cfc8k8805 knox employment
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
3, 2005
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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
3, 2005, the Registrant entered into an Executive Employment Agreement with
James H. Knox whereby Mr. Knox shall serve as Vice President of Marketing for
Group Dental Products of the Registrant and as Senior Vice President of
Marketing for Group Dental Products of Citizens Security Life Insurance Company,
a subsidiary of the Registrant, effective August 22, 2005. The agreement
terminates on August 21, 2006, with automatic extension for additional
successive periods of one (1) year each unless either the Registrant or Mr.
Knox
gives at least thirty (30) days prior written notice of termination. Under
the
agreement, Mr. Knox will be paid an annual base salary of $120,000 and be
eligible to participate in the Master Cash Bonus Performance Plan to be
established by the Registrant. It is contemplated that Mr. Knox will be eligible
to receive under that plan an annual cash bonus for each of calendar years
2006
and 2007 based on new group dental business obtained for Registrant, group
dental business retained by Registrant, and reduced loss ratios on group dental
business, with a guaranteed bonus for calendar year 2006 of not less than
$70,000.
If
Mr.
Knox resigns for Good Reason or is terminated For Convenience of Employer,
he
will receive a severance benefit in the amount of up to nine (9) months salary
less any unemployment compensation benefits he may receive. Mr. Knox is also
entitled to a severance benefit in the amount of nine (9) 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. Knox’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. Knox. “For Convenience of Employer” means a termination of Mr. Knox’s
employment by the Registrant for any reason other than disability or For Cause.
“For Cause” means (a) Mr. Knox’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. Knox’s failure to adhere to any written policy of the
Registrant if Mr. Knox 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.
The
agreement includes confidentiality, non-competition, non-solicitation and
non-interference covenants by Mr. Knox.
A
copy of
the Executive Employment Agreement is included in Item 9.01 of this Current
Report on Form 8-K as Exhibit 99.1.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On
August
3, 2005, the Registrant appointed James H. Knox as Vice President of Marketing
for Group Dental Products of the Registrant and as Senior Vice President of
Marketing for Group Dental Products of Citizens Security Life Insurance Company,
a subsidiary of the Registrant, effective August 22, 2005.
Mr.
Knox,
age 50, was previously employed as Sales Executive Large Group for Humana Inc.
beginning in April 2002 and as Sales Executive for Appriss Inc. from September
2000 to April 2002. Mr. Knox served as Director of Sales for Kentucky and West
Virginia for CompDent Corporation from 1998 to 2000. Mr. Knox received a
Bachelor of Science degree in Business Administration from Western Kentucky
University.
See
the
disclosures under Item 1.01 above for the material terms of Mr. Knox’s
employment agreement.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
99.1 Executive
Employment Agreement dated August 3, 2005.
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 3, 2005
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By:/s/
Len E. Schweitzer |
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Len
E. Schweitzer
Vice
President and
Principal
Financial Officer
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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99.1
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Executive
Employment Agreement dated August 3, 2005.
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