EXHIBIT 10.14
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made as of
February 6, 2004 between CITIZENS FINANCIAL CORPORATION, a Kentucky corporation
("Employer"), and XXXXX X. XXXXX, an individual resident in Birmingham, Alabama
("Employee").
RECITALS
Employer desires to employ Employee for the Employer Group on
a temporary and short-term basis, and Employee wishes to accept such employment,
upon the terms and conditions set forth in this Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, the following terms have
the meanings specified or referred to in this Section~1.
"Agreement" - this Employment Agreement, as amended from time
to time.
"Basic Compensation" - Salary and Benefits.
"Benefits" - as defined in Section 3.2.
"Boards of Directors" - the board of directors of the
constituents of the Employer Group.
"Confidential Information" - any and all:
(a) trade secrets concerning the business and affairs of the Employer
Group, including without limitation products, past, current, and planned
research and development, current and planned distribution methods and
processes, customer lists, current and anticipated customer requirements, market
studies, business plans, computer software and programs (including object code
and source code), and any other information, however documented, that is a trade
secret within the meaning of the Uniform Trade Secrets Act, KRS 365.880-.900;
(b) information concerning the business and affairs of the Employer Group
including without limitation historical financial statements, financial
projections and budgets, historical and projected sales, the names and
backgrounds of key personnel, and personnel training and techniques and
materials, however documented; and
(c) notes, analyses, compilations, studies, summaries, and other material
prepared by or for the Employer Group containing or based, in whole or in part,
on any information included in the foregoing.
"Effective Date" - March 1, 2004.
"Employer Group" - Employer and the Insurance Subsidiaries.
"Employment Period" - the actual term of Employee's employment
by Employer.
"Insurance Subsidiaries" - Citizens Security Life Insurance
Company, United Liberty Life Insurance Company and Citizens
Insurance Company.
"person" - any individual, corporation (including any non-
profit corporation), general or limited partnership, limited
liability company, joint venture, estate, trust, association,
organization, or governmental body.
"Post-Employment Period" - as defined in Section 7.2.
"President of Employer" - Xxxxxxx X. Xxxxx and his successors
in office as president of Employer.
"Proprietary Items" - as defined in Section 6.2.
"Salary" - as defined in Section 3.1.
2. EMPLOYMENT TERMS AND DUTIES
2.1 Employment. Employer hereby employs Employee, and
Employee hereby accepts employment by Employer, upon the terms and
conditions set forth in this Agreement.
2.2 Term. The term of Employee's employment under this
Agreement will begin on the Effective Date and continue until 14
calendar days' after the date either party gives written notice of
termination. Either party may give such notice of termination at any
time for any reason whatsoever or for no reason, without liability to
the other except as expressly provided herein.
2.3 Duties. Employee will have such duties for the
Employer Group as are assigned or delegated to Employee by the
President of Employer or the Boards of Directors of the Insurance
Subsidiaries, and will initially serve as president and chief operating
officer of the Insurance Subsidiaries. Employee will devote his entire
business time, attention, skill, and energy exclusively to the
business of the Employer Group, will use his best efforts to promote
the success of the Insurance Subsidiaries' business, and will cooperate
fully with the President of Employer and the Boards of Directors of the
Insurance Subsidiaries in the advancement of the best interests of the
Employer Group. Nothing in this Section 2.3, however, will prevent
Employee from engaging in additional activities in connection with
personal investments and community affairs that are not inconsistent
with Employee's duties under this Agreement.
2.4 Place of Performance. Employee will maintain his
primary office at Employer's executive offices in Louisville, Kentucky
but may also maintain a support office at no expense to Employer in
Birmingham, Alabama. Employee will spend at least 60% of his time in
the Louisville office, which for this purpose shall include travel to
and from the Louisville office.
3. COMPENSATION
3.1 Salary. Employee will be paid a weekly salary of
$4,800 (the "Salary"), which will be payable bi-weekly net of tax
withholding according to applicable law and Employer's customary
payroll practices. Employee shall not be entitled to vacation or leave
pay but shall be entitled to holiday pay in accordance with Employer's
customary payroll practices.
