EX-10.39









Exhibit 10.39




CENTRA BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT




     Effective the 24th day of December, 2008, this SUPPLEMENTAL EXECUTIVE RETIREMENT
AGREEMENT (“Agreement”), is by and between Centra Bank, Inc., (“Bank”), a bank organized and
existing under the laws of the State of West Virginia and located in Morgantown, WV, and Kevin D.
Lemley (“Executive”).



Article 1 — Benefits Tables




     The following tables describe the benefits available to the Executive, or the Executive’s
Beneficiary, upon the occurrence of certain events. Capitalized terms have the meanings given them
in Article 3. Except for payments remaining at death (if any), each benefit described is in lieu
of any other benefit herein.



Table A: Retirement Benefit

Normal Retirement Age (“NRA”) = 65




	 	 	 	 	 	 	 
	Separation from
Service without
Cause following
Normal Retirement
Age

	 	$60,000 per year
	 	Monthly installments
	 	Payments begin: 1st
day of the
month following Separation
from Service
Duration: 10 years






Table B: Early Retirement Benefit

Early Retirement Age (“ERA”) = 62




	 	 	 	 	 	 	 
	Separation From
Service Without
Cause on or after
age 62 but before
age 63

	 	$42,000 per year
	 	Equal monthly installments over ten years
	 	Payments begin: 1st
day of the
month following Separation
from Service
Duration: 10 years
	 
	 	 	 	 	 	 
	Separation From
Service without
Cause on or after
age 63 but before
age 64

	 	$48,000 per year
	 	Equal monthly installments over ten years
	 	Payments begin: 1st
day of the
month following Separation
from Service
Duration: 10 years
	 
	 	 	 	 	 	 
	Separation From
Service without
Cause on or after
age 64 but before
Normal Retirement
Age

	 	$54,000 per year
	 	Equal monthly installments over ten years
	 	Payments begin: 1st
day of the
month following Separation
from Service
Duration: 10 years






Table C: Benefit Available Prior to Early Retirement




	 	 	 	 	 	 	 
	Voluntary
Separation from
Service, including
termination for
Disability

	 	Vested Accrued
Liability Balance,
as of Separation
from Service
	 	Equal monthly installments over ten years
	 	Payments begin: 1st
day of the
month following Separation
from Service
Duration: 10 years






 









 






	 	 	 	 	 	 	 
	Involuntary
Separation from
Service Without
Cause

	 	Vested Accrued
Liability Balance,
as of Separation
from Service
	 	Equal monthly installments over ten years
	 	Payments begin: 1st
day of the
month following Separation
from Service
Duration: 10 years
	 
	 	 	 	 	 	 
	Separation from
Service Without
Cause following
Change in Control

	 	$60,000 per year
	 	Equal monthly installments over ten years
	 	Payments begin: 1st
day of the
month coincident with or
following attainment of
Normal Retirement Age






Table D: Death Benefit




	 	 	 	 	 	 	 
	Death while
actively employed

	 	Vested Accrued
Liability Balance,
as of Separation
from Service
	 	Equal monthly installments over ten years
	 	Payments begin: 1st
day of the
month following death
Duration: 10 years
	 
	 	 	 	 	 	 
	Death during
installment payout
of benefit under
Tables A, B, or C

	 	Remaining
installment
payments, if any,
under Table A, B,
or C.
	 	Monthly installments
	 	Payment[s] to Beneficiary
continue on same schedule as
if Executive had lived.






     Notwithstanding the foregoing, the benefits paid under this Agreement, when aggregated with
the benefits paid to the Executive under this Plan and any Plan entered into between the Executive
and the Bank or any of its Affiliates shall not exceed sixty-five percent (65%) of the Executive’s
Three Year Average; provided, however, that any Plan entered into between the Executive and the
Bank in 2001 is specifically exempted from this limitation. For purposes hereof, the term “Plans”
shall mean all nonqualified deferred compensation plans, as that term is defined in Internal
Revenue Code Section 409A and the regulations thereunder, but shall exclude (1) those plans that
are described in Treas. Reg. § 1.409A-1(c)(2)(i)(E) (in-kind fringe benefits and expense
reimbursements) or § 1.409A-1(c)(2)(i)(H) (stock options and stock rights); (2) any plan or
arrangement, or any component thereof, that consists solely of the Executive’s election to defer
all or a portion of Base Salary or Bonuses, and any earnings, losses, or expenses allocated to such
deferrals; and (3) any arrangement under which payments may commence prior to the Executive’s
Separation from Service. Any arrangement that provides for a short-term deferral shall be
considered a Plan for this purpose if such arrangement would otherwise be a Plan as described
above.



