SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 27, 2000
CITIZENS FIRST CORPORATION
(Exact Name of Registrant as Specified in Charter)
Kentucky 333-67435 61-0912615
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1805 Campbell Lane, Bowling Green, Kentucky 42104
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (270) 393-0700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
(a) The Registrant announced today that Bill D. Wright has accepted the position
of Vice President and Chief Financial Officer effective May 15, 2000.
Mr. Wright is currently Manager of Accounting with Holley Performance
Products Inc. He was formerly Assistant Controller/Assistant Treasurer with
Trans Financial Inc. Gregg A. Hall, Vice-President and Chief Financial
Officer of the Registrant, announced on April 17, 2000 his resignation from
his position with the Registrant. Mr. Hall indicated his resignation would
be effective June 16, 2000. Mr. Wright's employment contract is attached.
<PAGE>
SIGNATURES
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.
CITIZENS FIRST CORPORATION
Date: April 27, 2000 /s/ Mary D. Cohron
------------------
Mary D. Cohron
President and
Chief Executive Officer
(Principal Executive Officer)
Date: April 27, 2000
/s/ Gregg A. Hall
-------------------
Vice-President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
EXHIBITS
10.1 Employment Agreement between Citizens First Corporation and Bill D. Wright
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, made and entered into as of this____ day
of__________, 2000, by and between CITIZENS FIRST CORPORATION, a Kentucky
corporation ("Employer"), and BILL D. WRIGHT, an individual ("Wright").
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 Wright agree
as follows: 1. Employment. Employer hereby employs Wright, and Wright 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. Term of Employment. This Employment Agreement and Wright's employment
hereunder shall commence on and be effective as of May 15, 2000 (the
"Commencement Date"), and continue through May 14, 2003, subject to renewal and
to termination in accordance with the terms of this Employment Agreement. On May
15, 2003, 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 Wright 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. Wright's
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 Wright's rights to compensation and fringe benefits
shall terminate at the end of the Term.
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 Employer, Wright 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, interests and welfare of Employer.
Wright 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.
4. Specific Description of Authority. Wright 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, Wright shall have the following duties, responsibilities
and authorities with respect to Employer:
Wright 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. Manage the accounting function including but not limted to:
(1) Maintain the general ledgers, and ensure that
the balances represented in the general
ledger accounts are properly supported by
subsidiary ledgers and other appropriate
documentation.
(2) Direct the preparation of accurate and timely
financial reports on the results of operations.
(3) Prepare all required filings for regulators
(call reports, 10-Q's if required, etc.).
(4) Prepare reports for management, the Board of
Directors, and shareholders (quarterly
reports, annual financial reports, etc.).
(5) Develop financial policies and procedures
as needed.
B. Maintain the investments portfolio in accordance with business needs;
develop policies and procedures as needed.
C. Ensure that appropriate audit coverage is provided, that
the results of audits are reported to the Board, and that the audit efforts of
the external auditors are coordinated with internal efforts to ensure efficient
and effective coverage.
D. Provide compliance review to ensure compliance with appropriate laws
and regulations; develop compliance policies and procedures as needed.
E. Provide loan review analysis for credits issued.
F. Provide payroll services and file all necessary
withholding remittances and informational returns.
G. Maintain the fixed assets subsidiary ledgers.
H. Maintain the accounts payable subsidiary system.
I. Maintain the wire transfer function.
5. Compensation. For all services rendered or to be rendered by Wright for
Employer during the Term, Employer shall pay, and Wright hereby agrees to
accept, compensation as follows: Beginning with the Commencement Date, Wright
shall receive a salary at an annualized rate of $85,000.00 per year, payable in
equal bi-weekly installments. Wright's salary for any calendar year after 2000
shall be at the annualized rate established by Employer at the commencement of
each such year. 6. Reimbursement. Employer will reimburse Wright 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. Wright 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 and Sick Leave. Wright shall be entitled to the following
weeks of paid vacation:
May 15, 2000-May 14, 2001 3 weeks
May 15, 2001-May 14, 2002 4 weeks
May 15, 2002-May 14, 2003 5 weeks
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.
Wright shall additionally be entitled to 12 days of paid sick leave
annually except that if Wright 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 Wright is
incapacitated by illness or injury from performing his 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 Wright agrees that he
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 Wright, the Employer will reimburse Wright 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 Wright qualifies.
10. Other Employee Benefits. Wright 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 Wright 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, the Employer shall complete
an evaluation of Wright's performance as measured
against specific goals and objectives as established by Employer.
