WV
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200034461
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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According to the Agreement, Mr. Schirripa must devote his full time and his best efforts to the performance of his duties for MVB and Bank. Mr. Schirripa will not be employed by, nor will he devote any of his time and efforts to further the interests of any person, firm or corporation except such other entities that the Board of Directors of Bank and MVB approves.
The Agreement may be terminated by mutual agreement, For Cause with 60 days notice, without Cause with 90 days notice, death, disability, "Change of Control", or "Constructive Termination." For the purpose of the Agreement, "Cause" means employee acts or omissions that constitute fraud, dishonesty, excessive absenteeism, any criminal act involving the person or property of others or the general public, gross neglect of duty resulting in a substantial loss to Bank or MVB, or intentional failure to carry out reasonable and legal duties and responsibilities assigned by the Board of Directors of Bank or MVB.
"Change of Control" means an acquisition of shares in the Bank or MVB that together with the purchaser's shares results in ownership by any person, group of persons, or other organization owning greater than 50% of the stock; or any merger, consolidation, exchange, or reorganization that Bank or MVB is a party to, but is not the surviving entity. "Constructive Termination" results from any of the following: a substantial decrease of base salary or reward opportunities; a material decrease in duties or responsibilities; a change in geographic location that would require the employee to travel more than 50 miles from the current principal office address; a material decrease in authority, duties, or responsibilities of employee's supervisor; or any other action that would materially breach the Agreement.
Upon termination, Mr. Schirripa is entitled to and will receive the following compensation: by mutual agreement - the amount that the parties agreed upon; For Cause - his base salary for any time during which he was actively employed; "without Cause" by employer - salary and benefits for a 12 month period; "without Cause" by employee - no compensation after termination date; death - survivors will receive health benefits for one year and the proceeds of life insurance provided to the employee; disability - the amount remaining for the term of the Agreement reduced by any payment from the Bank's long-term disability policy; and "Change of Control" - base salary for the term of the Agreement and for an additional 12 months.
Mr. Schirripa will be paid a base salary of $180,000. This base salary is subject to adjustment each year at the discretion of the Board of Directors of Bank. Mr. Schirripa will also receive those fringe benefits afforded to other Bank officers and will be reimbursed for all reasonable expenses incurred in carrying out his duties and responsibilities. Mr. Schirripa will also receive four weeks of vacation time.
During the term of the Agreement and through the end of the one year period following termination of Mr. Schirripa's employment, Mr. Schirripa will not solicit or participate as employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity, in any business which solicits business from any customer or supplier of Bank during the term of the Agreement, for the purpose of securing business or contracts related to the business of Bank. During the same period, Mr. Schirripa will not employ, engage, recruit, or solicit for employment any person who is or becomes employed or engaged by Bank.
On August 1, 2010, MVB Financial Corp. (the "Company") approved the grant of stock options under the MVB Financial Corp. 2003 Incentive Stock Plan to the following executive officers in the indicated amounts:
John T. Schirripa 10,000
On August 3, 2010 the grant agreements were signed.
The options will be exercisable at $22.50 per share and will vest over a three year period in equal amounts each year, beginning August 1, 2011.
MVB FINANCIAL CORP
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Date: August 04, 2010
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By:
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/s/ Eric L. Tichenor
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Eric L. Tichenor
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SVP and Chief Financial Officer
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Exhibit No.
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Description
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EX-99.1
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Schirripa Employment Agreement
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