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EXHIBIT 10.1 Employment Agreement between Xxxxx Xxxxxx and Citizens
First Corporation
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, made and entered into as of this 24th day of
October 2005, by and between CITIZENS FIRST CORPORATION, a Kentucky corporation
("Employer"), and XXXXX 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 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,
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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 him. In
the absence of specific directions, Xxxxxx shall have the duties,
responsibilities and authorities with respect to Employer as set forth in the
separate written job description for his position.
5. COMPENSATION. Xxxxxx'x salary shall be $120,000.00 per year which
may in the Employer's sole discretion be adjusted in writing by the President
and Chief Executive Officer at the commencement of each calendar year that the
Employment Agreement 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
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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 four 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.
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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.
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 60 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 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;
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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 uponrcum 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 professional misconduct or of a breach
of this Employment Agreement that renders his service unacceptable.
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
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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
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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,
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. Upon termination of employment, whether voluntary
or involuntary, Xxxxxx shall immediately return to Employer written materials or
other tangible items obtained from Employer.
20. COVENANT NOT TO COMPETE. During the term of Xxxxxx'x employment and
for a period of twelve (12) months after the date of termination of his
employment regardless of how or when the employment terminates, Xxxxxx shall not
directly or indirectly, on his own behalf or as a partner, member, officer,
director, employee, agent, consultant, member of the board of directors or board
of trustees of any person, firm, corporation, association, entity or otherwise,
engage in the banking business in
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Xxxxxx County, Kentucky, or in any of the counties adjoining Xxxxxx County,
Kentucky (collectively, the "Area"). Xxxxxx shall further, during such twelve
(12) month period, not contact any person who is or has been at any time a
banking customer of Employer or solicit or attempt to solicit their banking
business, or directly or indirectly induce or attempt to induce any employee or
agent of Employer to quit or abandon that party's employment or agency
relationship with Employer.
Xxxxxx warrants, represents and agrees that in the event of the
termination of his employment with Employer, Xxxxxx'x experience and
capabilities are such that he can obtain employment or be self-employed in
businesses providing banking services outside the Area, as well as businesses of
a different nature both within and outside the Area. Xxxxxx further warrants,
represents and agrees that the enforcement of Employer's remedy by way of an
injunction or restraining order for a breach of the foregoing provisions of this
Paragraph 20 will not prevent Xxxxxx from earning a livelihood. Xxxxxx
understands that the provisions of this Paragraph 20 shall be strictly enforced
against him.
21. REMEDIES. All terms of Paragraphs 19 and 20 shall remain in full
force and effect after the termination of Xxxxxx'x employment and of this
Agreement. Xxxxxx agrees that a violation by Xxxxxx of the terms of Paragraphs
19 and 20 would result in irreparable and continuing injury to Employer, for
which there would be no adequate remedy at law. Therefore, in the event Xxxxxx
shall fail to comply with the provisions of Paragraphs 19 or 20, Employer shall
be entitled to such injunctive and other relief as may be necessary or
appropriate to cause Xxxxxx to
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comply with the provisions of Paragraphs 19 or 20, 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. 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: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President and Chief Executive Officer
/s/ Xxxxx Xxxxxx
XXXXX XXXXXX
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