     In applying the sixty-five percent (65%) limitation, 100% of all amounts due under all Plans
shall be made at the time the payment would otherwise be due and payable under such Plans until the
sixty-five percent (65%) limitation is reached. If payments are due at the same time under more
than one Plan and such payments would cause the sixty-five percent (65%) limit to be exceeded, then
payments will first be made out of the Plan that has the earliest effective date. All amounts that
would otherwise remain due under all Plans at the time the sixty-five percent (65%) limitation is
reached shall be forfeited and never paid.



Article 2 — Purpose




     The purpose of this Agreement is to further the growth and development of the Bank by
providing Executive with supplemental retirement income, and thereby encourage Executive’s
productive efforts on behalf of the Bank and the Bank’s shareholders, and to align the interests of



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the Executive and those shareholders. The Bank promises to make certain payments to Executive, or
Executive’s Beneficiary, at retirement, death, or upon some other qualifying event pursuant to the
terms of this Agreement.



Article 3 — Definitions and Construction




     It is intended that this Agreement comply with and be construed in accordance with Section
409A of the Internal Revenue Code (the “Code”). It is also intended that the Agreement be
“unfunded” and maintained for a select group of management or highly compensated employees of the
Bank, for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and
not be construed to provide income to the Executive or Beneficiary under the Code prior to actual
receipt of benefits.



     Where the following words and phrases appear in the Agreement, they shall have the respective
meanings set forth below, unless their context clearly indicates to the contrary:



     3.1 “Accrued Liability Balance” shall mean the amount accrued by the Bank to fund the future
benefit expense associated with this Agreement. The Bank shall account for this benefit using
Generally Accepted Accounting Principles, regulatory accounting guidance of the Bank’s primary
federal regulator, and other applicable accounting guidance, including APB 12 and FAS 106.
Accordingly, the Bank shall establish a liability retirement account for the Executive into which
appropriate accruals shall be made using a reasonable discount rate, which is at least equal to the
Applicable Federal Rate (AFR), and which may be adjusted from time to time. The parties hereto
intend that the Accrued Liability Balance will at all times reflect the present value of the
Executive’s benefits payable under Table A.



     3.2 “Affiliate” means any entity which is a member of a “controlled group” of corporations
with the Bank under Code Section 414(b) or a trade or business under common control with the Bank
under Code Section 414(c); provided, however, that in applying Code Sections 1563(a)(1), (2) and
(3) for purposes of Code Section 414(b), the language “at least 50 percent” will be used instead of
“at least 80 percent” each place it appears, and in applying Treasury Regulation Section 1.414(c)-2
for purposes of Code Section 414(c), the language “at least 50 percent” will be used instead of “at
least 80 percent” each place it appears. In addition, to the extent that the Bank determines that
legitimate business criteria exist to use a reduced ownership percentage to determine whether an
entity is an Affiliate for purposes of determining whether a Separation from Service has occurred,
the Bank may designate an entity that would meet the definition of “Affiliate” substituting 20
percent in place of 50 percent in the preceding sentence as an Affiliate in Appendix A hereto.
Such designation shall be made by December 31, 2008 or, if later, at the time a 20 percent or more
ownership interest in such entity is acquired.



     3.3 “Base Salary” shall mean the annual cash compensation relating to services performed
during any calendar year, excluding distributions from nonqualified deferred compensation plans,
bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive
payments, non-monetary awards, and automobile and other allowances paid to a participant for
employment services rendered (whether or not such allowances are included in the Executive’s gross
income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or
contributed by the Participant pursuant to all qualified or



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nonqualified plans of the Bank and
shall be calculated to include amounts not otherwise included in the participant’s gross income
under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Bank;
provided, however, that all such amounts will be included in compensation only to the extent that
had there been no such plan, the amount would have been payable in cash to the Executive. Any fees
paid to Executive for service on the Board shall be included as part of Base Salary.



