Centra Financial Holdings Inc Sample Contracts

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EXHIBIT 10.2
Employment Agreement • March 21st, 2001 • Centra Financial Holdings Inc • National commercial banks • West Virginia
GUARANTEE AGREEMENT by and between CENTRA FINANCIAL HOLDINGS, INC. and WILMINGTON TRUST COMPANY Dated as of September 20, 2004
Guarantee Agreement • March 25th, 2005 • Centra Financial Holdings Inc • National commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 20, 2004, is executed and delivered by Centra Financial Holdings, Inc., a West Virginia corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Centra Financial Statutory Trust I, a Delaware statutory trust (the “Issuer”).

EXHIBIT 10.1 SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Shareholder Protection Rights Agreement • December 22nd, 1999 • Centra Financial Holdings Inc • West Virginia
HENRY M. KAYES
Employment And • March 25th, 2004 • Centra Financial Holdings Inc • National commercial banks • West Virginia
ARTICLE III REPRESENTATION AND WARRANTIES OF SELLER
Stock Purchase Agreement • March 16th, 2006 • Centra Financial Holdings Inc • National commercial banks • Pennsylvania
EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT
Employment and Change-of-Control Agreement • March 28th, 2008 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT (“Agreement”) made as of the 1st day of November, 2007, by and between CENTRA BANK, INC., a West Virginia corporation (“Employer”), and John T. Fahey (“Employee”), joined in by CENTRA FINANCIAL HOLDINGS, INC., a West Virginia corporation (“Centra Financial”), and by CENTRA FINANCIAL CORPORATION-MORGANTOWN, INC., a West Virginia corporation (“CFC”).

CENTRA BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Centra Bank Supplemental Executive Retirement Agreement • December 31st, 2008 • Centra Financial Holdings Inc • National commercial banks • West Virginia

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 Karla Strosnider (“Executive”).

409A Amendment to the Centra Bank, Inc. Executive Salary Continuation Agreement for Henry M. Kayes, Jr.
Centra Financial Holdings Inc • December 31st, 2008 • National commercial banks

This Amendment is intended to bring the Agreement into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following changes shall be made:

EMPLOYMENT AGREEMENT
Employment Agreement • June 7th, 2011 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”) made as of the 1st day of June, 2011, by and between CENTRA BANK, INC., a West Virginia corporation (“Employer”), and Kevin D. Lemley (“Employee”), joined in by CENTRA FINANCIAL HOLDINGS, INC., a West Virginia corporation (“Centra Financial”), and by CENTRA FINANCIAL CORPORATION-MORGANTOWN, INC., a West Virginia corporation (“CFC”).

EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • March 30th, 2007 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS AGREEMENT, made and entered into this 7th day of September, 2005, by and between Centra Bank, Inc., a bank organized and existing under the laws of the State of West Virginia (hereinafter referred to as the “Bank”), and Kevin D. Lemley an Executive of the Bank (hereinafter referred to as the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 7th, 2011 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”) made as of the 1st day of June, 2011, by and between CENTRA BANK, INC., a West Virginia corporation (“Employer”), and Darren K. Williams (“Employee”), joined in by CENTRA FINANCIAL HOLDINGS, INC., a West Virginia corporation (“Centra Financial”), and by CENTRA FINANCIAL CORPORATION-MORGANTOWN, INC., a West Virginia corporation (“CFC”).

EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT
Employment and Change-of-Control Agreement • June 27th, 2011 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT (“Agreement”) made as of the 1st day of June, 2011, by and between CENTRA BANK, INC., a West Virginia corporation (“Employer”), and Henry M. Kayes, Jr. (“Employee”), joined in by CENTRA FINANCIAL HOLDINGS, INC., a West Virginia corporation (“Centra Financial”), and by CENTRA FINANCIAL CORPORATION-MARTINSBURG, INC., a West Virginia corporation (“CFC”).

EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT
Employment and Change-of-Control Agreement • March 20th, 2006 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT (“Agreement”) made as of the 6th day of July, 2005, by and between CENTRA BANK, INC., a West Virginia corporation (“Employer”), and Karla J. Strosnider (“Employee”), joined in by CENTRA FINANCIAL HOLDINGS, INC., a West Virginia corporation (“Centra Financial”), and by CENTRA FINANCIAL CORPORATION-MORGANTOWN, INC., a West Virginia corporation (“CFC”).

409A Amendment to the Centra Bank, Inc. Executive Salary Continuation Agreement Effective January 1, 2001 for Kevin D. Lemley
Centra Financial Holdings Inc • December 31st, 2008 • National commercial banks

This Amendment is intended to bring the Agreement into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following changes shall be made:

AMENDED AND RESTATED EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT
Employment and Change • February 17th, 2009 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT (“Agreement”) made as of the 12th day of February, 2009, by and between CENTRA BANK, INC., a West Virginia corporation (“Employer”), and S. Todd Eckels (“Employee”), joined in by CENTRA FINANCIAL HOLDINGS, INC., a West Virginia corporation (“Centra Financial”), and by CENTRA FINANCIAL CORPORATION-MORGANTOWN, INC., a West Virginia corporation (“CFC”).

AGREEMENT AND PLAN OF REORGANIZATION dated as of December 15, 2010 by and between UNITED BANKSHARES, INC. and CENTRA FINANCIAL HOLDINGS, INC.
Agreement and Plan of Reorganization • December 16th, 2010 • Centra Financial Holdings Inc • National commercial banks • West Virginia

AGREEMENT AND PLAN OF REORGANIZATION, dated as of December 15, 2010, (this “Agreement”), by and between CENTRA FINANCIAL HOLDINGS, INC. (“Centra”) and UNITED BANKSHARES, INC. (“United”).

