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EXHIBIT 10.1 Employment Agreement dated March 14, 2005 between Citizens First
Corporation and Xxxx Xxxxxx and First Amendment to Employment Agreement dated
March 17, 2005
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, made and effective as of this January 1,
2005, by and between CITIZENS FIRST CORPORATION, a Kentucky corporation
("Employer"), and XXXX XXXXXX, an individual ("Xxxxxx").
WHEREAS, the parties hereto entered into that certain Employment
Agreement dated September 14, 1998 and that certain First Amendment to
Employment Agreement dated November 3, 1998; and
WHEREAS, the parties desire to enter into a new Employment Agreement
which shall supercede the previous Employment Agreement as amended as of January
1, 2005.
NOW, THEREFORE, for and in consideration of the mutual terms,
conditions and benefits to be obtained by the parties to this Employment
Agreement, the receipt and sufficiency of which the parties hereby acknowledge,
Employer and Xxxxxx agree as follows:
1. EMPLOYMENT. Employer hereby employs Xxxxxx, and Xxxxxx hereby accepts
employment with Employer, as the President and Chief Executive Officer of
Employer and of any banking institution established by the Employer in its
capacity as a Bank Holding Company. Such positions are hereinafter collectively
referred to as "the Position."
2.TERM OF EMPLOYMENT.
A. This Employment Agreement shall commence on and be effective as of
January 1, 2005 (the "Commencement Date"), and continue through December
31, 2008, subject to renewal and to termination in accordance with the terms of
this Employment Agreement. On January 1, 2008, this Employment Agreement will be
automatically renewed for a new three year term, subject to renewal and to
termination in accordance with the terms of this Employment Agreement, unless
either Employer, by action of its Board of Directors, or Xxxxxx gives written
notice to the other party hereto at least 60 days prior to the renewal date that
it does not intend to renew this Employment Agreement. Cohron's initial term of
employment and any subsequent renewal thereof shall hereinafter be referred to
as the "Term." If this Employment Agreement is not renewed as specified herein,
all of Cohron's rights to compensation and fringe benefits shall terminate at
the end of the Term.
3. RESPONSIBILITIES IN POSITION. Except for illness, and reasonable vacation
periods as hereinafter provided and reasonable involvement in civic affairs and
in organizations which benefit, promote or complement the interests of Employer,
and except as otherwise provided in this Employment Agreement, or as approved by
the
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Board of Directors of Employer, Xxxxxx shall devote substantially all of
her business time, attention, skill and efforts to the faithful performance of
her duties hereunder and in the Position, and shall use her best efforts, skill
and experience to promote the business, interests and welfare of Employer.
Xxxxxx shall not, without the consent of the Board of Directors of Employer, be
engaged in any other business activity, whether or not such activity is pursued
for gain, profit or pecuniary advantage.
4. SPECIFIC DESCRIPTION OF AUTHORITY. Xxxxxx is hereby employed in the
Position, and she shall have, exercise and carry out the authorities,
powers, duties and responsibilities conferred upon persons occupying each of the
capacities contained in the Position by the Bylaws of Employer, as such Bylaws
are from time to time in effect, and shall observe such directions and
restrictions as the Board of Directors of Employer may from time to time confer
or impose upon her. In the absence of specific directions, Xxxxxx shall have the
following duties, responsibilities and authorities with respect to Employer:
A. She shall have complete charge of the day-to-day
management, operation and supervision of its business and of any banking
institution established by the Employer in its capacity as a Bank Holding
Company;
B. She shall be in charge of all officers and employees
associated with it or with any banking institution established by the Employer
in its capacity as a Bank Holding Company;
C. She shall discharge all of those duties and
responsibilities customarily discharged by a President and Chief Executive
Officer of a banking institution and shall have all of the powers and
authorities customarily conferred upon an individual holding such offices,
including, without limitation, the authority to formulate policies and
administer its business, including the business of any banking institution which
it might organize, subject to the policies and directions from time to time
adopted or given by its Board of Directors;
D. She shall have the general management and control of its
business activity;
E. She and those working under her supervision, acting with
her authority, shall have the responsibility and authority to hire, appoint,
discipline and dismiss all of its employees and shall have the general
supervision of all of its employees and officers including those employees and
officers associated with any banking institution that it might organize;
F. She shall be responsible for carrying out such other acts and
duties, not otherwise specified herein, as shall be necessary for the management
of its business, as its Board of Directors shall from time to time direct.