     3.4 “Board” shall mean the Board of Directors of the Bank.



     3.5 “Bonus” shall mean any compensation, in addition to Base Salary, payable to the Executive
during a Plan Year, under any of the Bank’s annual bonus or cash incentive plans, excluding stock
options.



     3.6 “Beneficiary” shall mean the person(s) designated by the Executive, including the estate
of the Executive, entitled to a benefit under this Agreement.



     3.7 “Centra Financial” shall mean Centra Financial Holdings, Inc., corporate parent of the
Bank.



     3.8 “Change in Control” shall be defined as the occurrence of any one of the following:




     (a) The acquisition of more than fifty percent (50%) of the value or voting power of
the Bank’s or Centra Financial’s stock by a person or group;




     (b) The acquisition in a period of twelve (12) months or less of at least thirty-five
percent (35%) of the Bank’s or Centra Financial’s stock by a person or group;




     (c) The replacement of a majority of the Bank’s Board or Centra Financial’s Board in a
period of twelve (12) months or less by Directors, who were not endorsed by a majority of
the current board members; or




     (d) The acquisition in a period of twelve (12) months or less of forty percent (40%) or
more of the Bank’s or Centra Financial’s assets by an unworthy entity.



     For the purposes of this Agreement, transfers made on account of deaths or gifts, transfers
between family members or transfers to a qualified retirement plan maintained by the Bank or Centra
Financial shall not be considered in determining whether there has been a Change in Control.



     3.9 “Disability” means the Executive (1) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than
twelve months or (2) is, by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not
less than three months under an accident or health plan covering employees of Bank. If there is a
dispute regarding whether the Executive is Disabled, such dispute shall be



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resolved by a physician
mutually selected by the Bank and Executive and such resolution shall be binding upon all parties
to this Agreement.



     3.10 “Effective Date” shall mean December 24, 2008.



     3.11 “Employer” shall mean the Bank or any Affiliate of the Bank for whom the Executive
performs services and for whom the Executive is a common law employee.



     3.12 “Involuntary Separation from Service” shall mean that the Bank terminates Executive’s
employment at any time before Executive’s Normal Retirement Age and such termination is not
considered a Termination for Cause.



     3.13 “Separation from Service” shall mean Executive’s retirement or his termination of
services with the Employer for any reason or no reason, as determined by the Bank in accordance
with Treas. Reg. §1.409A-1(h). In determining whether Executive has experienced a Separation from
Service, the following provisions shall apply.




     (a) Executive shall be considered to have experienced a termination of employment when
the facts and circumstances indicate that Executive and his or her Employer reasonably
anticipate that either (i) no further services will be performed for the Employer after a
certain date, or (ii) that the level of bona fide services Executive will perform for the
Employer after such date will permanently decrease to no more than 20% of the average level
of bona fide services performed by such Executive over the immediately preceding 36-month
period (or the full period of services to the Employer if Executive has been providing
services to the Employer less than 36 months).




     (b) If Executive is on military leave, sick leave, or other bona fide leave of absence,
the employment relationship between Executive and the Employer shall be treated as
continuing intact, provided that the period of such leave does not exceed six months, or if
longer, so long as Executive retains a right to reemployment with the Employer under an
applicable statute or by contract. If the period of a military leave, sick leave, or other
bona fide leave of absence exceeds six months and Executive does not retain a right to
reemployment under an applicable statute or by contract, the employment relationship shall
be considered to be terminated for purposes of this Plan as of the first day immediately
following the end of such six-month period. In applying the provisions of this paragraph, a
leave of absence shall be considered a bona fide leave of absence only if there is a
reasonable expectation that Executive will return to perform services for the Employer.