3.2 Benefits. Employee will, during the Employment
Period, be permitted to participate in all such life insurance,
hospitalization, major medical and dental plans of Employer that may be
in effect from time to time, on the same terms and conditions under
which senior executives of Employer are eligible under the terms of
those plans (collectively, the "Benefits").
3.3 Termination Pay. Effective upon the termination of
this Agreement, Employer will be obligated to pay Employee (or, in the
event of his death, his wife) only such Salary and Benefits as have
accrued through the date of such termination.
4. FACILITIES AND EXPENSES
Employer will furnish Employee suitable office space, equipment,
supplies and such other facilities and personnel (including an assigned
administrative assistant) in Louisville for the performance of Employee's duties
under this Agreement. Employer will also furnish Employee the use of a suitable
automobile for use in Louisville, plus reimbursement for fuel and maintenance
costs. Employer will pay on behalf of Employee (or reimburse Employee for)
actual and reasonable expenses incurred by Employee at the request of, or on
behalf of, Employer in the performance of Employee's duties pursuant to this
Agreement, and in accordance with Employer's employment policies, including the
following:
(a) charges for long distance telephone and high speed internet
access in the Birmingham office;
(b) travel expenses;
(c) round-trip airfare between Louisville and Birmingham,
Pensacola (FL) or Beaumont (TX) once per week;
(d) round-trip airfare between Louisville and Birmingham once per
month for Employee's wife;
(e) costs for rental on a monthly basis of a one-bedroom or studio
unit in an extended stay hotel in Louisville equivalent in
quality to a Residence Inn; and
(f) a meal per diem while in Louisville of $35.
Employee must file expense reports with respect to such expenses in
accordance with Employer's policies.
5. INSURANCE.
Employee will be entitled to the benefit of all insurance coverages
that Employer makes available to its senior executive officers.
6. NON-DISCLOSURE COVENANT.
6.1 Acknowledgments by Employee. Employee acknowledges
that (a)~during the Employment Period and as a part of his employment,
Employee will be afforded access to Confidential Information;
(b)~public disclosure of such Confidential Information could have an
adverse effect on the Employer Group and its business and/or violate
or create liability under federal securities laws and securities
exchange regulations; and (c)~the provisions of this Section 6 are
reasonable and necessary to prevent the improper use or disclosure of
Confidential Information.
6.2 Agreements of Employee. In consideration of the
compensation and benefits to be paid or provided to Employee by
Employer under this Agreement, Employee covenants as follows:
(a) During and following the Employment Period,
Employee will hold in confidence the Confidential Information
and will not disclose it to any person except with the
specific prior written consent of Employer or except as
otherwise expressly permitted by the terms of this Agreement.
(b) Any trade secrets of the Employer Group will
be entitled to all of the protections and benefits under the
Uniform Trade Secrets Act (KRS 365.880-.900) and any other
applicable law. If any information that Employer deems to
be a trade secret is found by a court of competent
jurisdiction not to be a trade secret for purposes of this
Agreement, such information will, nevertheless, be considered
Confidential Information for purposes of this Agreement.
Employee hereby waives any requirement that Employer submit
proof of the economic value of any trade secret or post a bond
or other security.
(c) None of the foregoing obligations and
restrictions applies to any part of the Confidential
Information that Employee demonstrates was or became generally
available to the public other than as a result of a disclosure
by Employee.
(d) Employee will not remove from the Employer
Group's premises (except to the extent such removal is for
purposes of the performance of Employee's duties at home or
while traveling, or except as otherwise specifically
authorized by the President of Employer) any document, record,
or computer software or code, whether embodied in a disk or
in any other form (collectively, the "Proprietary Items").
Employee recognizes that, as between Employer and Employee,
all of the Proprietary Items, whether or not developed by
Employee, are the exclusive property of Employer. Upon
termination of this Agreement by either party, or upon the
request of Employer during the Employment Period, Employee
will return to Employer all of the Proprietary Items in
Employee's possession or subject to Employee's control, and
Employee shall not retain any copies or other physical
embodiment of any of the Proprietary Items.