5. COMPENSATION. Cohron's salary shall be at the annualized rate established
by Employer's Board
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of Directors at the commencement of each calendar year that the Employment
Agreement is in effect and must be set forth in a resolution of the Board of
Directors, duly adopted by the Board of Directors, and properly reflected in the
minutes of the Board of Directors. Any purported agreement for additional
compensation or for an adjustment in compensation which is not so evidenced by a
written resolution of Employer's Board of Directors shall not be enforceable,
and shall be of no force or effect whatsoever. Cohron's salary, as established
by the Board of Directors, shall be paid in equal bi-weekly installments.
6. REIMBURSEMENT. Employer will reimburse Xxxxxx for all reasonable and
necessary expenses incurred by her in carrying out her duties under this
Employment Agreement; provided that such expenses shall be incurred by her only
pursuant to the policies and procedures of Employer's Board of Directors, from
time to time in effect, and that all such expenses must be reasonable and
necessary expenses incurred by her solely for the purpose of carrying out her
duties under this Employment Agreement. Xxxxxx shall present to Employer from
time to time an itemized account of such expenses in such form as may be
required by Employer's Board of Directors. Any such itemized account shall be
subject to approval by Employer's Board of Directors.
7. VACATION AND SICK LEAVE. Xxxxxx shall be entitled to five weeks of
vacation annually. Xxxxxx shall be responsible for arranging to have other
officers of Employer discharge her duties and responsibilities during any
vacation period. Vacation shall be taken only at those times during which such
vacation will be calculated to cause a minimum of disruption in the business of
Employer. At least five days of vacation must be taken consecutively each year.
Xxxxxx shall additionally be entitled to 12 days of paid sick leave
annually except that if Xxxxxx becomes entitled to receive benefits under any
disability policy provided by the Employer, all rights to sick leave
compensation shall end at that time. Sick leave shall only be taken if Xxxxxx is
incapacitated by illness or injury from performing her duties in the Position
and shall not be utilized as additional vacation time.
8. ACCRUAL. Unused vacation time shall not accrue from year to year.
Sick leave may be carried over from year to year, but Xxxxxx agrees that she
will not be compensated for any unused sick leave upon termination of this
Employment Agreement.
9. EMPLOYEE BENEFITS. Xxxxxx shall be entitled to participate in all
employee benefit programs conferred by Employer, from time to time, upon its
other executive officers, including the following:
A. The right to participate in any health insurance program established by
Employer;
B. The right to participate in any profit sharing plan, pension plan, or
other incentive
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program, retirement benefit plan or similar program established
by Employer; provided, that Xxxxxx must be a "qualified participant," as defined
in the legal documentation establishing such plans;
C. The right to participate in any life insurance plan,
short-term disability plan, or long-term disability plan established by the
Employer.
D. The right to participate in any bonus plan or stock option
plan established by Employer in its sole discretion.
10. ANNUAL EVALUATION. At least annually, the Employer shall devote a
portion of one meeting of the Employer's Board of Directors to an evaluation of
Cohron's performance as measured against specific goals and objectives as
established by the Employer. If Xxxxxx is a member of the Board of Directors,
she shall not be permitted to attend that part of any meeting at which her
evaluation is being considered without invitation by a majority of the other
Board members.
11. TERMINATION. Cohron's employment under the terms of this Employment
Agreement may be terminated by Employer's Board of Directors (and, if Xxxxxx is
a member of such Board of Directors, she shall not be permitted to vote on such
issue, or to attend without invitation by a majority of the other Board members,
the meeting of such Board of Directors at which such issue is being considered)
at any time during the Term, if such Board of Directors reasonably, properly,
and in good faith determines by majority vote of the entire Board of Directors
(excluding Xxxxxx) that any of the following causes for terminating Cohron's
employment exist:
X. Xxxxxx has appropriated to her personal use funds, rights
or property of Employer or of any of the customers of Employer;
X. Xxxxxx has engaged in any other act of substantial
dishonesty in the performance of her duties or responsibilities;
X. Xxxxxx has, in any substantial respects, failed to
discharge her duties and responsibilities in the Position,
and fails or refuses to correct such failings within thirty (30) days of receipt
of written notice to her from the Employer's Board of Directors of the failings,
which such notice shall specifically describe Cohron's failings and the
steps required to remedy same;
X. Xxxxxx is engaging in competition with Employer in any
manner or in activities harmful to the business of Employer;
X. Xxxxxx is using alcohol, drugs or similar substances in an
illegal manner;
X. Xxxxxx has become "disabled" or "incompetent," as
hereinafter defined in this Employment Agreement;
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X. Xxxxxx is convicted of a felony, or of a substantial
misdemeanor involving moral turpitude;
H. For any reason, Employer or any banking institution which it
might organize is unable to procure upon Xxxxxx a substantial fidelity bond, or
a bonding company refuses to issue a bondto Employer or any banking institution
which it might organize if Xxxxxx is employed in the Position;
X. Xxxxxx is guilty of gross professional misconduct, or of a
gross breach of this Employment Agreement of such a serious nature as would
reasonably render her service entirely unacceptable to reasonable persons in the
position of the Employer's Board of Directors.
