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Executive Employment Agreement

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Title:

Executive Employment Agreement

Entities:

Citizens Financial Corp.

Date:

2006

Size:

Preview shows 13KB of 53KB total

Price:

$47

ID:

#2642686

► Employment ► Employment ► Executive Employment Agreements
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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement) is made November 21, 2006 between CITIZENS FINANCIAL CORPORATION, a Kentucky corporation (Employer), and JOHN D. CORNETT, an individual currently residing in Houston, Texas (Employee).

RECITALS

Employer desires to employ Employee for the Employer Group, and Employee wishes to accept such employment, upon the terms and conditions set forth in this Agreement.

AGREEMENT

The parties, intending to be legally bound, agree to the following terms and conditions of Employees employment by Employer. Anything to the contrary notwithstanding, however, this Agreement and any and all obligations hereunder are subject to the condition precedent that all of Employees obligations under the Cornett Employment Agreement dated April 1, 2006 between Employee and American Capitol Insurance Company and any related agreements (excluding continuing confidentiality obligations) shall have been fully and finally terminated prior to the Effective Date. Employee undertakes to deliver to Employer evidence of such termination in form and substance satisfactory to Employer as soon as it becomes available.

1. DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.

Agreement -- this Executive Employment Agreement, as amended from time to time.

Benefits -- as defined in Section 3.3.

Boards of Directors -- the boards of directors of the constituents of the Employer Group.

Bonuses -- as defined in Section 3.2.

Change in Control means the occurrence of any of the following events:

(a) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the beneficial owner (as defined in Rule 13d-3 of such Act), directly or indirectly, of securities of Employer representing more than fifty percent (50%) of the total voting power represented by Employers then outstanding voting securities, excluding (A) those persons and entities included in the Schedule 13D filed by Darrell R. Wells with the Securities and Exchange Commission with respect to Employer securities, as heretofore and hereafter amended from time to time, and Margaret Ann Wells, his wife, and all current or

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future heirs, successors and affiliates to and of such persons and all trusts or other entities established or maintained, or to be established or maintained, for the benefit of such persons and their heirs, successors and affiliates (collectively, the Wells Family Interests), (B) any employee benefit plan or related trust sponsored or maintained by Employer, and (C) any corporation or other entity owned, directly or indirectly, by all or substantially all of the shareholders of Employer immediately prior to the transaction in substantially the same proportions as their ownership of stock of Employer; provided, that, at the time of the acquisition of such beneficial ownership interest, such persons beneficial ownership interest in Employer exceeds that of the Wells Family Interests;

(b) the consummation of the sale or disposition by Employer of all or substantially all of Employers assets, other than a sale or disposition that would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (by being converted into voting securities of the acquiring corporation or entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the acquiring corporation or entity or its parent outstanding immediately after such sale or disposition; or

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