     3.14 “Termination for Cause” shall mean Executive’s involuntary Separation from Service for
any of the following reasons:




     (a) The willful and/or continued failure of the Executive to perform substantially his
duties with the Bank to the Bank’s reasonable satisfaction (other than any such failure
resulting from the Executive’s incapacity due to illness);



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     (b) The willful engaging by the Executive in illegal conduct, personal dishonesty,
gross personal misbehavior, or gross misconduct that is demonstrably injurious to the Bank
or any Affiliate;




     (c) The Executive’s conviction of, or plea of guilty or nolo contendere, to a felony
involving moral turpitude;




     (d) Breach of any fiduciary duty involving personal profit;




     (e) Failure to pass any legal drug test given by or on behalf of the Bank pursuant to a
drug testing policy applicable to the Bank’s employees generally; or




     (f) A material breach by the Executive of the Employment And Change of Control
Agreement, any employment agreement, any stock option agreement, or any other agreement
between Executive and the Bank or any Affiliate.




If a dispute arises as to discharge “for cause,” such dispute shall be resolved by
arbitration as set forth in this Agreement.



     3.15 “Three-Year Average” shall mean means the average of the total Base Salary and Bonus
earned by the Executive each year during the three consecutive calendar year period that ends prior
to the calendar year in which the Executive incurs a Separation from Service.



     3.16 “Voluntary Separation from Service” shall mean the Executive incurs a Separation from
Service prior to Normal Retirement Age for reasons other than death, Disability, Termination for
Cause, or Separation from Service following a Change in Control.



Article 4 — Vesting and Forfeiture




     4.1 Termination for Cause, Death, or Removal. Executive shall forfeit any and all
benefits, and the Bank shall not distribute any benefit, under this Agreement, if (a) Executive
incurs a Termination for Cause. In addition, notwithstanding any provision of this Agreement to
the contrary, if the Executive is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act,
the Executive shall forfeit any and all benefits, and the Bank shall not distribute any benefit,
under this Agreement.



     4.2 Vesting in Accrued Liability Balance. Subject to Section 4.1, Executive shall be
100% vested in his Accrued Liability Balance provided Executive remains in continuous
employment with the Bank or an Affiliate from the Effective Date of this Agreement until the
fifth anniversary of the Effective Date of this Agreement according to the following schedule.



	 	 	 	 	 
	Anniversary of Effective Date	 	Percent Vested
	1
	 	 	0	%
	2
	 	 	0	%
	3
	 	 	33	%
	4
	 	 	66	%
	5
	 	 	100	%






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     4.3 Death or Disability. Subject to Section 4.1, if prior to becoming vested in
accordance with Section 4.2 and prior to the date Executive attains age sixty-two, Executive
remains in continuous employment from the Effective Date of this Agreement until Executive incurs a
Separation from Service by reason of Executive’s death or Disability, then Executive shall be 100%
vested in his Accrued Liability Balance.



     4.4 Change in Control. Subject to Section 4.1, if, following a Change in Control,
Executive incurs a Separation from Service for any reason, then Executive shall be 100% vested in
the benefits described in Table A of Article I.



     4.5 Vesting On and After Age Sixty-Two. Subject to Section 4.1, Executive shall be
100% vested in a benefit described in Table A or B, provided Executive remains in continuous
employment with the Bank or an Affiliate from the Effective Date of this Agreement until the date
Executive attains the age set forth in Table A or B, as applicable, that corresponds to such
benefit.



     4.6 Cessation of Vesting Upon Termination; Forfeiture. All vesting will cease upon
Executive’s Separation from Service for any reason or no reason, and upon such Separation from
Service Executive shall forfeit any and all benefits under this Plan that are not vested pursuant
to Section 4.2 — 4.5 at the time of such Separation from Service.



Article 5 — Time and Form of Payment




     5.1 Separation From Service. Upon Executive’s Separation from Service for any reason
or no reason Executive or his Beneficiary shall, subject to the limits set forth in Article I,
commence receipt of his benefits (if any) described in Table A — C, as applicable, in the amount
described in such Tables which are vested pursuant to Article 4 hereof, for the duration specified
for such benefit, and in the form and at the times specified for such benefit.



