Citizens Financial Corporation 8-K
UNITED
STATES
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
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Date
of Report (Date of earliest event report) August
4, 2006
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CITIZENS
FINANCIAL CORPORATION
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(Exact
name of registrant as specified in its
charter)
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KENTUCKY
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0-20148
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61-1187135
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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12910
SHELBYVILLE ROAD
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LOUISVILLE,
KENTUCKY 40243
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (502)
244-2420
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Not
Applicable
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Former
name or former address, if changed since last
report
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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
(17CFR
240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
August
4, 2006, the Registrant entered into an Executive Employment Agreement with
James T. Helton III whereby Mr. Helton shall serve as Executive Vice President,
Group Products of the Registrant and of Citizens Security Life Insurance Company
and United Liberty Life Insurance Company, each a subsidiary of the Registrant,
effective September 1, 2006. The agreement terminates on September 1, 2007,
with
automatic extension for additional successive periods of one (1) year each
unless either the Registrant or Mr. Helton gives at least thirty (30) days
prior
written notice of termination. Under the agreement, Mr. Helton will be paid
an
annual base salary of $180,000 and will receive a sign-on bonus in the amount
of
$150,000 (payable in equal installments on September 1, 2006 and April 1, 2007)
as well as a one-time supplemental bonus in the amount of $20,000 on February
1,
2007. In
addition, Mr. Helton shall be eligible to receive an annual premium growth
bonus
of up to 25% of his base salary and an annual direct margin bonus of up to
25%
of his base salary. Registrant will reimburse Mr. Helton for certain expenses
incurred by Mr. Helton in relocating from Birmingham, Alabama to Louisville,
Kentucky.
If
Mr.
Helton resigns for Good Reason or is terminated For Convenience of Employer,
he
will receive a severance benefit in the amount of up to three (3) months salary
less any unemployment compensation benefits he may receive, provided, however,
that if such termination occurs prior to September 1, 2007 Mr. Helton will
receive a severance benefit in the amount of up to five (5) months salary less
any unemployment compensation benefits he may receive. Mr. Helton is also
entitled to a severance benefit in the amount of three (3) months salary in
the
event the agreement is terminated by Registrant’s election not to extend the
agreement beyond the original or any extended term. For purposes of Mr. Helton’s
agreement, “Good Reason” means a breach by the Registrant of the agreement which
is not cured by the Registrant within ten (10) days after notice of breach
by
Mr. Helton. “For Convenience of Employer” means a termination of Mr. Helton’s
employment by the Registrant for any reason other than disability or For Cause.
“For Cause” means (a) Mr. Helton’s material breach of the agreement, which
breach continues for a period of ten (10) days after notice of breach by the
Registrant; (b) Mr. Helton’s failure to adhere to any written policy of the
Registrant if Mr. Helton has been given a reasonable opportunity to comply
with
such policy or cure his failure to comply (which reasonable opportunity must
be
granted during the ten (10) day period preceding termination of the agreement);
(c) the appropriation (or attempted appropriation) of a material business
opportunity of the Registrant or its subsidiaries, including attempting to
secure or securing any personal profit in connection with any transaction
entered into on behalf of the Registrant or its subsidiaries; (d) the
misappropriation (or attempted misappropriation) of any of the funds or property
of the Registrant or its subsidiaries; or (e) the conviction of, the indictment
for (or its procedural equivalent), or the entering of a guilty plea or plea
of
no contest with respect to, a felony, the equivalent thereof, or any other
crime
with respect to which imprisonment is a possible punishment.
In
the
event Mr. Helton’s employment is terminated prior to September 1, 2009 upon the
Registrant’s election not to extend the agreement, For Cause, upon Mr. Helton’s
resignation for other than Good Reason, or For Convenience of Employer, Mr.
Helton must repay a portion of the sign-on bonus determined by the number of
whole months then remaining until September 1, 2009.
The
agreement includes confidentiality, non-competition, non-solicitation and
non-interference covenants by Mr. Helton.
A
copy of
Mr. Helton’s employment agreement is attached hereto as Exhibit 10.33, and is
incorporated by reference herein.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On
August
4, 2006, the Registrant appointed James T. Helton III as Executive Vice
President, Group Products of the Registrant and of Citizens Security Life
Insurance Company and United Liberty Life Insurance Company, each a subsidiary
of the Registrant, effective September 1, 2006.
Mr.
Helton, age 51, was previously employed as a consulting actuary for Covenant
Insurance Consulting Services and as Vice President and group actuary for
Protective Life Insurance Company. Mr. Helton received a Bachelor of Arts degree
in mathematics from Wheaton College.
See
the
disclosures under Item 1.01 above for the material terms of Mr. Helton’s
employment agreement.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
10.33 Executive
Employment Agreement dated August 4, 2006.
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.
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Citizens
Financial Corporation
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Registrant
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Date:
August 4, 2006
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By:
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/s/
Len E. Schweitzer
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Len
E. Schweitzer
Vice
President and
Chief
Financial Officer
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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10.33
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Executive
Employment Agreement dated August 4, 2006.
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