Between
Premises Lease Agreement • March 14th, 2000 • Centra Financial Holdings Inc • National commercial banks
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GUARANTEE AGREEMENT CENTRA FINANCIAL HOLDINGS, INC. Dated as of May 30, 2006
Guarantee Agreement • August 11th, 2006 • Centra Financial Holdings Inc • National commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 30, 2006, is executed and delivered by Centra Financial Holdings, Inc., incorporated in West Virginia (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Centra Financial Statutory Trust II, a Delaware statutory trust (the “Issuer”).

CENTRA BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • December 31st, 2008 • Centra Financial Holdings Inc • National commercial banks • West Virginia

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 E. Richard Hilleary (“Executive”).

RABBI TRUST FOR THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT AND THE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT The Benefit Marketing Group, Inc. 1100 Circle 75 Parkway, Suite 320 Atlanta, Georgia 30339 Telephone: (770) 952-1529 Facsimile:...
Plan Agreement • March 30th, 2007 • Centra Financial Holdings Inc • National commercial banks • Massachusetts

This Trust Agreement effective as of 17th day of March, 2000 by and between Centra Bank, Inc. having its principal place of business in West Virginia or any successor corporation (hereinafter referred to as the, “Bank”), and Eastern Bank & Trust Company, a banking corporation with its principal place of business in Quincy, Massachusetts, (hereinafter referred to as the, “Trustee”).

EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • March 30th, 2007 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS AGREEMENT, made and entered into this 6th day of September, 2005, by and between Centra Bank, Inc., a bank organized and existing under the laws of the State of West Virginia (hereinafter referred to as the “Bank”), and Henry M. Kayes, Jr. an Executive of the Bank (hereinafter referred to as the “Executive”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 11th, 2006 • Centra Financial Holdings Inc • National commercial banks • Pennsylvania

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), is made and entered into as of the 7th day of April, 2006, by and between CENTRA FINANCIAL HOLDINGS, INC., a West Virginia corporation (“Centra”), and SMITHFIELD STATE BANK OF SMITHFIELD, PA, a Pennsylvania bank (“Smithfield”), to be joined in by CENTRA BANK-SMITHFIELD, INC., a Pennsylvania bank to be formed by Centra.

409A Amendment to the Centra Bank, Inc. Executive Salary Continuation Agreement for Karla Strosnider
Salary Continuation Agreement • December 31st, 2008 • Centra Financial Holdings Inc • National commercial banks

This Amendment is intended to bring the Agreement into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following changes shall be made:

EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • March 30th, 2007 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS AGREEMENT, made and entered into this 24th day of January, 2001, by and between Centra Bank, Inc., a bank organized and existing under the laws of the State of West Virginia (hereinafter referred to as the “Bank”), and Kevin D. Lemley an Executive of the Bank (hereinafter referred to as the “Executive”).

WAIVER AND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2011 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS WAIVER AND AMENDMENT TO EMPLOYMENT AGREEMENT, 2000 SERP, AND 2008 SERP (the “Amendment”) is made effective as of the 17th day of February, 2011, by and between CENTRA BANK, INC., a West Virginia corporation (“Employer”) and DOUGLAS J. LEECH, JR. (“Employee”), joined by CENTRA FINANCIAL HOLDINGS, INC., a West Virginia corporation (“Centra Financial”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 3rd, 2009 • Centra Financial Holdings Inc • National commercial banks

The undersigned (the “Subscriber”) subscribes for shares of Common Stock of Centra Financial Holdings, Inc. (the “Company”), representing the amount of subscription stated above. The Subscriber understands that the subscription will not be effective unless and until accepted in writing by the Company. The Subscriber also understands that, unless waived by the Company, the minimum number of shares for which the Subscriber may subscribe for is 500. Subject to the acceptance of this Subscription Agreement by the Company, this Subscription Agreement shall be irrevocable. The Subscriber understands that if this application is accepted by the Company, the Subscriber will become a shareholder of the Company and will be bound by the terms of the Company’s Articles of Incorporation and Bylaws.

409A Amendment to the Centra Bank, Inc. Executive Supplemental Retirement Plan Executive Agreement for Douglas J. Leech, Jr.
Centra Financial Holdings Inc • December 31st, 2008 • National commercial banks

This Amendment is intended to bring the Agreement into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following changes shall be made:

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT
Executive Supplemental Retirement Plan • March 30th, 2007 • Centra Financial Holdings Inc • National commercial banks • West Virginia

THIS AGREEMENT is made and entered into this 20th day of April, 2000, by and between Centra Bank, Inc., a Bank organized and existing under the laws of the State of West Virginia, (hereinafter referred to as the, “Bank”), and Douglas J. Leech, Jr. an Executive of the Bank (hereinafter referred to as the, “Executive”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 11th, 2006 • Centra Financial Holdings Inc • National commercial banks

The undersigned (the “Subscriber”) subscribes for shares of Common Stock of Centra Financial Holdings, Inc. (the “Company”), representing the amount of subscription stated above. The Subscriber understands that the subscription will not be effective unless and until accepted in writing by the Company. The Subscriber also understands that, unless waived by the Company, the minimum amount of subscription the Subscriber may subscribe for is $1,800, and the maximum is $499,986. Subject to the acceptance of this Subscription Agreement by the Company, this Subscription Agreement shall be irrevocable. The Subscriber understands that if this application is accepted by the Company, the Subscriber will become a shareholder of the Company and will be bound by the terms of the Company’s Articles of Incorporation and Bylaws.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 23rd, 2010 • Centra Financial Holdings Inc • National commercial banks

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”).

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