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EXHIBIT 10.2 Employment Agreement dated March 14, between Citizens First
Corporation and Xxxx X. Xxxxxx
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 X. XXXXXX, an individual ("Xxxxxx").
WHEREAS, the parties hereto entered into that certain Employment Agreement
dated April 27, 2000; and
WHEREAS, the parties desire to enter into a new Employment Agreement
which shall supercede the previous Employment Agreement.
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 Chief Financial Officer
(hereinafter "Position") of Employer and of any banking institution established
by the Employer in its capacity as a Bank Holding Company.
2. NATURE OF EMPLOYMENT. The parties hereto agree that employment with
the Employer is voluntary and is not guaranteed for any length of time. Xxxxxx
is free to resign at any time, with or without cause, and Employer may terminate
Xxxxxx'x employment at any time, with or without cause.
3. RESPONSIBILITIES IN POSITION. During his employment, 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 Employer, Xxxxxx shall devote
substantially all of his business, time, attention, skill and efforts to the
faithful performance of his duties hereunder and in the Position, and shall use
his best efforts, skill and experience to promote the business, interests and
welfare of Employer. Xxxxxx shall not, without the consent 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 he 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 Employer may from time to time confer or impose upon
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him. In the absence of specific directions, Xxxxxx shall have the following
duties, responsibilities and authorities with respect to Employer:
1. Xxxxxx shall have the day-to-day responsibility for the following
operations of the Employer or of any banking institution established by the
Employer in its capacity as a Bank Holding Company subject to the direction of
the Employer's President and Chief Executive Officer:
A. Manage the accounting function including but not limited
to:
(1) Maintain the general ledgers, and ensure that the
balances represented in the general ledger
accounts are properly supported by subsidiary
ledgers and other appropriate documentation.
(2) Direct the preparation of accurate and timely
financial reports on the results of
operations.
(3) Prepare all required filings for regulators
(call reports, 10-Q's if required, etc.).
(4) Prepare reports for management, the Board of
Directors, and shareholders (quarterly
reports, annual financial reports, etc.).
(5) Develop financial policies and procedures as
needed.
B. Maintain the investments portfolio in accordance with
business needs; develop policies and procedures as needed.
C. Ensure that appropriate audit coverage is provided, that
the results of audits are reported to the Board, and that the
audit efforts of the external auditors are coordinated with
internal efforts to ensure efficient and effective coverage.
D. Provide loan review analysis of outstanding credits and
provide an analysis of the adequacy of the allowance for loan losses.
E. Provide loan review analysis for credits issued.
F. Provide payroll services and file all necessary withholding
remittances and informational returns.
G. Maintain the fixed assets subsidiary ledgers.
H. Maintain the accounts payable subsidiary system.
I. Maintain the wire transfer function.
J. Responsible for asset/liability management.
5. COMPENSATION. Xxxxxx'x salary shall be at the annualized rate
established in writing by the President and Chief Executive Officer at the
commencement of each calendar year that the Employment Agreement
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is in effect. Any purported agreement for additional compensation or for an
adjustment in compensation which is not evidenced in writing shall not be
enforceable, and shall be of no force or effect whatsoever. Xxxxxx'x salary, as
established by the President and Chief Executive Officer, shall be paid in equal
bi-weekly installments.
6. REIMBURSEMENT. Employer will reimburse Xxxxxx for all reasonable and
necessary expenses incurred by him in carrying out his duties under this
Employment Agreement; provided that such expenses shall be incurred by him only
pursuant to the policies and procedures of Employer, from time to time in
effect, and that all such expenses must be reasonable and necessary expenses
incurred by him solely for the purpose of carrying out his 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.
Any such itemized account shall be subject to approval by Employer.
7. VACATION. Xxxxxx shall be entitled to five weeks of paid vacation
annually which may be adjusted by the President and Chief Executive Officer,
provided the adjustment is evidenced in writing. Vacation shall be taken only at
those times that have been approved in advance by Employer. At least five days
of vacation must be taken consecutively each year. Unused vacation time shall
not accrue from year-to-year.
8. 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 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.
9. ANNUAL EVALUATION. At least annually, the Employer shall complete an
evaluation of Xxxxxx'x performance as measured against specific goals and
objectives as established by Employer.
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10. TERMINATION. Xxxxxx'x employment may be terminated for any reason
whatsoever, with or without cause, if Employer determines in its sole discretion
that such employment should be terminated. If Xxxxxx'x employment is terminated
without cause, Xxxxxx shall be entitled to receive as severance an amount equal
to the value of his compensation, at the annual rate then in effect, for a
period of 90 days following written notice of his termination. If Xxxxxx'x
employment is terminated with cause, Xxxxxx shall not be entitled to any further
compensation of any kind or nature whatsoever following written notice of such
termination.
For purposes of this Paragraph, termination "with cause" means that the
Employer has determined in good faith that Xxxxxx has engaged in the following
conduct:
X. Xxxxxx has appropriated to his personal use funds, rights
or property of Employer or of any of the customers of Employer;
X. Xxxxxx has misrepresented or engaged in any other act of
substantial dishonesty in the performance of his duties or responsibilities;
X. Xxxxxx has, in any substantial respects, failed to
discharge his duties and responsibilities in the Position, and fails or refuses
to correct such failings within thirty (30) days of receipt of written notice to
him from the Employer of the failings, which such notice shall specifically
describe Xxxxxx'x 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;
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 bond to 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 his service entirely
unacceptable.
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11. 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 Xxxxxx'x
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 Xxxxxx'x person, or a conservator or curator is appointed for
Xxxxxx'x estate, or he 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," then his employment and all
rights to compensation and fringe benefits shall terminate effective as of the
date of such disability determination.
12. FAITHFULNESS. Xxxxxx shall diligently employ himself 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 Employer of all business transactions arising
out of or connected with Employer and its business, and shall not, without first
obtaining the consent of Employer, employ either his interest in Employer, or
his interests in this Employment Agreement or the capital or credit of Employer
for any purposes other than those of Employer. Xxxxxx shall keep Employer fully
informed of all work for and transactions on behalf of Employer. He 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.
13. NONASSIGNABILITY. Neither this Agreement, nor any rights or
interests hereunder, shall be assignable by Employer, or by Xxxxxx, his
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 him.
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14. CONSOLIDATION. MERGER OR SALE OF ASSETS. 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.
15. 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 his heirs, executors, administrators and personal representatives.
16. AMENDMENT OF AGREEMENT. This Employment Agreement may not be
amended or modified except by an instrument in writing signed by the parties
hereto.
17. 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 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.
18. 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.
19. 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,
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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 shall be a substantial and material breach
of this Employment Agreement. All terms of this Paragraph shall remain in full
force and effect after the termination of Xxxxxx'x 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. Xxxxxx, therefore, agrees that a violation by
Xxxxxx of the terms of this Paragraph 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, 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, 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.
20. ENTIRE AGREEMENT. This Employment Agreement contains the entire
agreement between the parties with respect to Xxxxxx'x 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/Xxxx Cohron__________________________________
XXXX XXXXXX, President and
Chief Executive Officer
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
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