(e) During the Employment Period, neither
Employee nor any member of his family who resides with him
shall buy, sell or beneficially own, directly or indirectly,
any shares of Employer's stock.
6.3 Disputes or Controversies. Employee recognizes that
should a dispute or controversy arising from or relating to this
Agreement be submitted for adjudication to any court, arbitration
panel, or other third party, the preservation of the secrecy of
Confidential Information may be jeopardized. All pleadings,
documents, testimony, and records relating to any such adjudication
will be maintained in secrecy and will be available for inspection by
Employer, Employee, and their respective attorneys and experts, who
will agree, in advance and in writing, to receive and maintain all such
information in secrecy, except as may be limited by them in writing.
7. NON-COMPETITION, NON-SOLICITATION AND NON-INTERFERENCE
7.1 Acknowledgments by Employee. Employee acknowledges
that: (a)~the services to be performed by him under this Agreement are
of a special, unique, unusual, extraordinary, and intellectual
character; and (b)~the provisions of this Section 7 are reasonable and
necessary to protect the Employer Group's business.
7.2 Covenants of Employee. In consideration of the
acknowledgments by Employee, and in consideration of the compensation
and benefits to be paid or provided to Employee by Employer, Employee
covenants that he will not, directly or indirectly:
(a) during the Employment Period, except in the
course of his employment hereunder, engage or invest in, own,
manage, operate, finance, control, or participate in the
ownership, management, operation, financing, or control of, be
employed by, associated with, or in any manner connected with,
lend Employee's name or any similar name to, lend Employee's
credit to or render services or advice to, any business whose
products or activities compete in whole or in part with the
products or activities of the Employer Group anywhere;
provided, however, that Employee may purchase or otherwise
acquire up to (but not more than) one percent of any class of
securities of any enterprise (but without otherwise
participating in the activities of such enterprise) if such
securities are listed on any securities exchange or have been
registered under Section 12(g) of the Securities Exchange Act
of 1934;
(b) whether for Employee's own account or for
the account of any other person, at any time during the
Employment Period, solicit business of the same or similar
type being carried on by the Employer Group, from any person
known by Employee to be a customer of the Employer Group,
whether or not Employee had personal contact with such person
during and by reason of Employee's employment with the
Employer Group;
(c) whether for Employee's own account or the
account of any other person (i)`at any time during the
Employment Period and the Post-Employment Period, solicit,
employ, or otherwise engage as an employee, independent
contractor, or otherwise, any person who is or was an
employee of the Employer Group at any time during the
Employment Period or in any manner induce or attempt to induce
any employee of the Employer Group to terminate his employment
with the Employer Group; or (ii)~at any time during the
Employment Period and the Post-Employment Period, interfere
with the Employer Group's relationship with any person,
including any person who at any time during the Employment
Period was an employee, contractor, supplier, or customer of
the Employer Group; or
(d) at any time during the Employment Period and
the Post-Employment Period, disparage the Employer Group or
any of its shareholders, directors, officers, employees, or
agents.
For purposes of this Section 7.2, the term "Post-Employment
Period" means the two-year period beginning on the date of termination
of Employee's employment with Employer.
If any covenant in this Section 7.2 is held to be
unreasonable, arbitrary, or against public policy, such covenant will
be considered to be divisible with respect to scope, time, and
geographic area, and such lesser scope, time, or geographic area, or
all of them, as a court of competent jurisdiction may determine to be
reasonable, not arbitrary, and not against public policy, will be
effective, binding, and enforceable against Employee.
The period of time applicable to any covenant in this
Section 7.2 will be extended by the duration of any violation by
Employee of such covenant.
Employee will, while the covenant under this Section 7.2
is in effect, give notice to Employer, within ten days after accepting
any other employment, of the identity of Employee's employer. Employer
may notify such employer that Employee is bound by this Agreement and,
at Employer's election, furnish such employer with a copy of this
Agreement or relevant portions thereof.
