CITIZENS FIRST BANCORP, INC. EMPLOYMENT AGREEMENT
Exhibit 10
CITIZENS FIRST BANCORP, INC.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of December 21, 2006, (the
“Effective Time”), by and between Citizens First Bancorp, Inc. (the “Holding Company”), a
corporation organized under the laws of the state of Delaware and the holding company of the Bank,
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“Executive”). Any reference to the “Bank” herein shall mean
Citizens First Savings Bank or any successor to Citizens First Savings Bank. This Agreement will
have the effect of creating dual employment. For that reason any reference to “Company” shall
mean Holding Company and Bank collectively.
WHEREAS, the Executive and Holding Company entered into an Employment Agreement effective as
of February 1, 2002;
WHEREAS, the Holding Company believes that the assurance of Executive’s continued employment
by the Holding Company and by the Bank is of material importance to Holding Company and Bank; and
WHEREAS, on July 25, 2006, the Compensation Committee of the Holding Company and the Bank
authorized an extension of this Employment Agreement, effective December 21, 2006, on the terms and
conditions set forth herein; and
WHEREAS, Executive desires to continue to serve in the employ of the Holding Company and the
Bank on a full-time basis for the term of this Agreement;
WHEREAS, it is in the best interest of the Holding Company that Executive be responsible
primarily to the Holding Company’s Board of Directors;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other
terms and conditions hereinafter provided, the parties to this Agreement hereby agree to continue
Executive’s employment pursuant to the following terms and conditions as follows:
1. POSITIONS AND RESPONSIBILITIES
(a) During the term of this Agreement Executive agrees to serve as President and Chief Executive
Officer of the Holding Company and of Bank. Executive shall render administrative and management
services to the Holding Company and to Bank such as are customarily performed by persons in a
similar executive capacity. During the term of this Agreement, Executive also agrees to serve, if
elected, as a director of the Bank and of the Holding Company, and in such capacity will carry out
such duties and responsibilities reasonably appropriate to that office.
1
(b) Holding Company hires Executive to serve in the capacities described in (a) above, and
shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above,
provided, however, that Executive shall be primarily responsible to Holding Company Board of
Directors.
(c) During the term of Executive’s employment under this Agreement, except for periods of absence
occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote
substantially all his business time, attention, skill, and efforts to the faithful performance of
his duties under this Agreement, including activities and services related to the organization,
operation and management of the Company and subsidiaries, as well as participation in community,
professional and civic organizations; provided, however, that, with the approval of the Board of
Directors of the Holding Company (the “Board of Directors”), as evidenced by a resolution of the
Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of
directors of, and hold any other offices or positions in, companies or organizations, which, in the
judgment of the Board of Directors, will not present any conflict of interest with the Company or
subsidiaries or materially affect the performance of Executive’s duties pursuant to this Agreement.
2. TERM OF EMPLOYMENT
(a) Executive’s employment under this Agreement shall be for a five year term commencing December
21, 2006. Unless it has then been terminated, on each annual anniversary of the Effective Time,
the term of this Employment Agreement shall be extended for one additional year.
(b) Notwithstanding the foregoing, the Holding Company may terminate Executive’s employment with
the Company at any time with or without cause, but subject to the terms and conditions of this
Agreement.
(c) The provisions of (a) and (b) above notwithstanding, if this Employment Agreement has not
then been terminated, it shall terminate in any event on November 22, 2015.
3. COMPENSATION, BENEFITS AND REIMBURSEMENT
(a) Base Salary. The Company shall pay Executive an annual salary as determined, not less
frequently than annually, by the Board of Directors (“Base Salary”). Executive’s Base Salary shall
be payable in accordance with the normal payroll practices of the Company. Whenever used in this
Agreement, Base Salary shall include any amounts of compensation deferred by Executive under any
tax qualified retirement or welfare benefit plan or any other deferred compensation arrangement
maintained by Company.
(b) Incentive Compensation. In addition to his Base Salary, Executive shall be entitled to
participate in any incentive compensation bonus programs sponsored by the Company. Executive’s
incentive compensation shall be determined by the Company’s Board of Directors or a committee
appointed by the Board of Directors.
