ContractAmended and Restated Agreement • February 3rd, 2009 • First Sentry Bancshares, Inc. • State commercial banks
THIS AMENDED AND RESTATED AGREEMENT, made and entered into initially as of the 31st day of December, 2003 (the “2003 Agreement”), and amended and restated this 29th day of December 2008, but effective as of January 1, 2007, by and between GUARANTY BANK & TRUST COMPANY, a West Virginia state-chartered banking institution (hereinafter the “Employer”), and MARSHALL E. CARTWRIGHT (hereinafter the “Employee”).
Acknowledgement AgreementAcknowledgement Agreement • February 3rd, 2009 • First Sentry Bancshares, Inc. • State commercial banks
I, Larry E. Plantz (“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 22, 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(e) 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 parachut
FORM OF VOTING AGREEMENTForm of Voting Agreement • February 3rd, 2009 • First Sentry Bancshares, Inc. • State commercial banks
The undersigned is a director or officer of Guaranty Financial Services, Inc. or Guaranty Bank & Trust Company (collectively “Guaranty”) and is the beneficial holder of shares of common stock of Guaranty (“Guaranty Common Stock”).
Acknowledgement AgreementAcknowledgement Agreement • February 3rd, 2009 • First Sentry Bancshares, Inc. • State commercial banks
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 parachut
