On July 17, 2012, the MVB Financial Corporate Board of Directors approved the 2012 Annual Executive Performance Incentive Plan (the "Plan"). The Plan provides an award for executive members of MVB based on the achievement of performance metrics for the 2012 fiscal year. No payout will be made unless 125% of the annual net income goal is achieved. The awards will be paid in cash.

As part of the annual review and approval of the Plan, the CEO will provide the Human Resources Committee detailed Performance Requirements and a Payout Matrix (Plan Matrix). In addition, the Matrix will reflect the payout ratios based on actual performance targets and percentage breakdowns (weights) regarding the Named Executive's portion of potential incentive which comes from overall company performance metrics and if applicable, from the individual's annual personal performance evaluation.

The MVB Financial Corporate Board of Directors may, at their sole discretion, waive, change or amend the Plan and the annual Plan Matrix as it deems appropriate.

Below is the total percentage of base salary that may be awarded to the Chief Executive Officer and each of the other named executive officers under the 2012 Plan:

                                     Percentage of Base Salary
                  Named Executive
                  Larry F. Mazza               100%
                  Roger J. Turner               50%
                  John T. Schirripa             50%
                  Donald T. Robinson            50%
                  David A. Jones                25%
                  Eric L. Tichenor              25%

Payout will not be made until the external financial audit is completed to verify results.

Item 9.01. Exhibits

Exhibit 10.5 MVB Annual Executive Performance Incentive Plan