2
(c) Supplemental Life Insurance. Company shall cause the $350,000 whole life policy of insurance
currently maintained on the life of Executive to be continued during the term of his employment
hereunder at no cost (except indirect tax cost) to him.
(d) Other Employee Benefits. In addition to any other compensation or benefits provided for
under this Agreement, Executive shall be entitled to participate in any employee benefit plans or
programs offered by the Company to full time employees or executive management, in accordance with
their respective terms and conditions, as they may be modified from time to time. Company may
elect to provide Executive with a benefit through a non-qualified plan, in lieu of a qualified
plan, when (in the opinion Company’s Board of Directors) that is in Company’s best interest.
(e) Membership and Club Dues. The Company shall continue to provide to Executive, without cost,
social and business membership commensurate with his position. He shall also be reimbursed for
customary business and travel expenses.
(f) Automobile. The Company shall provide Executive with, and Executive shall have the primary use
of, an automobile owned or leased by the Company or the Bank and the Company or the Bank shall pay
(or reimburse Executive) for all expenses of insurance, registration, operation and maintenance of
the automobile. Executive shall comply with reasonable reporting and expense limitations on the use
of such automobile, as the Board of Directors may establish from time to time, and the Company or
the Bank shall annually include on Executive’s Form W-2 any amount attributable to Executive’s
personal use of such automobile.
(g) Vacation; Holidays; Sick Time. Executive shall be entitled to vacation in accordance with the
standard vacation policies of the Company or the Bank for senior executive officers. Executive
shall take vacation at a time mutually agreed upon by the Company or the Bank and Executive.
Executive shall receive his Base Salary and other benefits during periods of vacation. Executive
shall also be entitled to paid legal holidays in accordance with the policies of the Company.
Executive shall also be entitled to sick leave in accordance with the policies of the Company for
senior executive officers.
4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION
(a) Upon the occurrence of an Event of Termination (as defined under this Agreement), the
provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall
mean and include any one or more of the following: (i) the termination of Executive’s full-time
employment under this Agreement by the Holding Company during the term of this Agreement for any
reason other than a termination governed by Sections 5 or 9 of this Agreement; or (ii) Executive’s
resignation from his employment with the Holding Company during the term of this Agreement upon,
any (A) failure to elect or re-elect or to appoint or re-appoint Executive to his positions set
forth in Section 1 of this Agreement, unless Executive consents to such event, (B) material change
in Executive’s functions, duties, or responsibilities with the Holding Company or its subsidiaries,
which change would cause Executive’s position with the Holding Company to become one of lesser
responsibility, importance, or scope, unless Executive consents to such event, (C) relocation of
Executive’s principal place of employment
3
by more than seventy-five (75) miles from its location at
the Effective Time, unless Executive consents to such event, (D)
material reduction in the compensation, benefits and perquisites provided to Executive from those
being provided as of the Effective Time of this Agreement, unless Executive consents to such event,
(E) liquidation or dissolution of the Holding Company or the Bank, or (F) breach of this Agreement
by the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D),
(E) or (F) above, Executive shall have the right to terminate his employment under this Agreement
by resignation upon not less than one hundred twenty (120) days prior written notice given within
six (6) full calendar months after the applicable event giving rise to Executive’s right to elect
to terminate his employment.
(b) Upon Executive’s termination from employment in accordance with paragraph (a) of this Section,
the Holding Company shall be obligated to pay Executive, or, in the event of his death following
the Date of Termination, his beneficiary or beneficiaries, or his estate, as the case may be,
Severance Pay. The Severance Pay shall be determined and paid in accordance with Section 19
below.
5. TERMINATION FOR CAUSE
The term “Termination for Cause” shall mean termination because of Executive’s personal dishonesty,
willful misconduct, any breach of fiduciary duty involving personal profit, failure to perform
stated duties, violation of any law, rule, regulation (other than traffic violations or similar
offenses), final cease and desist order or material breach of any provision of this Agreement,
except to the extent such violations shall have been made in good faith reliance on past practice
or reasonable mistake. Notwithstanding the foregoing, Executive shall not be deemed to have been
terminated for cause unless and until there shall have been delivered to him a Notice of
Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not
less than a majority of the members of the Board of Directors (excluding the Executive) at a
meeting of that Board of Directors called and held for that purpose (after reasonable notice to
Executive and an opportunity for him, together with counsel, to be heard before the Board of
Directors), finding that in the good faith opinion of the Board of Directors, Executive was guilty
of conduct justifying Termination for Cause and specifying the particulars thereof in detail.