12. Termination. Wright's 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 Wright's employment exist:
A. Wright has appropriated to his personal use funds,
rights or property of Employer or of any of the customers of Employer;
B. Wright has engaged in any other act of substantial
dishonesty in the performance of his duties or responsibilities;
C. Wright 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 of receipt of written notice to
him from the Employer of the failings, which such notice shall specifically
describe Wright's failings and the steps required to remedy same;
D. Wright is engaging in competition with Employer in
any manner or in activities harmful to the business of Employer;
E. Wright is using alcohol, drugs or similar substances
in an illegal manner;
F. Wright has become "disabled" or "incompetent," as
hereinafter defined in this Employment Agreement;
G. Wright 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 upon Wright a substantial fidelity
bond, or a bonding company refuses to issue a bond to Employer or any banking
institution which it might organize if Wright is employed in the Position;
I. Wright 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.
If Employer reasonably, properly, and in good faith determines that any
one or more of the above causes for terminating Wright's employment exists, then
Employer may, by giving Wright 60 days written notice of its intention to
terminate Wright's employment, terminate this Employment Agreement, the Term,
and Wright's employment, and all rights, duties and obligations of the parties
under this Employment Agreement. Wright 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 Wright shall be
entitled to his compensation and fringe benefits for such period, Employer may,
if it, in its discretion deems it prudent to do so, terminate Wright'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 dealing with termination pay), Wright 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,
Wright's employment will automatically terminate on any such date that Employer,
in its capacity as a Bank Holding Company, determines that it cannot
successfully establish or operate a banking institution. Wright's rights to all
salary, compensation and fringe benefits shall terminate effective as of the
date such determination is made; provided, however, that Wright shall be
entitled to receive payment for any accrued vacation.
14. Termination Otherwise. The above provisions of this Employment Agreement to
the contrary notwithstanding, Wright's employment may be terminated, upon
delivery to Wright 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 Wright has no
continuing right to employment by Employer, and that Employer may, therefore,
terminate Wright'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 Wright's employment is terminated, then Wright shall be entitled to
receive all compensation and fringe benefits to which he 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, Wright's employment in the Position shall be terminated and
the only rights to compensation and fringe benefits which Wright 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 Wright 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 Wright'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. Wright may terminate his employment in the Position,
and this Employment Agreement, at any time during the Term, provided that he
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 Wright shall voluntarily terminate 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 Wright shall be entitled to
receive payment for any accrued vacation.
16. Death of Wright. Wright's death shall terminate the Term and Wright's
employment and shall terminate all of Wright's rights to all salary,
compensation and fringe benefits effective as of the date of such death. 17.
Disability. Wright 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 Wright and Employer, states in writing
that it is such physician's opinion that Wright 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 Wright's employment. In the event
Wright and Employer are unable to agree upon such a suitable physician for the
purposes of making such a determination, then Wright and Employer shall each
select a physician, and such two physicians as selected by Employer and Wright
shall select a third physician who shall make the determination, and the
determination made by such third physician shall be binding upon Wright and
Employer. It is further agreed that if a guardian is appointed for Wright's
person, or a conservator or curator is appointed for Wright's estate, or he is
adjudicated "incompetent" or is suffering or operating under a mental
"disability" by a court of appropriate jurisdiction, then Wright shall be deemed
to be "disabled" for all purposes under this Employment Agreement. In the event
Wright becomes "disabled," as defined in this Paragraph 17, then his employment
and all rights to compensation and fringe benefits shall terminate effective as
of the date of such disability determination.
18. Faithfulness. Wright 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. Wright 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.
19. Nonassignability. Neither this Agreement, nor any rights or interests
hereunder, shall be assignable by Employer, or by Wright, his beneficiaries
or legal representatives, without the prior written consent of the other
party. All services to be performed hereunder by Wright must be personally
performed by him.
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 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 Wright and his 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 Wright's compensation may be increased, from time to time, by
Employer's Board of Directors, in order for any purported agreement to increase
Wright's compensation to be enforceable by Wright, 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 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. Wright 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 Wright's employment and of
this Employment Agreement. Wright 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 Wright from engaging in any breach of the
provisions of this Paragraph 25. Wright, therefore, agrees that a violation by
Wright 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 Wright 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 Wright 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 Wright during the Term, Wright
covenants and agrees that he will not accept a similar position or title
requiring him 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.
27. Entire Agreement. This Employment Agreement contains the entire
agreement between the parties with respect to Wright's 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:________________________________
MARY COHRON, President and
Chief Executive Officer
-----------------------------------
BILL D. WRIGHT
