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Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, made and entered into as of this 14th day
of September, 1998, 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 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 and Cohron's employment hereunder
shall commence on and be effective as of August 1, 1998 (the "Commencement
Date"), and continue through July 31, 2001, subject to renewal and to
termination in accordance with the terms of this Employment Agreement. On August
1, 2001, 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."
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B. The delivery of notice of intent not to renew by Employer
shall, for purpose of this Employment Agreement, be deemed to be delivery of
notice of termination of Cohron's employment without cause pursuant to
Paragraph 14.
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 the 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, during the Term, 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:
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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;
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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. For all services rendered or to be rendered by Xxxxxx
for Employer during the Term, Employer shall pay, and Xxxxxx hereby agrees to
accept, compensation as follows: Beginning with the Commencement Date, Xxxxxx
shall receive a salary at an an annualized rate of $90,000.00 per year, payable
in equal bi-weekly installments. Cohron's salary shall increase to $95,000.00
per year upon the official opening of a banking institution established by the
Employer in its capacity as a Bank Holding Company. Cohron's salary for any
calendar year after 1998 shall be at the annualized rate established by
Employer's Board of Directors at the commencement of each such year.
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.
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7. VACATION AND SICK LEAVE. Xxxxxx shall be entitled to the following
weeks of paid vacation:
August 1, 1998 - July 31, 1999 3 weeks
August 1, 1999 - July 31, 2000 4 weeks
August 1, 2000 - July 31, 2001 5 weeks
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. HEALTH INSURANCE BENEFITS. Upon written evidence that payment has
been made by Xxxxxx, the Employer will reimburse Xxxxxx for monthly premiums
associated with a policy of single health insurance coverage until such time as
the Employer has established group health insurance for which Xxxxxx qualifies.
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10. OTHER EMPLOYEE BENEFITS. Xxxxxx shall be entitled to such
additional employee benefits as are not herein specifically described as are
conferred by Employer, from time to time, upon its other 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 the
Employer.
C. The right to participate in any bonus plan or stock option
plan established by Employer in its sole discretion.
11. ANNUAL EVALUATION. At least annually beginning in 1999, 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.
12. 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
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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 those members present and voting at any meeting
at which a quorum is present, 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;
X. Xxxxxx is convicted of a felony, or of a substantial
misdemeanor involving moral turpitude;
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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 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
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dealing with termination pay), Xxxxxx shall not be entitled to any further
compensation of any kind or nature whatsoever following such termination.
13. TERMINATION FOR FAILURE OF PURPOSE. The above provisions of this
Employment Agreement to the contrary notwithstanding, Cohron's employment will
automatically terminate on any such date that the Board of Directors of
Employer, in its capacity as a Bank Holding Company, determines that it cannot
successfully establish or operate a banking institution. Cohron's rights to all
salary, compensation and fringe benefits shall terminate effective as of the
date such determination is made; provided, however, that Xxxxxx shall be
entitled to receive payment for any accrued vacation.
14. TERMINATION OTHERWISE. The above provisions of this Employment
Agreement to the contrary notwithstanding, 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 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 14 that Cohron's employment is
terminated, or Employer timely delivers notice to Xxxxxx that it does not intend
to renew this Agreement pursuant to Paragraph 2 above, 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.
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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 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 14, the Term
shall begin anew on each occasion that this Employment Agreement is renewed.
15. 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.
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16. 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.
17. 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 17, then her employment and all rights to compensation and fringe
benefits shall terminate effective as of the date of such disability
determination.
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18. 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.
19. 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.
20. 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
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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.
21. 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.
22. AMENDMENT OF AGREEMENT. This Employment Agreement may not be
amended or modified except by an instrument in writing signed by the parties
hereto. Although Cohron's compensation may be increased, from time to time, by
Employer's Board of Directors, in order for any purported agreement to increase
Cohron's 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.
23. 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.
24. 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.
25. 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 25 shall be a substantial and material
breach of this Employment Agreement. All terms of this Paragraph 25 shall remain
in full force and effect after the termination of Cohron's employment and of
this Employment Agreement. Xxxxxx acknowledges that it is
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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 25. Xxxxxx, therefore, agrees
that a violation by Xxxxxx of the terms of this Paragraph 25 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 25, 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 25, 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.
26. 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 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.
27. ENTIRE AGREEMENT. This Employment Agreement contains the entire
agreement between the parties with respect to Cohron's employment by Employer.
Each of
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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: /s/ XXXXX X. XXXXX
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XXXXX X. XXXXX
/s/ XXXX XXXXXX
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XXXX XXXXXX
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