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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) 3/14/2005
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CITIZENS FIRST CORPORATION
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(Exact name of registrant as specified in its charter)
Kentucky 333-67435 61-0912615
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1805 Campbell Lane, Bowling Green, Kentucky 42104
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (270) 393-0700
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Citizens First Corporation (the "Company") has entered into an
Employment Agreement dated March 14, 2005, effective as of January 1, 2005, with
Mary A. Cohron to have Ms. Cohron continue to serve as President and Chief
Executive Officer. The employment agreement supercedes in its entirety that
certain Employment Agreement dated September 14, 1998 between the Company and
Ms. Cohron. The Company also entered into an Employment Agreement with each of
Bill D. Wright, M. Todd Kanipe and Kim M. Thomas, each dated as of March 14,
2005, effective as of January 1, 2005. The Employment Agreement between the
Company and Mr. Wright supercedes in its entire that certain Employment
Agreement dated April 27, 2000 between the Company and Mr. Wright. The
Employment Agreement between the Company and Mr. Kanipe supercedes in its
entirety that certain Employment Agreement dated October 18, 1999 between the
Company and Mr. Kanipe. The following summary describes certain material
provisions of the employment agreements.
Ms. Cohron's employment agreement is for a term of three years and will
be automatically renewed for a new three year term unless either party gives
notice to the other of its intent not to renew. The agreement provides for
payment to Ms. Cohron of an annual salary to be established by the board of
directors at the commencement of each year. For the 2005 calendar year, Ms.
Cohron's salary has been set at $154,500. The agreement may be terminated by the
Company upon 60 days notice for cause (as defined in the agreement) and without
cause. In the event the agreement is terminated without cause, the Company will
be obligated to pay Ms. Cohron the value of accrued fringe benefits through the
date of termination and compensation equal to 12 months' salary. Ms. Cohron may
voluntarily terminate her employment upon 60 days notice. In the event of Ms.
Cohron's termination of employment prior to the natural expiration of the
agreement, Ms. Cohron will be prohibited for one year from rendering any
services to any banking institution in Warren County and any contiguous county.
Mr. Wright's employment agreement provides for Mr. Wright's employment
by the Company us as Chief Financial Officer. The agreement provides for the
payment to Mr. Wright of an annual salary to be established by the President at
the commencement of each year. For the 2005 calendar year, Mr. Wright's
salary has been set at $123,600. The employment agreement may be terminated
by the Company for cause (as defined in the agreement) and without cause. In the
event the agreement is terminated without cause, the Company will be obligated
to pay Mr. Wright the value of accrued fringe benefits through the date of
termination and compensation equal to 90 days' salary.
Mr. Kanipe's employment agreement provides for Mr. Kanipe's employment
by the Company as Chief Credit Officer. The agreement provides for the payment
to Mr. Kanipe of an annual salary to be established by the President at the
commencement of each year. For the 2005 calendar year, Mr. Kanipe's salary
has been set at $123,600. The employment agreement may be terminated by the
Company for cause (as defined in the agreement) and without cause. In the event
the agreement is terminated without cause, the Company will be obligated to pay
Mr. Kanipe the value of accrued fringe benefits through the date of termination
and compensation equal to 90 days' salary.
Ms. Thomas' employment agreement provides for her employment by the
Company as Vice President of Marketing. The employment agreement is for a term
of three years and will be automatically renewed for a new three year term
unless either party gives notice to the other of its intent not to renew. The
agreement provides for the payment to Ms. Thomas of an annual salary to be
established by the President at the commencement of each year. For the 2005
calendar year, Ms. Thomas' salary has been set at $78,000. The employment
agreement may be terminated by the Company for cause (as defined in the
agreement) and without cause. In the event the agreement is terminated without
cause, the Company will be obligated to pay Ms. Thomas the value of accrued
fringe benefits through the date of termination and compensation equal to up to
12 months' salary based on the number of months of service by Ms. Thomas under
the term of the agreement. Ms. Thomas may voluntarily terminate her employment
upon 60 days notice. In the event of Ms. Thomas's termination of employment
prior to the natural expiration of the agreement, Ms. Thomas will be prohibited
for one year from rendering any services to any banking institution in Warren
County and any contiguous county.
The foregoing description is qualified by reference in its entirety to
the Employment Agreements, copies of which are filed herewith as Exhibits 10.1,
10.2, 10.3 and 10.4 and incorporated in this Item 1.01 by reference.
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ITEM 9.01 Financial Statements and Exhibits
(a) The following exhibits are furnished as a part of this Report:
Exhibit 10.1 Employment Agreement dated March 14, 2005 between
Citizens First Corporation and Mary Cohron and First Amendment to Employment
Agreement dated March 17, 2005
Exhibit 10.2 Employment Agreement dated March 14, 2005 between
Citizens First Corporation and Bill D. Wright
Exhibit 10.3 Employment Agreement dated March 14, 2005 between
Citizens First Corporation and Matthew Todd Kanipe
Exhibit 10.4 Employment Agreement dated March 14, 2005 between
Citizens First Corporation and Kim M. Thomas
The information in this Form 8-K and the Exhibit attached hereto
shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set forth by
specific reference in such filing.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Bill D. Wright
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By:/s/ Bill D. Wright
Bill D. Wright
Vice President and Chief Financial
Officer
(Principal Accounting Officer)
Date: March 17, 2005
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EXHIBIT LIST
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
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10.1 Employment Agreement dated March 14, 2005 between
Citizens First Corporation and Mary Cohron and
First Amendment to Employment Agreement dated
March 17, 2005 6-16
10.2 Employment Agreement dated March 14,2005 between
Citizens First Corporation and Bill D. Wright 17-23
10.3 Employment Agreement dated March 14, 2005 between
Citizens First Corporation and Matthew Todd Kanipe 24-30
10.4 Employment Agreement dated March 14, 2005 between
Citizens First Corporation and Kim M. Thomas 31-39
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