8. GENERAL PROVISIONS
8.1 Injunctive Relief and Additional Remedy. Employer
will have the right, in addition to any other rights it may have, to
apply for injunctive relief to restrain any breach or threatened breach
or otherwise to specifically enforce any provision of this Agreement.
8.2 Covenants of Sections 6 and 7 are Essential and
Independent Covenants. The covenants by Employee in Sections 6 and 7
are essential elements of this Agreement, and without Employee's
agreement to comply with such covenants, Employer would not have
entered into this Agreement or employed or continued the employment
of Employee. Employer and Employee have independently consulted their
respective counsel and have been advised in all respects concerning the
reasonableness and propriety of such covenants, with specific regard to
the nature of the business conducted by the Employer Group.
Employee's covenants in Sections 6 and 7 are independent
covenants and the existence of any claim by Employee against the
Employer Group under this Agreement or otherwise will not excuse
Employee's breach of any covenant in Section 6 or 7.
This Agreement will continue in full force and effect after
termination of Employee's employment as is necessary or appropriate to
enforce the covenants and agreements of Employee in Sections 6 and 7.
8.3 Representations and Warranties by Employee. Employee
represents and warrants to Employer that the execution and delivery by
Employee of this Agreement do not, and the performance by Employee of
Employee's obligations hereunder will not, with or without the giving
of notice or the passage of time, or both: (a)~violate any judgment,
writ, injunction, or order of any court, arbitrator, or governmental
agency applicable to Employee; or (b)~conflict with, result in the
breach of any provisions of or the termination of, or constitute a
default under, any agreement to which Employee is party or by which
Employee is or may be bound.
8.4 Waiver. To the maximum extent permitted by
applicable law, (a)~no claim or right arising out of this Agreement can
be discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the
other party; (b)~no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and
(c)~no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving
such notice or demand to take further action without notice or demand
as provided in this Agreement.
8.5 Binding Effect; Delegation of Duties Prohibited.
This Agreement shall inure to the benefit of, and shall be binding
upon, the parties hereto and their respective successors, assigns,
heirs, and legal representatives, including the other members of the
Employer Group and any entity with which any member of the Employer
Group may merge or consolidate or to which all or substantially all
of its assets may be transferred. The duties and covenants of
Employee under this Agreement, being personal, may not be delegated.
8.6 Notices. All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be
deemed to have been duly given when (a)~delivered by hand (with
written confirmation of receipt), (b)~sent by facsimile (with written
confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c)~when received by the
addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses
and facsimile numbers set forth below (or to such other addresses and
facsimile numbers as a party may designate by notice to the other
parties):
If to Employer: Citizens Financial Corporation
X.X. Xxx 000000
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: President
Facsimile No.: 502/212-2671
If to Employee: Xxxxx X. Xxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 000000
8.7 Entire Agreement; Amendments. This Agreement contains
the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject
matter hereof. This Agreement may not be amended orally, but only
by an agreement in writing signed by the parties hereto.
8.8 Governing Law. This Agreement will be governed by
the laws of the State of Kentucky without regard to conflicts of laws
principles.
8.9 Jurisdiction. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this
Agreement may be brought against either of the parties in the courts
of the State of Kentucky, County of Jefferson, or, if it has or can
acquire jurisdiction, in the United States District Court for the
Western District of Kentucky, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts)
in any such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred to in the
preceding sentence may be served on either party anywhere in the world.
8.10 Section Headings, Construction. The headings of
Sections in this Agreement are provided for convenience only and will
not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections
of this Agreement unless otherwise specified. All words used in this
Agreement will be construed to be of such gender or number as the
circumstances require. Unless otherwise expressly provided, the word
"including" does not limit the preceding words or terms.
8.11 Severability. If any provision of this Agreement is
held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement will remain in full force and
effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
8.12 Counterparts. This Agreement may be executed in one
or more counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date above first written above.
CITIZENS FINANCIAL CORPORATION
By:_______________________________________
Xxxxxxx X. Xxxxx, President
_______________________________________
XXXXX X. XXXXX
