exhibit 10.54






Exhibit 10.54


AMENDMENT TO

EMPLOYMENT AGREEMENT




THIS
AMENDMENT TO EMPLOYMENT AGREEMENT is made effective as of the
23rd day of September 2010, 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 Virginia corporation (“Centra Financial”).



RECITALS




A. The parties wish to amend the Employment Agreement among Employee, Employer and Centra Financial dated as of
January 17, 2008, as amended on March 17, 2008 and January 12, 2009 (“Employment Agreement”), to provide for a
declining multiplier in the event of termination following a change of control, and providing for recovery of certain
funds as an offset to payments hereunder.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:



1. Paragraph 4(d) of the Employment Agreement shall be amended to read, in its entirety, as follows:



d. Change of Control. In the event of a Change of Control (as
defined below) of Employer at any time after the date hereof, Employee may
voluntarily terminate employment with Employer up until 24 months after the Change
of Control and be entitled to receive any compensation due but not yet paid
through the date of termination and in addition, all compensation and benefits and
other transfers, including but not limited to the automobile, including gross-up
for taxes, as set forth in Section 4(a) of this Agreement for a period of five
years following such voluntary termination. In the event of a Change of Control
during the initial five-year term of this Agreement, Employee’s annual
compensation shall be 1.5 times all compensation, including the then-minimum base
salary and incentive compensation and discretionary bonus, based on the average
for the three years prior to termination for the remaining term of this Agreement.
In the event of a Change of Control for the five years succeeding the initial
five-year term of this Agreement, Employee’s annual compensation shall be
calculated as follows:




 


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	January 18, 2013–January 17, 2014

	 	1.4 times all compensation, as set forth
above.
	January 18, 2014–January 17, 2015

	 	1.3 times all compensation,
as set forth above.
	January 18, 2015–January 17, 2016

	 	1.2 times all compensation,
as set forth above.
	January 18, 2016–January 17, 2017

	 	1.1 times all compensation,
as set forth above.
	January 18, 2018 and Thereafter

	 	1.0 times all compensation,
as set forth above.






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 its affiliates, 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 of 1934) of
securities of Employer or Centra Financial representing 30% or more of the
combined voting power of Employer’s then outstanding securities; provided,
however, that any public or private stock issuance by Employer shall not
constitute a change of control for purposes hereunder; or (ii) during the term of
this Agreement as a result of a tender offer or exchange offer for the purchase of
securities of Employer (other than such an offer by Employer for its own
securities), 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, there is a change in the composition of at least
one-third of the members of Employer’s Board of Directors, except new directors
whose election or nomination for election by Employer’s shareholders is approved
by a vote of at least two-thirds of the directors still in office who were
directors at the beginning of such two-year period; or (iii) the shareholders of
Employer approve a merger or consolidation of Employer with any other corporation
or entity regardless of which entity is the survivor, other than a merger or
consolidation which would result in the voting securities of Employer outstanding
immediately prior thereto continuing to represent (either by remaining outstanding
or being converted into voting securities of the surviving entity) at least 80% of
the combined voting power of the voting securities of Employer or such surviving
entity outstanding immediately after such merger or consolidation.



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2. The Employment Agreement shall be amended by adding a Section 10, to read, in its entirety, as follows:



10. Setoff. Any payments due to Employee by Employer hereunder shall
be subject to setoff against any material amounts for which Employer establishes
that Employee willfully and wrongfully received from Employer any time during the
five-year period prior to termination hereunder but no more than the amounts
wrongfully received. There are to be no imputed or punitive damages assessed or
added beyond the amounts wrongfully received. For purposes of this Agreement, no
payment, transfer or other benefit made to, or received by Employee, including but
not limited to any payment of salary, bonus, perquisites, employee benefits,
expense reimbursement or payment any other matter which was expressly authorized
by the Board of Directors or Compensation Committee or either Employer or Centra
Financial shall be considered to be wrongfully paid or wrongfully received;
provided, however, that nothing in this Agreement shall be construed as requiring
approval of any expense reimbursement or payment by the Board of Directors or
Compensation Committee of Employer or Centra Financial. For purposes of this
Section “material” shall mean material to the consolidated, overall financial
position and results of operations of Centra Financial.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.



	 	 	 	 	 
	 	Centra Bank, Inc.
	 
	 	By	 
	 	 	 
	 
	 	   Its	 
	 	 	 
	 
	 	Compensation Committee Members of

    Centra Financial Holdings, Inc. and

    Centra Bank, Inc.
	 
	 	By	 	/s/ Mark R. Nesselroad
	 	 	 
	 	 	Mark R. Nesselroad
	 
	 	By	 	/s/ Bernard G. Westfall
	 	 	 
	 	 	Bernard G. Westfall





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	 	By	 	/s/ James W. Dailey, II
	 	 	 
	 	 	James W. Dailey, II
	 
	 	By	 	/s/ C. Christopher Cluss
	 	 	 
	 	 	C. Christopher Cluss
	 
	 	Centra Financial Holdings, Inc.
	 
	 	By	 
	 	 	 
	 
	 	   Its	 
	 	 	 
	 
	 	Employee:
	 
	 	By	 	/s/ Douglas J. Leech, Jr.
	 	 	 
	 	 	Douglas J. Leech, Jr.






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