During the Annual Meeting we will also report on the operations of the Company. Non-qualified deferred compensation earnings. The aggregate fees included in each of the other categories were fees billed in the stated periods. Based on our review of such ownership reports, Mr. The maximum number of shares of Stock, in the aggregate, that may be subject to Stock Options granted to any one Employee pursuant to this Section 3. Under the West Virginia Business Corporation Act, in the election of directors, holders of common stock possess cumulative voting rights, consequently, stockholders have as many votes as the number of shares owned, multiplied by the number of directors to be elected, and they may either cumulate all votes for one candidate or distribute those votes among as many candidates as the stockholder may choose.

The aggregate fees included in each of the other categories were fees billed in the stated periods. The Stock Option Plan will remain in effect as long as any awards under it are outstanding; however, no awards may be granted under the Stock Option Plan on or after the ten-year anniversary of the date of stockholder approval of the Stock Option Plan. Sprouse agreed to provide consulting services to First Sentry Bank in order to assist First Sentry Bank with any personnel and business integration issues that may arise in connection with the merger, and also with other banking-related services, as reasonably requested by First Sentry Bank. Our Board of Directors has adopted a written charter for the Committee, which is available on our website at www. Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution of its board of directors, or by action of one or more members of the Board including a committee of the Board who are duly authorized to act for the Board, or except to the extent prohibited by applicable law or applicable rules of any stock exchange by a duly authorized officer of the Company or such Subsidiary. This Plan does not constitute a contract of employment, and selection as a Participant will not give any participating Employee the right to be retained in the employ of the Company or any Subsidiary or any right or claim to any benefit under this Plan, unless such right or claim has specifically accrued under the terms of this Plan.

Sentey Black Box Series

David Fox III is retired. The duties and responsibilities of the Audit Committee include, among other things:. Includes shares held by child 1, shares held by child 2 and shares sentye jointly by both children of Mr. All directors and executive officers have held their present positions for five years unless otherwise stated.

Sentey BX2-4292 v2.1 Mid Tower Case

Roger Smith is an entrepreneur with over 50 years of real estate development experience. Check the appropriate box: Directors and officers of the Company will be present to respond to any questions that stockholders may have. Incentive stock options exercised more than three months following the date the optionee terminates employment shall be treated as a non-qualified stock option as described above; provided, however, that in the event of death or disability, incentive stock options may be exercised and receive incentive tax treatment for up to at least one year following termination of employment, subject to the requirements of the Internal Revenue Code.

Sheils or his estate a lump sum in the amount equal to the five-year average blcak his annual base salary plus the five-year average of his annual bonus pay, and in the event of his death would continue to provide health benefits, c2.1 the extent permissible, to Mr. As of December 31,these loans were performing according to their original terms. A by the vote of at least two-thirds of the Whole Board, with at least two-thirds of the Incumbent Serues then in office voting in favor of such approval or recommendation; or B by a Nominating Committee of the Board whose members were appointed by the vote of at least two-thirds of the Whole Board, with at least two-thirds of the Incumbent Directors then blwck office voting in favor of such appointments.


In addition, the Committee is authorized to make adjustments in the serie and conditions of, and the criteria included in, stock options including, without limitation, cancellation of stock options in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution of stock options using stock of a successor or other entity in recognition of unusual or nonrecurring events including, without limitation, events described in the preceding sentence affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.

The principal features of the Stock Option Plan are summarized below. If any provision of this Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been included herein. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf.

Federal Income Tax Consequences. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form K for the year ended December 31, Includes shares of common stock held by Ms.

Collection: Sentey Black Box Series

He is married with two adult children and four grandchildren. Subject to the terms of the Stock Option Plan and to the extent necessary to comply with Section m of the Internal Revenue Code, the maximum number of shares of common stock that may be subject to stock options granted to any one participant during any calendar year shall be 26, Year Ended December 31, Subject to applicable law, Participants and other persons entitled to benefits under this Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms seriez this Plan.

This report has been provided by the Audit Committee:. He complements the Board with his experience, accomplishments and reputation in the business community. He is also a director of Energy Services of America Corp. Includes 4, shares of common stock held by a company Mr. He brings entrepreneurial business knowledge and experience to the Board through his ownership and operation of construction and real estate development companies and contacts in the local communities and statewide government.

The Board may, as permitted by law, at any time, amend or terminate this Plan, and may amend any Award Agreement, provided that no amendment or termination except as provided in Section 2. The Nominating and Corporate Governance Committee will identify nominees for the Board of Directors by first evaluating the current members of the Board of Directors willing to continue in service.

Oxley has been a resident of Huntington, West Virginia since The Compensation Committee met one time during the year ended December 31, Stockholders can submit the names of qualified candidates for director by writing to our Corporate Secretary, at Eighth Street, Huntington, West Virginia Once granted, stock options may not be re-priced i.


The consulting agreement was for a term of 24 months, which concluded on September 25, However, the Board of Directors has determined that each of the directors, with the exception of Messrs. He has a vast knowledge of the local economy, its leaders, and has valuable insight from prior board experiences. Includes 11, shares of common stock held in Mr. President and Chief Executive Officer.

Sentey BX v Mid Tower Case

In order to approve the Stock Option V21, the proposal must receive the affirmative vote of a majority of the votes cast at the annual meeting. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall seeies deemed to be actions of the Committee.

The Annual Meeting is for the purpose of considering and acting upon:. Each stock option shall be evidenced by an Award Agreement that shall: Under the Stock Option Plan, options to purchase up toshares of common stock may be granted to our employees. The Board of Directors oversees risks through the continued review of the operations of the company while refining policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to the organization.

In addition, no amendment may i materially increase the benefits accruing seris participants under the Stock Option Plan; ii materially increase the aggregate number of securities that may be issued under the Stock Option Plan, other than pursuant to corporate transactions described in the Stock Option Plan, or iii materially modify the requirements for participation in the Stock Option Plan, unless the amendment under iii or iii above is approved by our stockholders.

Under the consulting agreement, First Sentry Bank paid Mr. If the stockholders fail to ratify the independent registered public sentry firm selected by the Audit Committee, the Audit Committee will reconsider whether or not to retain that firm.

It is intended that the proxies solicited on behalf of the Board of Directors other than proxies in which the vote is withheld as to one or more nominees will be voted at the annual meeting for the election of the nominees identified below.

In the event there are not sufficient votes for a quorum, or to approve or ratify any matter being presented at the time of the annual meeting, the annual meeting may be adjourned in order to permit the further solicitation of proxies. Sheils would be entitled to receive 2. The aggregate fees included in the Audit Fees category were fees billed for the calendar years for the audit of our annual financial statements and the review of our quarterly financial statements.

He provides our Board valuable assistance in the field of residential and commercial real estate through his experience in all aspects of property development and management.