EMPLOYMENT AGREEMENT
Exhibit
10.1 Employment Agreement of Xxxxx Xxxxxx dated April 15, 2010
This EMPLOYMENT AGREEMENT
("Agreement") made and effective as of the 15th day of April, 2010, by and
between CITIZENS FIRST CORPORATION, a Kentucky corporation ("Employer"), and
XXXXX XXXXXX, an individual ("Xxxxxx").
WHEREAS, the parties desire to enter
into this Employment Agreement which shall supersede any prior Employment
Agreement in its entirety.
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 Executive Vice President and
Chief Financial Officer of Employer and of the Bank. Such positions are
hereinafter collectively referred to as the "Position."
2. Term of
Employment.
This Employment Agreement shall
commence on and be effective as of the 15th day of April, 2010 (the
"Commencement Date"), and continue through the 15th day of April, 2013, subject
to renewal and to termination in accordance with the terms of this Employment
Agreement. This Employment Agreement shall automatically renew at the
end of the initial term and each subsequent term thereafter for a one year
period, unless either Employer or Xxxxxx shall elect to terminate this
Employment Agreement by written notice to the other party hereto at least sixty
(60) days prior to the end of the respective term. 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.
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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 the Bank, 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 his 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 and the Bank. Xxxxxx shall not,
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 shall have, exercise and carry
out the authorities, powers, duties and responsibilities conferred upon persons
occupying his position set forth herein consistent with the Bylaws and other
directives and any amendments thereto as they may occur from time to
time. Xxxxxx shall observe such directions and restrictions as the
Board of Directors of Employer and any Supervisor, consistent with the Board of
Directors and restrictions, may have conferred or imposed upon him. In the
absence of specific directions, Xxxxxx shall have the following duties,
responsibilities and authorities with respect to Employer and the
Bank:
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A. He
shall discharge all duties customarily discharged by the Executive Vice
President and Chief Financial Officer and shall have powers and authorities
customarily conferred upon an individual holding such position and/or office,
subject to the policies and directions from time to time adopted or given by its
Board of Directors and/or his superiors consistent with the policies and
directions associated with the Board of Directors and the Employer.
5. Compensation.
Xxxxxx'x salary shall be $152,500.00
annually and shall be paid in equal installments. The Compensation Committee of
the Employer's Board of Directors and Xxxxxx may mutually agree to further
adjust the salary of Xxxxxx during the Term of this Employment Agreement. Any
such additional adjustment of salary made during the Term of this Employment
Agreement shall be in the form of a duly adopted resolution of the Compensation
Committee of the Board of Directors. Any purported Employment
Agreement for additional compensation or for an adjustment in compensation which
is not so evidenced by a written resolution of Employer's Compensation Committee
shall not be enforceable, and shall be of no force or effect
whatsoever.
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 on
a monthly basis 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 and Sick
Leave.
Xxxxxx shall be entitled to four (4)
weeks of vacation annually. Xxxxxx shall be responsible for arranging to have
other officers of Employer discharge his duties and responsibilities during any
vacation period. Vacation shall be taken only at those times during which such
vacation
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will be
calculated to cause a minimum of disruption in the business of Employer. At
least five (5) days of vacation must be taken consecutively each year. Unused
vacation time shall not accrue from year to year.
Xxxxxx shall additionally be entitled
to seven (7) 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 his duties in the Position and shall not be utilized as additional
vacation time. Sick leave may be carried over from year to year, but Xxxxxx
agrees that he will not be compensated for any unused sick leave upon
termination of this Employment Agreement.
8. Employee
Benefits.
Xxxxxx shall be entitled to participate
in all employee benefit programs as are 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 Employer;
9. Annual
Evaluation.
At least annually, Xxxxxx shall receive
an evaluation measured by the Chief Executive Officer and/or as directed by the
Board of Directors, its adopted policies, and measured against specific goals
and objectives as established by the Employer and Chief Executive Officer
consistent with the employer’s directives.
10. Termination.
Xxxxxx may terminate his employment in
the Position, and this Employment
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Agreement,
at any time during the Term, provided that he shall give to the Employer's Board
of Directors at least sixty (60) days prior written notice of such termination;
provided that Employer may, in its discretion, elect to accelerate the effective
date of any resignation, and the effective date of the termination of this
Employment Agreement, upon receipt of any such notice of termination. If Xxxxxx
voluntarily terminates 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.
