ex10-14.htm


    
      
        

        EXHIBIT
10.14

         

      

    

    FORM
OF RETENTION AGREEMENT

    


    This
Retention Agreement (“Agreement”) is made and entered into as of the
______ day of ________________, 2009 by and between First Sentry Bank (the
“Bank”), a West Virginia chartered bank that is the wholly-owned subsidiary
of  First Sentry Bancshares, Inc. (“First Sentry”), a West Virginia
corporation and bank holding company, and Larry E. Plantz (the “Executive”), and
is effective as of the effective time  of the Merger (as defined
below) (the “Effective Time”).

    


    WHEREAS, First Sentry and
Guaranty Financial Services, Inc. (“Guaranty Financial”), a West Virginia
corporation, entered into an Agreement and Plan of Merger dated August 22, 2008,
as amended (“Merger Agreement”), wherein Guaranty Financial will merge into
First Sentry (the “Merger”); and

    


    WHEREAS, the Executive is a
Senior Vice President of Guaranty Financial and Guaranty Bank & Trust
Company (“Guaranty Bank”), the wholly-owned subsidiary of Guaranty Financial;
and

    


    WHEREAS, the Bank desires to
assure itself of the continued availability of the Executive’s services
following Merger and to provide for payment of a periodic bonus to the Executive
as consideration for becoming and remaining an employee of the
Bank.

    


    NOW, THEREFORE, in
consideration of the mutual agreements herein contained, and upon the other
terms and conditions hereinafter provided, the parties hereby agree as
follows:

    


    Section 1.   Term of
the Agreement.

    


    This
Agreement shall commence on the Effective Time and shall terminate one year
following the Effective Time (the “Term”), unless earlier terminated in
accordance with the terms set forth below.

    


    Section 2.   Retention
Bonus Payment.

    


    In
consideration of the Executive’s employment with the Bank, the Bank shall pay
the Executive a total retention bonus payment of $110,000 (the “Retention Bonus
Payment”).  The Retention Bonus Payment shall be paid in two equal
installment payments as follows:  (1) the first installment payment of
$55,000 shall be paid on the last business day of the sixth (6th) month
following the Effective Time; and (2) the second installment payment of $55,000
shall be paid on the last business day of the twelfth (12th)  month
following the Effective Time.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
3.   Termination

    


    In the
event the Executive voluntarily resigns from his employment with the Bank or is
terminated by the Bank for Cause (as defined herein) during the Term, the Bank
shall have no further obligations under this Agreement, and the Executive shall
be entitled to retain any payments received hereunder. Termination of the
Executive’s employment without Cause shall not relieve the Bank of its
obligations to make payments provided for in Section 2 of this Agreement through
the end of the Term.  For purposes of this Section 3, “Cause” shall
mean that the Executive:

    


    
      
        
          
            	
                    (i)

                  	 	
                    committed
      a material act of dishonesty in performing his duties on behalf of the
      Bank;

                  


          

        

      

    

    


    
      
        
          
            	
                    (ii)

                  	 	
                    committed
      willful misconduct that, in the judgment of the Bank,
      caused economic damage to the Bank, or injury to
      the business reputation of the
Bank;

                  


          

        

      

    

    


    
      
        
          
            	
                    (iii)

                  	 	
                    committed
      acts of incompetence (in determining incompetence, the acts or omissions
      shall
      be measured against standards generally prevailing in the banking
      industry);

                  


          

        

      

    

    


    
      
        
          
            	
                    (iv)

                  	 	
                    committed
      a breach of fiduciary duty involving personal
  profit;

                  


          

        

      

    

    


    
      
        
          
            	
                    (v)

                  	 	
                    intentionally
      failed to perform the Executive’s duties as an employee of the Bank;
      and

                  


          

        

      

    

    


    
      
        
          
            	
                    (vi)

                  	 	
                    willfully
      violated any law, rule, regulation (other than traffic violations or
      similar offenses) that reflect adversely on the reputation of the Bank, or
      is convicted of any felony or any violation of law involving moral
      turpitude, or willfully violated
      a final cease-and-desist
order.

                  


          

        

      

    

     

    
          Section 4.   Notices.

    

    


    Except as otherwise provided in this
Agreement, any notice permitted to be given under this Agreement shall be deemed
properly given if in writing and if mailed by registered or certified mail,
postage prepaid with return receipt requested, to the Executive’s residence, in
the case of notices to the Executive, and to the principal executive offices of
the Bank, in the case of notices to the Bank.

     

    
          Section 5.   Waiver.


    

    


    No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by all parties to the Agreement.  No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.

    
      
        
        

      

      
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    Section 6.   Assignment.

    


    This Agreement shall not be assignable
by any party, except by the Bank to any successor in interest to their
respective businesses.

     

    
          Section 7.   Entire
Agreement.

    

    


    This
Agreement sets forth the entire understanding of the Bank and the
Executive  with respect to the transactions contemplated hereby, and
any previous agreements or understandings between the parties hereto regarding
the subject matter hereof are merged into and superseded by this
Agreement.

    


    Section 8.   Validity.

    


    The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect.

     

    
          Section 9.   Governing
Law.

    

    


    This Agreement shall be governed by and
construed and enforced in accordance with the domestic, internal laws of the
State of West Virginia, except to the extent that federal law
controls.

     

    
          Section 10.   Headings.

    

    


    The section headings of this Agreement
are for convenience only and shall not control or affect the meaning or
construction or limit the scope or intent of any of the provisions of this
Agreement.

    


    Section 11.   Counterparts.


    


    This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, and all of
which shall constitute one and the same Agreement.

    


    [Signature
Page to Follow]

    
      
        
           

        

         


      

      
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    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date provided below.

    
      

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 	FIRST SENTRY
    BANK
	 	 	 	 
	 
      	 
      	
                                    By:  

                                  	 
      
	
                                    Date

                                  	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                    Print
      Name: 

                                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                    Title: 

                                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                    EXECUTIVE

                                  
	 
      	 
      	 
      
	
                                    Date

                                  	 
      	
                                    Larry
      E. Plantz

                                  


                          

                           

                           

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