     5.2 Survivor Benefits. If Executive dies after his Separation from Service but before
he receives all vested benefits as described in Section 5.1, then any remaining installments of
Executive’s vested benefits shall be paid to Executive’s Beneficiary at the same time, for the same
duration, and in the same form which the Executive would have received the benefit had he continued
living.



Article 6 — Beneficiary




     6.1 Beneficiary. Executive shall have the right to name a Beneficiary of the death
benefit, if any, described in Article 1 herein. Executive shall have the right to name such
Beneficiary at any time prior to Executive’s death and submit it to the Plan Administrator (or Plan
Administrator’s representative) on the form provided. Once received and acknowledged by the Plan
Administrator, the form shall be effective. The Executive may change a Beneficiary designation at
any time by submitting a new form to the Plan Administrator. Any such change



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shall follow the same
rules as for the original Beneficiary designation and shall automatically supersede the existing
Beneficiary form on file with the Plan Administrator.



     6.2 Failure to Designate a Beneficiary. If Executive dies without a valid Beneficiary
designation on file with the Plan Administrator, the Executive’s surviving spouse, if any, shall
become the designated Beneficiary. If Executive has no surviving spouse, death benefits shall be
paid to the personal representative of Executive’s estate.



     6.3 Facility of Distribution. If the Plan Administrator determines in its discretion
that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable
of handling the disposition of that person’s property, the Plan Administrator may direct
distribution of such benefit to the guardian, legal representative or person having the care or
custody of such minor, incompetent person, or incapable person. The Plan Administrator may require
proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of
the benefit. Any distribution of a benefit shall be a distribution for the account of the
Executive and the Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Agreement for such distribution amount.



Article 7 — Administration of Agreement




     7.1 Plan Administrator. The Bank shall be the Plan Administrator, unless the Bank
appoints a committee to be the Plan Administrator. The Bank may appoint a Committee (“Committee”)
of one or more individuals in the employment of Bank for the purpose of discharging the
administrative responsibilities of the Bank under the Plan. The Bank may remove a Committee member
for any reason by giving such member ten (10) days’ written notice and may thereafter fill any
vacancy thus created. The Committee shall represent the Bank in all matters concerning the
administration of this Plan; provided however, the final authority for all administrative and
operational decisions relating to the Plan remains with the Bank.



     7.2 Authority of Plan Administrator. The Plan Administrator shall have full power and
authority to adopt rules and regulations for the administration of the Plan, provided they are not
inconsistent with the provisions of this Plan, and Section 409A of the Code, to interpret, alter,
amend or revoke any rules and regulations so adopted, to enter into contracts on behalf of the Bank
with respect to this Agreement, to make discretionary decisions under this Plan, to demand
satisfactory proof of the occurrence of any event that is a condition precedent to the commencement
of any payment or discharge of any obligation under the Plan, and to perform any and all
administrative duties under this Plan.



     7.3 Recusal. An individual serving as Plan Administrator may be eligible to
participate in the Plan, but such person shall not be entitled to participate in discretionary
decisions under Article 7 relating to such person’s own interests in the Plan.



     7.4 Agents. In the administration of this Agreement, the Plan Administrator may
employ agents and delegate to them such administrative duties as it sees fit, (including acting
through a duly appointed representative), and may from time to time consult with counsel who may be
counsel to the Bank.



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     7.5 Binding Effect of Decisions. The decision or action of the Plan Administrator
with respect to any question arising out of or in connection with the administration,
interpretation and application of the Agreement and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any interest in the Agreement.



     7.6 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the
Plan Administrator and its agents against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this Agreement, except in the
case of willful misconduct by the Plan Administrator.



Article 8 — Claims And Review Procedures




     8.1 Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received
benefits under the Agreement that he or she believes should be distributed shall make a claim for
such benefits as follows:



     8.2 Initiation — Written Claim. The claimant initiates a claim by submitting to the
Plan Administrator a written claim for the benefits.



     8.3 Timing of Plan Administrator Response. The Plan Administrator shall respond to
such claimant within 90 days after receiving the claim. If the Plan Administrator determines that
special circumstances require additional time for processing the claim, the Plan Administrator can
extend the response period by an additional 90 days by notifying the claimant in writing, prior to
the end of the initial 90-day period, that an additional period is required. The notice of
extension must set forth the special circumstances and the date by which the Plan Administrator
expects to render its decision.