The Employer's Board of Directors may
terminate Xxxxxx'x employment in writing for cause during the Term. If Xxxxxx'x
employment is terminated for 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 "for 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. If 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,” as hereinafter defined in this Employment
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Agreement;
X. Xxxxxx
is convicted of a felony, or of a substantial misdemeanor involving moral
turpitude;
H. For
any reason, Employer or the Bank is unable to procure upon Xxxxxx a substantial
fidelity bond, or a bonding company refuses to issue a bond to Employer or the
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, or
J. The
issuance by any state or federal regulatory agency of a request or demand for
removal of Xxxxxx from employment with the Employer or the Bank or from any
office which Xxxxxx then holds with Employer or the Bank. The termination of this Employment
Agreement for any reason shall operate as Xxxxxx'x automatic resignation from
all positions associated with the Employer and the Bank and any affiliate of the
Employer or the Bank.
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
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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. 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.
13. Duties Upon
Termination.
Upon the termination of Xxxxxx'x
employment hereunder for any reason whatsoever (including but not limited to the
failure of the parties to renew this Employment Agreement pursuant to Section 2
hereof), Xxxxxx shall promptly return to Employer any property of Employer or
its subsidiaries then in Xxxxxx'x possession or control, including without
limitation, any technical data, performance information and reports, sales or
marketing plans, documents or other records, computer programs, discs and any
other physical representations of any other information relating to Employer or
its subsidiaries. Xxxxxx hereby acknowledges that any and all of such documents,
items, and information are and shall remain at all times the exclusive property
of Employer.
14. 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's Board of Directors of all
business transactions arising out of or connected with Employer and its
business. Xxxxxx shall keep Employer's Board of Directors 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
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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.
15. Nonassignability.
Neither this Employment 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.
16. 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. Upon such a consolidation, merger or transfer of assets,
the successor to Employer or to all or substantially all of Employer's business
and/or assets shall be obligated to assume the obligations of Employer under
this Employment Agreement and the term "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.
17. 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.
18. Amendment of Employment
Agreement.
This Employment Agreement may not be
amended or modified
except by
an instrument in writing signed by the parties hereto.
19. 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
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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.
20. 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.
21. 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 or the Bank, 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 the Bank, 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 preserve and protect its proprietary rights
and unique, confidential and special information and goodwill, and
the
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confidential
nature of its business and of the affairs of its and the Bank's 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.
22. Covenant Not to
Compete.
Should this Employment Agreement be
terminated for any reason by Xxxxxx during the Term, Xxxxxx covenants and agrees
that he will not, for a period of six (6) months following the date of
termination of the Employment Agreement:
A. 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 Barren, Hart, Simpson, and
Xxxxxx Counties in Kentucky and all other counties adjoining Xxxxxx County,
Kentucky;
B. offer
employment to, hire, solicit, divert or appropriate to himself or any other
person, any business or services of any person who was an employee or an agent
of Employer or the Bank at any time during the last twelve (12) months of
Xxxxxx'x employment hereunder; or
C. contact
or communicate by any means either for himself or on behalf of any other person,
any existing or prospective customer of Employer or the Bank on the date of
Xxxxxx'x termination for the purpose of soliciting, offering or doing any type
of business or services similar in nature to the business of Employer or the
Bank. Xxxxxx acknowledges that his breach of any
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covenant
contained in this Section 22 will result in irreparable injury to Employer and
its subsidiaries and that the remedy at law of such parties for such a breach
will be inadequate. Accordingly, Xxxxxx agrees and consents that Employer and
its subsidiaries shall be entitled to seek both preliminary and permanent
injunctions to prevent and/or halt a breach or threatened breach by Xxxxxx of
any covenant contained in this Section 22. If any provision of this
Section 22 is invalid in part or in whole, it shall be deemed to have been
amended, whether as to time, area covered or otherwise, as and to the extent
required for its validity under applicable law and, as so amended, shall be
enforceable.
23. Withholding.
Employer shall have the right to
withhold from the compensation payable to Xxxxxx hereunder any amounts required
by law to be withheld.
24. Entire Employment
Agreement.
This Employment Agreement contains the
entire Employment Agreement between the parties with respect to Xxxxxx'x
employment by Employer and the Bank. 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.
25. Governing Law.
This
Employment Agreement is executed and delivered in, and shall be governed by,
enforced and interpreted in accordance with the laws of, the Commonwealth of
Kentucky.
IN WITNESS WHEREOF, the parties hereto
have executed this Employment Agreement as of the day and year first above
written.
/s/Xxxxx Xxxxxx
________________________________
XXXXX XXXXXX
CITIZENS FIRST
CORPORATION
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BY:/s/ Xxxx
Xxxxxx
TITLE: President and Chief Executive
Officer
