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EXHIBIT 10.4 Employment Agreement dated March 14,2005 between Citizens First
Corporation and Kim M. Thomas
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, made and effective as of this January 1,
2005, by and between CITIZENS FIRST CORPORATION, a Kentucky corporation
("Employer"), and KIM M. THOMAS, an individual ("Thomas").
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 Thomas agree
as follows:
EMPLOYMENT. Employer hereby employs Thomas, and Thomas hereby
accepts employment with Employer, as the Vice President of Marketing of Citizens
First Bank (hereinafter "the Position").
TERM OF EMPLOYMENT. This Employment Agreement shall commence
on and be effective as of January 1, 2005 (the "Commencement Date"), and
continue through December 31, 2007 subject to renewal and to termination in
accordance with the terms of this Employment Agreement. On January 1, 2008, 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 Thomas 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. Thomas' 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 Thomas' rights to compensation and fringe benefits shall terminate at the
end of the Term.
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, Thomas 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. Thomas 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.
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SPECIFIC DESCRIPTION OF AUTHORITY. Thomas 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 Employer may from time to time confer or impose upon her. In
the absence of specific directions, Thomas shall have the day-to-day
responsibility for the following operations of the Employer or of any banking
institution established by the Employer in its capacity as a Bank Holding
Company subject to the direction of the Employer's President and Chief Executive
Officer:
A. Develop an annual marketing and public relations plan;
B. Develop an annual budget to support the marketing and
public relations plan;
C. Negotiate the annual contract with the outside marketing
and public relations firm;
D. Determine appropriate charitable donations and
sponsorships;
E. Develop and market new products as needed;
F. Oversee the production of the annual report; and
G. Assure all marketing materials and advertisements are in
compliance with regulations. Thomas shall additionally observe such directions
and restrictions as the Employer may from time to time confer or impose upon
her. Thomas shall report directly to the Employer's President and Chief
Executive Officer.
5. COMPENSATION. Thomas' salary shall be at the annualized
rate established 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. Thomas' salary, as established by the
President and Chief Executive Officer, shall be paid in equal bi-weekly
installments.
6. REIMBURSEMENT. Employer will reimburse Thomas 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, from time to
time
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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. Thomas 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. Thomas shall be entitled to 16 days of paid
vacation annually, which may be adjusted upward during the Term 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. Thomas 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 Thomas 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;
D. The right to participate in any bonus plan or stock option
plan established by Employer in its sole discretion.
9. ANNUAL EVALUATION. At least annually, the Employer shall
complete an evaluation of Thomas' performance as measured against specific goals
and objectives as established by Employer.
10. TERMINATION. Thomas' 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 Thomas' employment exist:
A. Thomas has appropriated to her personal use funds, rights
or property of Employer or of any of the customers of Employer;
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B. Thomas has engaged in any other act of substantial
dishonesty in the performance of her duties or responsibilities;
C. Thomas 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 of the failings, which such notice shall specifically
describe Thomas' failings and the steps required to remedy same;
D. Thomas is engaging in competition with Employer in any
manner or in activities harmful to the business of Employer;
E. Thomas is using alcohol, drugs or similar substances in an
illegal manner;
F. Thomas has become "disabled" or "incompetent," as
hereinafter defined in this Employment Agreement;
G. Thomas 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 Thomas a substantial fidelity bond, or a bonding company refuses
to issue a bond to Employer or Citizens First Bank if Thomas is employed in the
Position;
I. Thomas 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.
If Employer reasonably, properly, and in good faith determines
that any one or more of the above causes for terminating Thomas' employment
exists, then Employer may, by giving Thomas 60 days written notice of its
intention to terminate Thomas' employment, terminate this Employment Agreement,
the Term, and Thomas' employment, and all rights, duties and obligations of the
parties under this Employment Agreement. Thomas 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 Thomas shall be
entitled to her compensation and fringe benefits for such period, Employer may,
if it, in its discretion deems it prudent to do so, terminate Thomas'
employment, effective on the date when such notice is given. Any of the
following provisions of this Employment Agreement to the
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contrary notwithstanding (including those dealing with termination pay), Thomas
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, Thomas' employment may be
terminated, upon delivery to Thomas 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 Thomas has no continuing right to employment by Employer, and that Employer
may, therefore, terminate Thomas' 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 Thomas' employment is terminated, then Thomas 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. At the
conclusion of such period of 60 days, Thomas' employment in the Position shall
be terminated and the only rights to compensation and fringe benefits which
Thomas 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 Thomas 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 Thomas' 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. Thomas 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 at least 60 days written notice of
such termination. Any of the above provisions of this Employment Agreement to
the contrary notwithstanding, if Thomas 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 Thomas shall be
entitled to receive payment for any accrued vacation.
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13. DEATH OF THOMAS. Thomas' death shall terminate the Term
and Thomas' employment and shall terminate all of Thomas' rights to all salary,
compensation and fringe benefits effective as of the date of such death.
14. DISABILITY. Thomas 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 Thomas and
Employer, states in writing that it is such physician's opinion that Thomas 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 Thomas'
employment. In the event Thomas and Employer are unable to agree upon such a
suitable physician for the purposes of making such a determination, then Thomas
and Employer shall each select a physician, and such two physicians as selected
by Employer and Thomas shall select a third physician who shall make the
determination, and the determination made by such third physician shall be
binding upon Thomas and Employer. It is further agreed that if a guardian is
appointed for Thomas's person, or a conservator or curator is appointed for
Thomas' estate, or she is adjudicated "incompetent" or is suffering or operating
under a mental "disability" by a court of appropriate jurisdiction, then Thomas
shall be deemed to be "disabled" for all purposes under this Employment
Agreement. In the event Thomas becomes "disabled," as defined in this Paragraph
14, then her employment and all rights to compensation and fringe benefits shall
terminate effective as of the date of such disability determination.
15. FAITHFULNESS. Thomas 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 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 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. Thomas shall keep Employer 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.
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16. NONASSIGNABILITY. Neither this Agreement, nor any rights
or interests hereunder, shall be assignable by Employer, or by Thomas, her
beneficiaries or legal representatives, without the prior written consent of the
other party. All services to be performed hereunder by Thomas must be personally
performed by her.
17. 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.
18. BINDING EFFECT. This Employment Agreement shall be binding
upon, and shall inure to the benefit of Employer and its successors and assigns,
and Thomas and her 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.
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.
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22. TRADE SECRETS. Thomas 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
Thomas' employment and of this Employment Agreement. Thomas 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 Thomas from engaging in
any breach of the provisions of this Paragraph 22. Thomas, therefore, agrees
that a violation by Thomas 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 Thomas 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 Thomas
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 Thomas during the Term, Thomas
covenants and agrees that she will not accept a similar position or title
requiring her 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
Warren County, Kentucky and all counties adjoining Warren County, Kentucky 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 Thomas' employment by
Employer. Each of the parties acknowledges that
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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 March 14, 2005.
CITIZENS FIRST CORPORATION
BY:_/s/Mary Cohron______________________________
MARY COHRON, President and
Chief Executive Officer
/s/ Kim M. Thomas
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KIM M. THOMAS
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