If its Board of Directors reasonably, properly, and in good faith
determines that any one or more of the above causes for terminating Cohron's
employment exists, then Employer may, by giving Xxxxxx 60 days written notice of
its intention to terminate Cohron's employment, terminate this Employment
Agreement, the Term, and Cohron's employment, and all rights, duties and
obligations of the parties under this Employment Agreement. Xxxxxx shall be
entitled to receive all compensation and fringe benefits, hereinabove provided
for, for such period of 60 days, plus any accrued vacation time, plus any rights
to any fringe benefits or other compensation hereinabove described in this
Employment Agreement which accrue during such period of 60 days. Nevertheless,
although Xxxxxx shall be entitled to her compensation and fringe benefits for
such period, such Board of Directors may, if it, in its discretion deems it
prudent to do so, terminate Cohron's employment, effective on the date when such
notice is given. Any of the following provisions of this Employment Agreement to
the contrary notwithstanding (including those dealing with termination pay),
Xxxxxx shall not be entitled to any further compensation of any kind or nature
whatsoever following such termination.
12. TERMINATION OTHERWISE. Cohron's employment may be terminated, upon
delivery to Xxxxxx of 60 days notice of termination, at any time during the
Term, with or without cause, if the Employer's Board of Directors, for any
reason whatsoever, determines by majority vote of the entire Board of Directors
(excluding Xxxxxx) that such employment should be terminated. It is understood
that Xxxxxx has no continuing right to employment by Employer, and that Employer
may, therefore, terminate Cohron's employment at any time of its choosing, and
for any reasons which are satisfactory to it. If notice is delivered pursuant to
this Paragraph 12 that Cohron's employment is terminated, then Xxxxxx shall be
entitled to receive all compensation and fringe benefits to
which she is otherwise entitled (and which would otherwise accrue) under
this Employment Agreement during the period of 60 days following delivery of
such notice. At the conclusion of such period of 60 days, Cohron's
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employment in the Position shall be terminated and the only rights to
compensation and fringe benefits which Xxxxxx shall thereafter have under this
Employment Agreement shall be: (a) the right to receive from Employer, on the
next scheduled salary payment date, the value of fringe benefits accruing to
Xxxxxx under this Agreement as of the effective date of the termination (subject
to the terms and conditions of any plan or agreement pursuant to which such
benefits are made available) and (b) the right to receive from Employer the
total amount of the salary, at the annual rate then in effect, equal to the
number of months of Cohron's service under the Term but in no event to exceed
twelve (12) months (such total amount being referred to as "Severance Pay") .
For purposes of this Paragraph 12, the Term shall begin anew on each occasion
that this Employment Agreement is renewed.
13. VOLUNTARY TERMINATION. Xxxxxx may terminate her employment in the
Position, and this Employment Agreement, at any time during the Term, provided
that she shall give to the Employer's Board of Directors at least 60 days
written notice of such termination. Any of the above provisions of this
Employment Agreement to the contrary notwithstanding, if Xxxxxx shall
voluntarily terminate her employment in the Position and this Employment
Agreement at any time during the Term, then all rights to compensation and
fringe benefits shall terminate as of the effective date of such termination;
provided, however, that Xxxxxx shall be entitled to receive payment for any
accrued vacation.
14. DEATH OF XXXXXX. Cohron's death shall terminate the Term and Cohron's
employment and shall terminate all of Cohron's rights to all salary,
compensation and fringe benefits effective as of the date of such death.