Executive shall not have the right to receive compensation or other benefits for any period after
Termination for Cause. During the period beginning on the date of the Notice of Termination
pursuant to Section 6 hereof through the Date of Termination, stock options granted to Executive
under any stock option plan shall not be exercisable nor shall any unvested awards granted to
Executive under any stock benefit plan of the Bank, the Holding Company or any subsidiary or
affiliate thereof, vest. At the Date of Termination, such stock options and any such unvested
awards shall become null and void and shall not be exercisable by or delivered to Executive at any
time subsequent to such Termination for Cause.
6. NOTICE
(a) Any purported termination by the Holding Company or by Executive shall be communicated by a
Notice of Termination to the other party. For purposes of this Agreement, a “Notice of Termination”
shall mean a written notice which indicates the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and
4
circumstances claimed to provide
a basis for termination of Executive’s employment under the
provision so indicated.
(b) “Date of Termination” shall mean the date specified in the Notice of Termination.
(c) If, within thirty (30) days after a Notice of Termination for cause is given, Executive
notifies the Holding Company that a dispute exists concerning the termination, the Date of
Termination shall be determined, either by mutual written agreement of the parties or by Dispute
Resolution pursuant to Section 16 of this Agreement.
7. POST-TERMINATION OBLIGATIONS
All payments and benefits to Executive under this Agreement shall be subject to Executive’s
compliance with this Section and Section 8 for three years after the termination of Executive’s
employment with the Company. Executive shall, upon reasonable notice, furnish such information and
assistance to the Company as may reasonably be required by the Company in connection with any
litigation in which it or any subsidiaries or affiliates is, or may become, a party.
8. NON-COMPETITION AND NON-DISCLOSURE
(a) Upon any termination of Executive’s employment hereunder, Executive agrees not to compete with
the Company or subsidiaries for a period of three years following such termination in any city,
town or county in which Executive’s normal business office is located and the Company or any of its
subsidiaries has an office or has filed an application for regulatory approval to establish an
office, determined as of the effective date of such termination, except as agreed to pursuant to a
resolution duly adopted by the Board of Directors. Executive agrees that during such period and
within said cities, towns and counties, Executive shall not work for or advise, consult or
otherwise serve with, directly or indirectly, any entity whose business materially competes with
the depository, lending or other business activities of the Company or subsidiaries. The parties
hereto, recognizing that irreparable injury will result to the Company or subsidiaries, their
business and property in the event of Executive’s breach of this Subsection agree that in the event
of any such breach, or threatened breach by Executive, the Company or its subsidiaries will be
entitled, in addition to any other remedies and damages available, including but not limited to
those available pursuant to MCLA 445.1901 et. seq., an injunction to restrain the violation
hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for
or under the direction of Executive. Executive represents and admits that in the event of the
termination of his employment pursuant to Section 4 of this Agreement, Executive’s experience and
capabilities are such that Executive can obtain employment in a business engaged in other lines
and/or of a different nature than the Company or subsidiaries, and that the enforcement of a remedy
by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be
construed as prohibiting the Company or its subsidiaries from pursuing any other remedies available
to the Company or subsidiaries for such breach or threatened breach, including the recovery of
damages from Executive.
5
(b) Executive recognizes and acknowledges that the knowledge of the business activities and
plans for business activities of the Company and subsidiaries as may exist from time to time, is a
valuable, special and unique asset of the business of the Company and subsidiaries. Executive will
not, during or after the term of his employment, disclose any knowledge of the past, present,
planned or considered business activities of the Company and subsidiaries thereof to any person,
firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized
by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose
any knowledge of banking, financial and/or economic principles, concepts or ideas which are not
solely and exclusively derived from the business plans and activities of the Company. In the event
of a breach or threatened breach by Executive of the provisions of this Section or Section 7, the
Company will be entitled to an injunction restraining Executive from disclosing, in whole or in
part the knowledge of the past, present, planned or considered business activities of the Company
or subsidiaries or from rendering any services to any person, firm, corporation, other entity to
whom such knowledge, in whole or in part has been disclosed or is threatened to be disclosed.
