EXHIBIT 10.15--Employment Agreement between Citizens First Corporation and
Xxxx Xxxxxx
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, made and entered into as of this___ day of
October, 1999, by and between CITIZENS FIRST CORPORATION, a Kentucky corporation
("Employer"), and XXXXXXX XXXX XXXXXX, an individual ("Xxxxxx").
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 Trust/InvestmentOfficer of Citizens First
Bank (hereinafter "the Position").
2. Term of Employment. This Employment Agreement and Xxxxxx'x employment
hereunder shall commence on and be effective as of October 18, 1999 (the
"Commencement Date"), and continue through October 17, 2002 subject to renewal
and to termination in accordance with the terms of this Employment Agreement. On
October 18, 2002, 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 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. Xxxxxx'x
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 Xxxxxx'x rights to compensation and fringe benefits
shall terminate at the end of the Term. 3. Responsibilities in Position. During
the Term, 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, during the Term, 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. In the position, Xxxxxx shall have the
day-to-day responsibility for marketing and managing the trust and investment
relationships on behalf of Citizens First Bank. Xxxxxx shall additionally
observe such directions and restrictions as the Employer may from time to time
confer or impose upon him. Xxxxxx shall report directly to the Employer's
President and Chief Executive Officer.
5. Beginning with the Commencement Date and for the first six months
thereafter, Employer shall pay Xxxxxx a salary of $2,500.00 per bi-weekly pay
period. During the second six months of employment, Employer shall pay Xxxxxx a
salary of $1,250.00 per bi-weekly pay period. During the first year of
employment, Xxxxxx will additionally be entitled to receive 12.5% of the fee
income generated and received by Citizens First Bank from the referral of
customers to Kentucky Trust Company and Xxxx Investment Advisors, Inc. This
commission income will be paid to Xxxxxx quarterly beginning with the second six
months of employment.
After the first year of employment, and in lieu of salary, Xxxxxx will
receive on a quarterly basis 50% of the fee income generated and received by
Citizens First Bank from the referral of customers to Kentucky Trust Company and
Xxxx Investment Advisors, Inc. As part of this compensation system, Employer
agrees to advance Xxxxxx $1,000.00 on the first pay day of each month. Said
advances will then be deducted in full each quarter from Xxxxxx'x commission
income. Should Xxxxxx'x commission income in any quarter fail to equal or exceed
said advances for the quarter, Xxxxxx agrees to reimburse Employer for that
amount which cannot be deducted from his commission income.
Throughout his employment, Xxxxxx will additionally receive on a
quarterly basis 1 1/2% of the income generated and received by Citizens First
Bank from any loan referred by Xxxxxx to Employer for the first twelve months
the loan is on Employer's books.
6. Reimbursement. Employer will pay Xxxxxx'x travel mileage at a rate
of $.31 per mile and a room and board per diem of $75.00 per day during the time
that Xxxxxx is receiving approved out-of-town training from Kentucky Trust
Company and Xxxx Investment Advisors, Inc.
Employer will additionally 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. During the first year of employment, Xxxxxx shall be
entitled to twelve days of paid vacation. Because of the compensation structure,
vacation taken after the first year of employment shall be unpaid.
8. Employee Benefits. Xxxxxx shall be entitled to participate in the
group health insurance plan offered by the Employer and to participate in such
additional employee benefits as are conferred by Employer, from time to time,
upon its executive officers, including the following:
A. 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;
B. The right to participate in any life insurance plan,
short-term disability plan, or long-term disability plan established by
Employer.
C. The right to participate in any bonus plan or stock option
plan established by Employer in its sole discretion.
9. Evaluation and Review of Employment Agreement. At six month
intervals, Employer shall complete an evaluation of Xxxxxx'x performance as
measured against specific goals and objectives as established by Employer.