15. DISABILITY. Xxxxxx shall be deemed to be "disabled" or shall be deemed to
be suffering from a "disability" under the provisions of this Employment
Agreement if a competent physician, acceptable to Xxxxxx and Employer, states in
writing that it is such physician's opinion that Xxxxxx will be permanently
(or for a continuous period of four (4) calendar months) unable to perform a
substantial number of the usual and customary duties of Cohron's employment. In
the event Xxxxxx and Employer are unable to agree upon such a suitable physician
for the purposes of making such a determination, then Xxxxxx and Employer shall
each select a physician, and such two physicians as selected by Employer and
Xxxxxx shall select a third physician who shall make the determination, and the
determination made by such third physician shall be binding upon Xxxxxx and
Employer. It is further agreed that if a guardian is appointed for Cohron's
person, or a conservator or curator is appointed for Cohron's estate, or she is
adjudicated "incompetent" or is suffering or operating under a mental
"disability" by a court of appropriate jurisdiction, then Xxxxxx shall be deemed
to be "disabled" for all purposes under this Employment Agreement. In the
event Xxxxxx becomes "disabled," as defined in this Paragraph 15, then her
employment and all
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rights to compensation and fringe benefits shall terminate effective as of the
date of such disability determination.
16. FAITHFULNESS. Xxxxxx shall diligently employ herself in the Position
and in the business of Employer and shall be faithful to Employer in all
transactions relating to it and its business and shall give, whenever required,
a true account to the Board of Directors of all business transactions arising
out of or connected with Employer and its business, and shall not, without first
obtaining the consent of the Board of Directors, employ either her interest in
Employer, or her interests in this Employment Agreement or the capital or credit
of Employer for any purposes other than those of Employer. Xxxxxx shall keep the
Board of Directors fully informed of all work for and transactions on behalf of
Employer. She shall not, except in accordance with regular policies of the Board
of Directors from time to time in effect, borrow money in the name of Employer,
use collateral owned by Employer as security for loans or lease or dispose of or
in any way deal with any of the property, assets or interests of Employer other
than in connection with the proper conduct of the business of Employer.
17. NONASSIGNABILITY. Neither this Agreement, nor any rights or interests
hereunder, shall be assignable by Employer, or by Xxxxxx, her beneficiaries or
legal representatives, without the prior written consent of the other party. All
services to be performed hereunder by Xxxxxx must be personally performed by
her.
18. CONSOLIDATION. MERGER OR SALE OF ASSET. Nothing in this Employment
Agreement shall preclude Employer from consolidating or merging into or with, or
transferring all or substantially all of its assets to another bank or
corporation which assumes this Employment Agreement and all obligations and
undertakings of it hereunder. Upon such a consolidation, merger or transfer of
assets and assumption, "Employer, " as used herein, shall mean such other bank
or corporation, as the case may be, and this Employment Agreement shall continue
in full force and effect.
19. BINDING EFFECT. This Employment Agreement shall be binding upon, and shall
inure to the benefit of Employer and its successors and assigns, and Xxxxxx and
her heirs, executors, administrators and personal representatives.
20. AMENDMENT OF AGREEMENT. This Employment Agreement may not be amended or
modified except by an instrument in writing signed by the parties hereto.
21. WAIVER. No term or condition of this Employment Agreement shall be deemed
to have been waived, nor shall there be any estoppel against the
enforcement of any provision of this Employment Agreement, except by written
instrument of the party charged with such waiver or estoppel. No such
written waiver shall be deemed to be a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the
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specific term or condition waived, and shall not constitute a waiver of
such term or condition in the future or as to any act other than that
specifically waived.
22. SEVERABILITY. If for any reason any provision of this Employment Agreement
is held invalid, such invalidity shall not affect any other provision of this
Employment Agreement not held invalid, and each such other provision shall, to
the full extent consistent with law, continue in full force and effect. If any
provisions of this Employment Agreement shall be invalid in part, such partial
invalidity shall in no way affect the rest of such provision not held invalid,
and the rest of such provision, together with all other provisions of this
Employment Agreement, shall, to the extent consistent with law, continue in full
force and effect.