Nothing herein will be construed as prohibiting the Company from pursuing any other remedies
available to the Company for such breach or threatened breach, including the recovery of damages
from Executive or such remedies or damages as may be available pursuant to MCLA 445.1901 et.
seq.
9. DEATH AND DISABILITY
(a) Death. In addition to the other provisions of this Agreement, in the event of Executive’s
death during the term of this Agreement, the Company shall immediately pay his estate any Base
Salary accrued but unpaid as of the date of his death.
(b) Disability
(i) Disability. If during the term of Executive’s employment Executive receives
disability benefits under any long-term disability insurance policy maintained by the Bank
(the “Disability Policy”), then the Company’s obligation to pay Executive his Base Salary
shall, as of the date such benefits first become payable under the Disability Policy on
account of Executive’s disability, be reduced to equal the difference between Executive’s
Base Salary and amounts received under all long-term disability policies, to the extent that
such salary payments do not result in a reduction in disability payments.
(ii) Incapacity. If, as a result of Disability, Executive is determined by a
physician chosen by the Company and reasonably acceptable to Executive or Executive’s
personal representatives, to be incapable of fulfilling Executive’s responsibilities under
this Agreement (“Incapacity Determination”), (1) Executive shall continue to be covered by
the Bank’s medical insurance (if he is then covered) until the first anniversary of the
Incapacity Determination, and (2) the Company’s obligation to provide Executive with other
employment related fringe benefits hereunder shall cease as of the date of such Incapacity
Determination (“Incapacity Determination Date”). Prior to the Incapacity Determination Date,
the Company shall continue to pay Executive his Base Salary in usual installments and Executive shall
continue to receive all other employment-related fringe benefits due to Executive.
6
(iii) Termination of Employment by Reason of Incapacity. At any time from and after
the Incapacity Determination Date, the Company, in its discretion, may elect to terminate Executive’s
employment by reason of such incapacity. Any termination as a result of incapacity shall not be considered
to be an Event of Termination under Section 4 of this Agreement.
10. SOURCE OF PAYMENTS
(a) All payments provided in this Agreement shall be timely paid in cash or check from the general
funds of the Holding Company, subject to Section 10(b).
(b) Holding Company may agree with Bank and subsidiaries to allocate among them the costs of
employing Executive hereunder.
(c) Notwithstanding any provision in this Agreement to the contrary, to the extent that payments
and benefits, as provided by this Agreement, are paid to or received by Executive through the
Bank, such payments and benefits paid by the Bank will be subtracted from any amount due to
Executive under similar provisions of this Agreement.
11. EFFECT ON OTHER AGREEMENTS
This Agreement contains the entire understanding between the parties.
12. MODIFICATION AND WAIVER
(a) This Agreement may not be modified or amended except by an instrument in writing signed by
Executive and Holding Company.
(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be
any estoppel against the enforcement of any provision of this Agreement, except by written
installment of the party charged with such waiver or estoppel. No such written waiver shall be
deemed 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 for the future as to any act other than that specifically waived.
13. SEVERABILITY
If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid,
such invalidity shall not affect any other provision of this Agreement or any part of such
provision not held so invalid, and each such other provision and part thereof shall, to the full
extent consistent with law, continue in full force and effect.
14. HEADINGS FOR REFERENCE ONLY
The headings of sections and paragraphs herein are included solely for convenience of reference and
shall not control the meaning or interpretation of any of the provisions of this Agreement.
7
15. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Michigan, without regard to principles
of conflicts of law of that state.
16. DISPUTE RESOLUTION
Any dispute or controversy arising under or in connection with this Agreement shall be resolved
exclusively in accordance with the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association then in effect. Judgment may be entered on the award in any
court having jurisdiction.
American Arbitration Association rules notwithstanding the parties agree that any award shall be
limited to compensation otherwise payable under the terms of this Agreement.
17. PAYMENT OF COSTS AND LEGAL FEES
All costs, fees and/or expenses, pursuant to any dispute or question of interpretation relating to
this Agreement, shall be paid in accordance with any award pursuant to the National Rules for the
Resolution of Employment Disputes.