     8.4 Notice of Decision. If the Plan Administrator denies part or all of the claim,
the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator
shall write the notification in a manner calculated to be understood by the claimant. The
notification shall set forth:




     (a) The specific reasons for the denial;




     (b) A reference to the specific provisions of the Agreement on which the denial is
based;




     (c) A description of any additional information or material necessary for the claimant
to perfect the claim and an explanation of why it is needed;




     (d) An explanation of the Agreement’s review procedures and the time limits applicable
to such procedures; and




     (e) A statement of the claimant’s right to bring a civil action under ERISA Section
502(a) following an adverse benefit determination on review.



9









 





     8.5 Review Procedure. If the Plan Administrator denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Plan Administrator of the
denial, as follows:



     8.6 Initiation — Written Request. To initiate the review, the claimant, within 60
days after receiving the Plan Administrator’s notice of denial, must file with the Plan
Administrator a written request for review.



     8.7 Additional Submissions — Information Access. The claimant shall then have the
opportunity to submit written comments, documents, records and other information relating to the
claim. The Plan Administrator shall also provide the claimant, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the claimant’s claim for benefits.



     8.8 Considerations on Review. In considering the review, the Plan Administrator shall
take into account all materials and information the claimant submits relating to the claim, without
regard to whether such information was submitted or considered in the initial benefit
determination.



     8.9 Timing of Plan Administrator Response. The Plan Administrator shall respond in
writing to such claimant within 60 days after receiving the request for review. If the Plan
Administrator determines that special circumstances require additional time for processing the
claim, the Plan Administrator can extend the response period by an additional 60 days by notifying
the claimant in writing, prior to the end of the initial 60-day period, that an additional period
is required. The notice of extension must set forth the special circumstances and the date by
which the Plan Administrator expects to render its decision.



     8.10 Notice of Decision. The Plan Administrator shall notify the claimant in writing
of its decision on review. The Plan Administrator shall write the notification in a manner
calculated to be understood by the claimant. The notification shall set forth:




     (a) The specific reasons for the denial;




     (b) A reference to the specific provisions of the Agreement on which the denial is
based;




     (c) A statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits;
and




     (d) A statement of the claimant’s right to bring a civil action under ERISA Section
502(a).



     8.11 Personal Representative. Any claimant may name a personal representative to
pursue a claim on behalf of the claimant and, for purposes of these Claims and Review Procedures,
the term claimant shall include the claimant’s personal representative.



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     8.12 Arbitration. If, after exhausting these Claims and Review Procedures, a claimant
continues to dispute the benefit denial or any other aspect of this Agreement or raises any claim
or dispute that relates to this Agreement, including whether there has been a Termination for
Cause, then the claimant may submit the dispute to an Arbitrator for final arbitration. The
Arbitrator shall be selected by mutual agreement of the Bank and the claimant. The Arbitrator
shall operate under any generally recognized set of arbitration rules. The parties hereto agree
that they and their heirs, personal representative, successors, and assigns shall be bound by the
decision of such Arbitrator with respect to any controversy properly submitted to it for
arbitration. The claimant will be required to pay the costs and fees of the arbitration, but only
to the extent that the claimant would be required to pay such costs and fees had the claim been
brought in the United States District Court for the Northern District of West Virginia, and the
Bank shall pay all remaining costs and fees.



Article 9 — Amendments and Termination




     9.1 Unilateral Amendment or Termination. This Agreement may be amended or terminated
unilaterally by the Bank, except where an amendment or termination would materially reduce the
Executive’s vested benefit, in which case the Executive’s consent shall be required.



     9.2 Subsequent Changes to Time and Form of Payment. The Bank may permit a subsequent
change to the time and form of benefit distributions. Any such change shall be considered made
only when it becomes irrevocable under the terms of the Agreement. Any change will be considered
irrevocable not later than thirty (30) days following acceptance of the change by the Plan
Administrator, subject to the following rules:




     (a) the subsequent deferral election may not take effect until at least twelve (12)
months after the date on which the election is made;




     (b) the payment (except in the case of death) upon which the subsequent deferral
election is made is deferred for a period of not less than five (5) years from the date such
payment would otherwise have been paid; and




     (c) in the case of a payment made at a specified time, the election must be made not
less than twelve (12) months before the date the payment is scheduled to be paid.