23. TRADE SECRETS. Xxxxxx shall not, at any time or in any manner, either
directly or indirectly, divulge, disclose or communicate to any person, firm or
corporation, in any manner whatsoever, any information concerning any matters
affecting or relating to Employer, including, without limiting the generality of
the foregoing, any information concerning any of its customers, its manner of
operation, its plans, process or other data, without regard to whether all or
any part of the foregoing matters will be deemed confidential, material or
important, as the parties hereto stipulate that as between them, the same are
important, material and confidential and gravely affect the effective and
successful conduct of the business and goodwill of Employer, and that any breach
of the terms of this Paragraph 23 shall be a substantial and material breach of
this Employment Agreement. All terms of this Paragraph 23 shall remain in full
force and effect after the termination of Cohron's employment and of this
Employment Agreement. Xxxxxx acknowledges that it is necessary and proper that
Employer preserves and protects its proprietary rights and unique, confidential
and special information and goodwill, and the confidential nature of its
business and of the affairs of its customers, and that it is therefore
appropriate that Employer prevent Xxxxxx from engaging in any breach of the
provisions of this Paragraph 23. Xxxxxx, therefore, agrees that a violation by
Xxxxxx of the terms of this Paragraph 23 would result in irreparable and
continuing injury to Employer, for which there might well be no adequate remedy
at law. Therefore in the event Xxxxxx shall fail to comply with the provisions
of this Paragraph 23, Employer shall be entitled to such injunctive and other
relief as may be necessary or appropriate to cause Xxxxxx to comply with the
provisions of this Paragraph 23, and to recover, in addition to such relief, its
reasonable costs and attorney's fees incurred in obtaining same. Such right to
injunctive relief shall be in addition to, and not in lieu of, such rights to
damages or other remedies as Employer shall be entitled to receive.
24. COVENANT NOT TO COMPETE. Should this Agreement be terminated for any
reason by Employer or Xxxxxx during the Term, Xxxxxx covenants and agrees that
she will not directly or indirectly engage or participate in
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the operation of a banking institution or enter the employ of, or render any
personal services to, or receive remuneration in the form of salary, commissions
or otherwise, from any business operating a banking institution within the
geographical limits of Xxxxxx County, Kentucky and all counties adjoining Xxxxxx
County, Kentucky for a period of one year following the date of termination of
the Agreement.
25. ENTIRE AGREEMENT. This Employment Agreement contains the entire
agreement between the parties with respect to Cohron's employment by
Employer. Each of the parties acknowledges that the other party has made no
agreements or representations with respect to the subject matter of this
Employment Agreement other than those hereinabove specifically set forth in this
Employment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of March 14,2005.
CITIZENS FIRST CORPORATION
BY: ___/s/ Xxxxx X. Ellis___________________
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, made and entered into as
of this 17th day of March, 2005, by and between CITIZENS FIRST CORPORATION, a
Kentucky corporation ("Employer"), and XXXX XXXXXX, an individual ("Xxxxxx").
For and in consideration of the mutual terms, conditions and benefits
to be obtained by the parties to this First Amendment to Employment Agreement,
the receipt and sufficiency of which the parties hereby acknowledge, Employer
and Xxxxxx agree to amend the Employment Agreement between them dated January 1,
2005 as follows:
Employer and Xxxxxx hereby revoke Paragraph 12 of the Employment
Agreement and replace this paragraph with the following language:
12. Termination Otherwise. Cohron's employment may be terminated, upon
delivery to Xxxxxx of 60 days notice of termination, at any time during the
Term, with or without cause, if the Employer's Board of Directors, for any
reason whatsoever, determines by majority vote of the entire Board of Directors
(excluding Xxxxxx) that such employment should be terminated. It is understood
that Xxxxxx has no continuing right to employment by Employer, and that Employer
may, therefore, terminate Cohron's employment at any time of its choosing, and
for any reasons which are satisfactory to it. If notice is delivered pursuant to
this Paragraph 12 that Cohron's employment is terminated, then Xxxxxx shall be
entitled to receive all compensation and fringe benefits to which she is
otherwise entitled (and which would otherwise accrue) under this Employment
Agreement during the period of 60 days following delivery of such notice. At the
conclusion of such period of 60 days, Cohron's employment in the Position shall
be terminated and the only rights to compensation and fringe benefits which
Xxxxxx shall thereafter have under this Employment Agreement shall be: (a) the
right to receive from Employer, on the next scheduled salary payment date, the
value of fringe benefits accruing to Xxxxxx under this Agreement as of the
effective date of the termination (subject to the terms and conditions of any
plan or agreement pursuant to which such benefits are made available) and (b)
the right to receive from Employer the total amount of the salary, at the annual
rate then in effect, equal to twelve (12) months (such total amount being
referred to as "Severance Pay").
All other terms and conditions contained in the January 1, 2005
Employment Agreement remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Employment Agreement as of the day and year first above written.
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CITIZENS FIRST CORPORATION
BY: ______/s/ Xxxxx X. Ellis_______________
/s/Xxxx Xxxxxx
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XXXX XXXXXX
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