18. INDEMNIFICATION
(a) The Company shall provide Executive (including his heirs, executors and administrators) with
coverage under a standard directors’ and officers’ liability insurance policy.
(b) Any payments made to Executive pursuant to this Section are subject to and conditioned upon
compliance with 12 U.S.C. Section 1828(k) and 12 C.F.R. Part 359 and any rules or regulations
promulgated thereunder.
19. SEVERANCE PAY
(a) As used herein, the term Severance Pay means the sum of the following:
(i) Three times Executive’s average annual compensation from the Holding Company, the
Bank or their affiliates for the three preceding taxable years. In determining Executive’s
average annual compensation, annual compensation shall include Base Salary and any other
taxable income, including but not limited to amounts related to the granting, vesting or
exercise of restricted stock or stock option awards, commissions, bonuses (whether paid or
accrued for the applicable period), as well as, retirement benefits, director or committee
fees and fringe benefits paid or to be paid to Executive or paid for Executive’s benefit
during any such year, profit sharing, employee stock ownership plan and other retirement
contributions or benefits, including any tax-qualified plan or arrangement (whether or not
taxable) made or accrued on behalf of Executive for such year;
8
(ii) The value, as calculated by a recognized firm customarily performing such
valuation, of any stock options which as of the Date of Termination, have been granted to
Executive but are not exercisable by Executive and the value of any restricted stock awards
which have been granted to Executive, but in which Executive does not have a non-forfeitable
or fully-vested interest as of the Date of Termination.
(iii) To the extent not paid or payable to him under any other provision of this
Agreement or otherwise, an amount equal to benefits due him under or contributed by the Bank
or the Holding Company on his behalf pursuant to any retirement, incentive, profit sharing
or other retirement, bonus, performance, disability or other employee benefit plan
maintained by the Holding Company or the Bank on Executive’s behalf. For purposes of
determining his vested benefit, accrued or otherwise, Executive shall be credited either
under any plan maintained by the Bank or, if not permitted under such plan, under a separate
arrangement, with the number of additional “years of service”, if any, is necessary to 100%
vest such Benefits.
(iv) To the extent that the Company is providing any life, medical, health,
disability or dental insurance plan or arrangement in which Executive participates on the
“Date of Termination” (each being a “Welfare Plan”), Executive and his covered dependents
shall continue participating in such Welfare Plans, subject to the same premium
contributions on the part of Executive as were required immediately prior to the Event of
Termination until the earlier of (i) his death (ii) his employment by another employer other
than one of which he is the majority owner or (iii) the fourth anniversary of the Date of
Termination. In the event Executive’s participation in any such plan or program is barred,
the Holding Company shall arrange to provide Executive and his dependents with benefits
substantially similar to those of which Executive and his dependents would otherwise have
been entitled to receive under such plans and programs from which their continued
participation is barred or provide their economic equivalent. The Company may elect to
provide such benefits by paying Executive COBRA premiums for any period during which
Executive would be entitled to elect COBRA continued health care coverage.
(v) The use or provision of any membership, license, automobile use, or other
perquisites shall be continued for four years after, and on the same financial terms and
obligations as were in place immediately prior, to the Event of Termination, whichever is
applicable. To the extent that any item referred to in this paragraph will, at the end of
the term of this Agreement, no longer be available to Executive, Executive will have the
option to purchase all rights then held by the Holding Company or the Bank to such item for
a price equal to the then fair market value of the item.
(b) The Severance Pay amounts set forth in (i), (ii), and (iii) shall be paid in thirty-six equal
monthly installments commencing six months after the date of Executive’s termination.