Article 10 — Miscellaneous




     10.1 Binding Effect. This Agreement shall bind the Executive and the Bank, and their
beneficiaries, survivors, executors, administrators and transferees.



     10.2 No Guarantee of Employment. This Agreement is not a contract for employment. It
does not give the Executive the right to remain as an employee of the Bank, nor does it interfere
with the Bank’s right to discharge the Executive. It also does not require the Executive to remain
an employee nor interfere with the Executive’s right to terminate employment at any time.



11









 





     10.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.



     10.4 Tax Withholding. The Bank shall withhold any taxes that are required to be
withheld from the benefits provided under this Agreement. The Executive acknowledges that the
Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing
authority(ies).



     10.5 Applicable Law. The Agreement and all rights hereunder shall be governed by the
laws of the State of West Virginia, except to the extent preempted by the laws of the United States
of America.



     10.6 Unfunded Arrangement. The Executive is a general unsecured creditor of the Bank
for the distribution of benefits under this Agreement. The benefits represent the mere promise by
the Bank to distribute such benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive’s life or other informal funding asset is
a general asset of the Bank to which the Executive has no preferred or secured claim.



     10.7 Reorganization. The Bank shall not merge or consolidate into or with another
bank, or reorganize, or sell substantially all of its assets to another bank, firm, or person
unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the
obligations of the Bank under this Agreement. Upon the occurrence of such event, the term “Bank”
as used in this Agreement shall be deemed to refer to the successor or survivor bank.



     10.8 Entire Agreement. This Agreement constitutes the entire agreement between the
Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by
virtue of this Agreement other than those specifically set forth herein.



     10.9 Interpretation. Wherever the fulfillment of the intent and purpose of this
Agreement requires, and the context will permit, the use of the masculine gender includes the
feminine and use of the singular includes the plural.



     10.10 Alternative Action. In the event it shall become impossible for the Bank or the
Plan Administrator to perform any act required by this Agreement, the Bank or Plan Administrator
may in its discretion perform such alternative act as most nearly carries out the intent and
purpose of this Agreement and is in the best interests of the Bank.



     10.11 Headings. Article and section headings are for convenient reference only and
shall not control or affect the meaning or construction of any of its provisions.



     10.12 Validity. In case any provision of this Agreement shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Agreement shall be construed and enforced as if such illegal and invalid provision has never been
inserted herein.



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     10.13 Notice. Any notice or filing required or permitted to be given to the Bank or
Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or
sent by registered or certified mail, to the address below:


Kevin D. Lemley

206 Lemley Road

Waynesburg, PA 15370





Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.




Any notice or filing required or permitted to be given to the Executive under this Agreement
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Executive.



     10.14 Opportunity to Consult with Independent Advisors. The Executive acknowledges
that he has been afforded the opportunity to consult with independent advisors of his choosing
including, without limitation, accountants or tax advisors and counsel regarding both the benefits
granted to him under the terms of this Agreement and the (i) terms and conditions which may affect
the Executive’s right to these benefits, and (ii) personal tax effects of such benefits including,
without limitation, the effects of any federal or state taxes, Section 280G of the Code, Section
409A of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such
benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be
the sole responsibility of the Executive notwithstanding any other term or provision of this
Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability
whatsoever related to any such personal tax effects or other personal costs, expenses, or
liabilities applicable to the Executive and further specifically waives any right for himself or
herself, and his or her heirs, beneficiaries, legal representatives, agents, successors and assigns
to claim or assert liability on the part of the Bank related to the matters described above in this
Section 10.14. The Executive further acknowledges that he has read, understands and consents to
all of the terms and conditions of this Agreement, and that he enters into this Agreement with a
full understanding of its terms and conditions.



