EXHIBIT 10.13 2003 Promissory Note to Darrell R. Wells and Related Subordination Agreement SUBJECT TO THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF DECEMBER 19, 2002 FROM BORROWER AND LENDER TO NATIONAL CITY BANK OF KENTUCKY PROMISSORY NOTEPromissory Note • March 29th, 2004 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
74 EXHIBIT 2.4 FIRST AMENDMENT TO ACQUISITION AGREEMENT THIS FIRST AMENDMENT TO ACQUISITION AGREEMENT ("Amendment") is made and entered into effective as of February 10, 1998 between CHASWIL UNITED CORP., an Ohio corporation with principal offices c/o...Acquisition Agreement • May 27th, 1998 • Citizens Financial Corp /Ky/ • Accident & health insurance
RECITALSEmployment Agreement • March 29th, 2004 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
EXHIBIT 10.15 Severance Agreement dated as of April 15, 2004 between the Company and Lane A. Hersman SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release ("Agreement") is made by and between Citizens Financial Corporation for itself...Severance Agreement • May 14th, 2004 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
EXHIBIT 10.16 FORM OF INDEMNIFICATION AGREEMENT BETWEEN THE COMPANY AND ITS DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER OFFICERS EMPLOYEE INDEMNIFICATION AGREEMENT This Agreement is made as of the 27th day of April, 2004 between CITIZENS FINANCIAL...Indemnification Agreement • August 11th, 2004 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
THIRD AMENDED, CONSOLIDATED AND RESTATED PROMISSORY NOTEPromissory Note • April 2nd, 2007 • Citizens Financial Corp /Ky/ • Accident & health insurance
This Third Amended, Consolidated and Restated Promissory Note (this “Note”) amends, consolidates, restates and replaces the Second Amended, Consolidated and Restated Promissory Note ($5,330,000) dated as of December 28, 2006 made by Maker to the order of Payee (the “Prior Note”). This Note is not intended to be and shall not be construed as a novation of the indebtedness evidenced by the Prior Note. This Note shall be entitled to the benefits (in the same priority) of, inter alia, any security at any time granted and pledged by Maker to Payee in conjunction with the original execution and delivery of the Prior Note or predecessor notes or by Maker or any other person at any time thereafter. This Note also evidences an additional loan from Lender to Borrower made on the date hereof in the original principal amount of Three Hundred Thousand Dollars ($300,000.00).
6 EXHIBIT 2.3 ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT ("AGREEMENT") is made and entered into effective as of December 12, 1997 between CHASWIL UNITED CORP., an Ohio corporation with principal offices c/o United Liberty Life Insurance Company,...Acquisition Agreement • May 27th, 1998 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 30th, 2005 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 1, 2005 between CITIZENS FINANCIAL CORPORATION, a Kentucky corporation (“Employer”), and LEN E. SCHWEITZER, an individual residing in Louisville, Kentucky (“Employee”).
DISCRETIONARY REVOLVING LINE OF CREDIT NOTEDiscretionary Revolving Line of Credit Note • July 19th, 2007 • Citizens Financial Corp /Ky/ • Accident & health insurance
This Note amends, consolidates, restates and replaces the Third Amended, Consolidated and Restated Promissory Note ($5,630,000.00) dated as of April 2, 2007 made by Borrower to the order of Lender (the “Prior Note”). This Note is not intended to be and shall not be construed as a novation of the indebtedness evidenced by the Prior Note. This Note shall be entitled to the benefits (in the same priority) of, interalia, any security at any time granted and pledged by Borrower to Lender in conjunction with the original execution and delivery of the Prior Note or predecessor notes or by Borrower or any other person at any time thereafter. This Note also evidences an additional loan from Lender to Borrower made on the date hereof in the original principal amount of One Hundred Thirty Thousand Dollars ($130,000.00). As of the date hereof, this Note evidences a principal balance disbursed and outstanding of Five Million Seven Hundred Sixty Thousand Dollars ($5,760,000.00) plus interest accrued
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 27th, 2005 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 31, 2005 between CITIZENS FINANCIAL CORPORATION, a Kentucky corporation (“Employer”), and MICHAEL S. WILLIAMS, CLU, an individual currently residing in Duncan, South Carolina (“Employee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 8th, 2006 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 4, 2006 between CITIZENS FINANCIAL CORPORATION, a Kentucky corporation (“Employer”), and JAMES T. HELTON III, an individual residing in Birmingham, Alabama (“Employee”).
AIRCRAFT USE AGREEMENTAircraft Use Agreement • April 27th, 2006 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
This Aircraft Use Agreement, effective as of May 1, 2006 (this “Agreement”) is entered into by and between S M C ADVISORS, INCORPORATED, a Kentucky corporation with an address of 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 (“SMC”) and CITIZENS FINANCIAL CORPORATION, a Kentucky corporation with an address of The Marketplace, Suite 300, 12910 Shelbyville Road, Louisville, Kentucky 40243 (“CFC”). The parties acknowledge that they are affiliated through the common control of Darrell R. Wells.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 21st, 2006 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made November 21, 2006 between CITIZENS FINANCIAL CORPORATION, a Kentucky corporation (“Employer”), and JOHN D. CORNETT, an individual currently residing in Houston, Texas (“Employee”).
RECITALSAircraft Interest Purchase Agreement • August 11th, 2004 • Citizens Financial Corp /Ky/ • Accident & health insurance • Kentucky
Settlement Agreement dated October 8, 2004 between James and Naomi Stock, Plaintiffs, and United Liberty Life Insurance CompanySettlement Agreement • October 14th, 2004 • Citizens Financial Corp /Ky/ • Accident & health insurance • Ohio
AGREEMENTAgreement • June 8th, 2007 • Citizens Financial Corp /Ky/ • Accident & health insurance
THIS AGREEMENT is made and entered into by and among DARRELL R. WELLS (“D. Wells”), MARGARET A. WELLS (“M. Wells”), both individuals, SMC RETIREMENT TRUST, DARRELL R. WELLS INDIVIDUAL TRUST (“SMC Trust”), COMMONWEALTH BANCSHARES, INC. (“CBI”), a Kentucky corporation, SMC ADVISORS, INCORPORATED (“SMC”), a Kentucky corporation, SECURITY TREND PARTNERS (“STP”), a Kentucky limited partnership, EXBURY PARTNERS (“Exbury”), a Kentucky limited partnership, COMMONWEALTH BANK AND TRUST COMPANY, KENTUCKY, TRUSTEE FOR DARRELL R. WELLS IRREVOCABLE TRUST (“CBT Trust”), and DARRELL R. WELLS MONEY PENSION PLAN (“Plan”) (collectively, the “Group”).