10. Termination. Xxxxxx'x employment under the terms of this Employment
Agreement may be terminated by Employer at any time during the Term, if Employer
reasonably, properly, and in good faith determines that any of the following
causes for terminating Xxxxxx'x employment exist:
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 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
Citizens First Bank is unable to procure upon Xxxxxx a
substantial fidelity bond, or a bonding company refuses to
issue a bond to Employer or
Citizens First Bank 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.
If Employer reasonably, properly, and in good faith determines that any
one or more of the above causes for terminating Xxxxxx'x employment exists, then
Employer may, by giving Xxxxxx 60 days written notice of its intention to
terminate Xxxxxx'x employment, terminate this Employment Agreement, the Term,
and Xxxxxx'x 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 his compensation and fringe benefits for such period, Employer may,
if it, in its discretion deems it prudent to do so, terminate Xxxxxx'x
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.
11. Termination Otherwise. The above provisions of this Employment
Agreement to the contrary notwithstanding, Xxxxxx'x employment may be
terminated, upon delivery to Xxxxxx of 60 days notice of termination, at any
time during the Term, for any reason whatsoever, with or without cause, if
Employer determines 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 Xxxxxx'x employment at any time of its choosing, and
for any reasons which are satisfactory to it. If notice is delivered pursuant to
this Paragraph 11 that Xxxxxx'x employment is terminated, then Xxxxxx shall be
entitled to receive all compensation and fringe benefits to which he 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, Xxxxxx'x 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 $4,063.00 per month or the continuation of
commission income at the rate specified in Paragraph 5 of this Agreement which
is thereafter received by Citizens First Bank as a result of Xxxxxx'x efforts
prior to Xxxxxx'x termination, whichever is greater on a monthly basis, for a
period equal to the number of months of Xxxxxx'x 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 11, the Term shall begin anew
on each occasion that this Employment Agreement is renewed.
12. Voluntary Termination. Xxxxxx may terminate his employment in the
Position, and this Employment Agreement, at any time during the Term, provided
that he shall give to the Employer 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 his 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.
13. Death of Xxxxxx. Xxxxxx'x death shall terminate the Term and
Xxxxxx'x employment and shall terminate all of Xxxxxx'x rights to all salary,
compensation and fringe benefits effective as of the date of such death.
14. 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," as defined in this Paragraph
14, then his employment and all rights to compensation and fringe benefits shall
terminate effective as of the date of such disability determination.
15. 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.
16. 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.
17. 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.
18. 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.
19. Amendment of Agreement. This Employment Agreement may not be
amended or modified except by an instrument in writing signed by the parties
hereto. Although Xxxxxx'x compensation may be increased, from time to time, by
Employer's Board of Directors, in order for any purported agreement to increase
Xxxxxx'x compensation to be enforceable by Xxxxxx, the provisions for increased
compensation must be set forth in a resolution of Employer's Board of Directors,
duly adopted by such Board of Directors, and properly reflected in the minutes
of such 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.
20. 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.
21. 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.
22. 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 22 shall be a substantial and material
breach of this Employment Agreement. All terms of this Paragraph 22 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 22. Xxxxxx, therefore, agrees that a violation by
Xxxxxx of the terms of this Paragraph 22 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 22, 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 22, 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.
23. Covenant Not to Compete. Should this Agreement be terminated for
any reason by Employer or Xxxxxx during the Term, Xxxxxx covenants and agrees
that he will not accept a similar position or title requiring him to perform
duties and responsibilities comparable to those described in Paragraph 4 of this
Agreement with a banking institution or 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. Xxxxxx further covenants and agrees
that should this Agreement be terminated for any reason by Employer or Xxxxxx
during the Term, Xxxxxx will not accept a position with any entity, including
but not limited to Kentucky Trust Company and Xxxx Investment Advisors, Inc.,
which is paying a fee to Citizens First Bank as a result of the referral of
trust and/or investment customers to that entity by Citizens First Bank for a
period of one year following the date of termination of the Agreement.
24. 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 the day and year first above written.
CITIZENS FIRST CORPORATION
BY:________________________________
XXXX XXXXXX, President and
Chief Executive Officer
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XXXXXXX XXXX XXXXXX