(c) Notwithstanding Section 4, for any taxable year in which Executive shall be liable, as
determined for the payment of an excise tax under Section 4999 of the Internal Revenue Code of
9
1986, as amended (the “Code”) (or any successor provision thereto), with respect to any payment in
the nature of the compensation made by the Holding Company or the Bank to (or for the
benefit of) Executive pursuant to this Agreement or otherwise, the Holding Company shall pay to
Executive an amount determined under the following formula:
| An amount equal to: (E x P) + X | ||||||
| WHERE: | ||||||
| X | = | E x P | ||||
1
– [(FI x (1 – SLI)) + SLI + E [+M + PO]] |
||||||
| E | = | the rate at which the excise tax is assessed under Section 4999 of the Code; | ||||
| P | = | the amount with respect to which such excise tax is assessed, determined without regard to this Section; | ||||
| FI | = | the highest marginal rate of federal income, employment, and other taxes (other than taxes imposed under Section 4999 of the Code) applicable to Executive for the taxable year in question; and | ||||
| SLI | = | the sum of the highest marginal rates of income and payroll tax applicable to Executive under applicable state and local laws for the taxable year in question; and | ||||
| M | = | highest marginal rate of Medicare tax; and | ||||
| PO | = | adjustment for phase out of or loss of deduction, personal exemption or similar items | ||||
With respect to any payment in the nature of compensation that is made to (or for the benefit of)
Executive under the terms of this Section or otherwise and on which an excise tax under Section
4999 of the Code will be assessed, the payment determined under Section 4 shall be made to
Executive on the earliest of (i) the date the Holding Company is required to withhold such tax,
(ii) the date the tax is required to be paid by Executive; provided however that in no event shall
the payment be made before six months after the at of Executives termination. It is the intention
of the parties that the Holding Company provide Executive with a full tax gross-up under the
provisions of this Section, so that on a net after-tax basis, the result to Executive shall be the
same as if the excise tax under Section 4999 (or any successor provisions) of the Code had not been
imposed. The tax gross-up may be adjusted if alternative minimum tax rules are applicable to
Executive.
Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial
determination or a final administrative settlement to which Executive is party that the excess
parachute payment as defined in Section 4999 of the Code, reduced as described above, is more
10
than the amount determined as “P,” above (such greater amount being hereafter referred to as the
“Determinative Excess Parachute Payment”) then the Holding Company’s independent
accountants shall determine the amount (the “Adjustment Amount”) the Holding Company must pay to
Executive, in order to put Executive (or the Holding Company, as the case may be) in the same
position as Executive (or the Holding Company, as the case may be) would have been if the amount
determined as “P” above had been equal to the Determinative Excess Parachute Payment. In
determining the Adjustment Amount, the independent accountants shall take into account any and all
taxes (including any penalties and interest) paid by or for Executive or refunded to Executive or
for Executive’s benefit. As soon as practicable after the Adjustment Amount has been so
determined, the Holding Company shall pay the Adjustment Amount to Executive.
In each calendar year that Executive receives payments or benefits under this Agreement, Executive
shall report on his state and federal income tax returns such information as is consistent with the
determination made by the independent accountants of the Holding Company as described above. The
Holding Company shall indemnify and hold Executive harmless from any and all losses, costs and
expenses (including without limitation, reasonable attorney’s fees, interest, fines and penalties)
which Executive incurs as a result of reporting such information. Executive shall promptly notify
the Holding Company in writing whenever Executive receives notice of a judicial or administrative
proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code
of any amount paid or payable under this Agreement is being reviewed or is in dispute. The Holding
Company shall assume control at its expense over all legal and accounting matters pertaining to
such federal tax treatment (except to the extent necessary or appropriate for Executive to resolve
any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to
this contract) and Executive shall cooperate fully with the Holding Company in any such proceeding.
Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the
Holding Company may have in connection therewith without prior consent of the Holding Company.
(d) Except for compensation and benefits received by Executive from financial institution
entities within the thirty-six month period following his termination Severance Pay shall not be
reduced in the event Executive obtains other employment.
20. SUCCESSOR TO THE HOLDING COMPANY
The Holding Company shall require any successor or assignee, whether direct or indirect, by
purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of
the Bank or the Holding Company, to expressly and unconditionally assume and agree to perform the
Holding Company’s obligations under this Agreement, in the same manner and to the same extent that
the Holding Company would be required to perform such obligations if no such succession or
assignment had taken place.
11
SIGNATURES
IN WITNESS WHEREOF, Citizens First Bancorp, Inc. has caused this Agreement to be executed and
its seal to be affixed hereunto by its duly authorized officer and Executive has signed this
Agreement, on the 24th day of January, 2007, but effective as of the Effective Time set forth
herein.
| ATTEST: | CITIZENS FIRST BANCORP, INC. | |||||||
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||||||
| WITNESS: | EXECUTIVE | |||||||
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
|
By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||
12