     10.15 Restriction on Timing of Distribution. Solely to the extent necessary to avoid
penalties under Section 409A, distributions under this Agreement may not commence earlier than six
(6) months after a Separation from Service (as described under the “Separation from Service”
provision herein) if, pursuant to Internal Revenue Code Section 409A, Executive hereto is
considered a “specified employee,” as defined under 409A. In the event a distribution is
delayed pursuant to this Section, the originally scheduled distribution shall be delayed for
six (6) months, and shall commence instead on the first day of the seventh month following
Separation from Service. If payments are scheduled to be made in installments, the first six (6)
months of installment payments shall be delayed, aggregated, and paid instead on the first day of
the seventh month, after which all installment payments shall be made on their regular schedule.
If payment is scheduled to be made in a lump sum, the lump sum payment shall be delayed for six (6)
months and instead be made on the first day of the seventh month.



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The term “specified employee” shall mean any employee of the Bank who is determined to be a “key
employee” (as defined under Internal Revenue Code Section 416(i) without regard to paragraph (5)
thereof) for the applicable period, as determined annually by the Bank in accordance with Treas.
Reg. §1.409A-1(i). In determining whether an individual is a specified employee, the following
provisions shall apply:





     (a) The Bank’s identification of the individuals who fall within the definition of “key
employee” under Internal Revenue Code Section 416(i) (without regard to paragraph (5)
thereof) shall be based upon the twelve (12) month period ending on each December 31st
(referred to below as the “identification date”). In applying the applicable provisions of
Internal Revenue Code Section 416(i) to identify such individuals, “compensation” shall be
determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to (A) any safe
harbor provided in Treas. Reg. §1.415(c)-2(d), (B) any of the special timing rules provided
in Treas. Reg. §1.415(c)-2(e), and (C) any of the special rules provided in Treas. Reg.
§1.415(c)-2(g); and




     (b) Each employee who is among the individuals identified as a “key employee” in
accordance with part (i) of this Subparagraph XI[M] shall be treated as a specified employee
for purposes of this Agreement if such Participant experiences a Separation from Service
during the 12-month period that begins on the April 1st following the applicable
identification date.



     10.16 Certain Accelerated Payments: The Bank may make any accelerated distribution
permissible under Treasury Regulation § 1.409A-3(j)(4), provided that such distribution(s) meets
the requirements of § 1.409A-3(j)(4).



     IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Amendment
and executed the original thereof on the date set forth for each below, but no later than December
31, 2008, and that, upon execution, each has received a conforming copy.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	CENTRA BANK, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Douglas J. Leech
	 	 
	 

	 	 	 	 	 	 	 	 
	Witness

	 	 	 	Name:
	 	Douglas J. Leech	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	President and CEO	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:
	 	December 24, 2008	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Kevin D. Lemley	 	 
	 	 	 	 	 	 	 
	Witness	 	 	 	Kevin D. Lemley	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	December 24, 2008	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Date	 	 







14









 








BENEFICIARY DESIGNATION




{  } New Designation

{  } Change in Designation



Note: Before designating a trust as the beneficiary under this Agreement, Executive should consult
with his tax advisor to ensure the designation complies with Internal Revenue Code Section 409A.



I,                                         , designate the following as Beneficiary under the Agreement:




	 	 	 	 	 
	Primary:
	 	 	 	 
	 
	 	 	 	%
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	%
	 	 	 	 
	 
	 	 	 	 
	Contingent:
	 	 	 	 
	 
	 	 	 	%
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	%
	 	 	 	 





Notes:





	 	•	 	Please PRINT CLEARLY or TYPE the names of the beneficiaries.
	 
	 	•	 	To name a trust as Beneficiary, please provide the name of the trustee(s) and the
exact name and date of the trust agreement.
	 
	 	•	 	To name your estate as Beneficiary, please write “Estate of _[your name]_”.
	 
	 	•	 	Be aware that none of the contingent beneficiaries will receive anything unless ALL of
the primary beneficiaries predecease you.




I understand that I may change these beneficiary designations by delivering a new written
designation to the Plan Administrator, which shall be effective only upon receipt and
acknowledgment by the Plan Administrator prior to my death.




	 	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






Received by the Plan Administrator this                      day of                                         , 2
     




	 	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 







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