EX-10.5






Exhibit 10.5




February 27, 2009




Via Hand Delivery




Dianne Scroggins

501 S. James M. Campbell Blvd.

Columbia, TN 38401




Dear Dianne,




Community First, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement
(the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that
provides for the Company’s participation in the Treasury’s Capital Purchase Program (the “CPP”)
under the Troubled Assets Relief Program (“TARP”). If the Company does not participate or ceases at
any time to participate in the CPP, this letter shall be of no further force and effect.



For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its senior executive officers and to make changes to its
compensation arrangements. To comply with these requirements, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP, you agree as follows:




	 	(1)	 	No Golden Parachute Payments. The Company is prohibiting any golden parachute
payment to you during any “CPP Covered Period”. A “CPP Covered Period” is any period
during which (A) you are a senior executive officer and (B) any obligation of the
Company arising from financial assistance provided under the TARP remains outstanding.
	 
	 	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus, retention award or
incentive compensation paid to you during the CPP Covered Period is subject to recovery
or “clawback” by the Company if the payments were based on statements of earnings,
revenues, gains, or other criteria that are later found to be materially inaccurate.
	 
	 	(3)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) (collectively, “Benefit Plans”) with
respect to you is hereby amended to the extent necessary to give





 









 










Dianne Scroggins

February 27, 2009

Page 2





	 	 	 	effect to provisions (1) and (2). For reference, certain affected Benefit Plans are
set forth in Appendix A to this letter.
	 
	 	 	 	In addition, the Company is required to review its Benefit Plans to ensure that they
exclude incentives for senior executive officers to take unnecessary and excessive
risks that threaten the value of the Company during the CPP Covered Period. To the
extent any such review requires revisions to any Benefit Plan with respect to you,
you and the Company agree to negotiate such changes promptly and in good faith.
	 
	 	(4)	 	Definitions and Interpretation. This letter shall be interpreted as follows:






	 	•	 	“Senior executive officer” means the Company’s “senior executive officers”
as defined in subsection 111(a)(1) of EESA.
	 
	 	•	 	“Golden parachute payment” is used with same meaning as in Section 111(a)(2)
of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008, as amended by
the American Recovery and Reinvestment Act of 2009, (the “ARRA”) and rules,
regulations, guidance or other requirements issued thereunder or agreement,
between the Company and Treasury with respect thereto (the “EESA
Restrictions”).
	 
	 	•	 	The term “Company” includes any entities treated as a single employer with
the Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
are also delivering a waiver pursuant to the Participation Agreement, and, as
between the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.
	 
	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be
interpreted, administered and construed to, comply with Section 111 of EESA and
the EESA Restrictions (and, to the maximum extent consistent with the
preceding, to permit operation of the Benefit Plans in accordance with their
terms before giving effect to this letter).






	 	(5)	 	Miscellaneous. To the extent not subject to federal law, this letter will be
governed by and construed in accordance with the laws of Tennessee. This letter may be
executed in two or more counterparts, each of which will be deemed to be an original. A
signature transmitted by facsimile or portable document format (“.pdf”) form will be
deemed an original signature.




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Dianne Scroggins

February 27, 2009

Page 3




The Board appreciates the concessions you are making and looks forward to your continued leadership
during these financially turbulent times.



Yours sincerely,




Community First, Inc.




	 	 	 	 	 
	By:  /s/
Marc R. Lively

	 
	Name:

	 	 

Marc R. Lively
	 	 
	Title:

	 	President and Chief Executive Officer	 	 






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Dianne Scroggins

February 27, 2009

Page 4




Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth
below.



/s/  Dianne
Scroggins

Dianne Scroggins

Date: February 27, 2009



cc: Dianne Scroggins, via Hand Delivery





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Appendix A



Community First, Inc. 2005 Stock Incentive Plan, as amended, including all equity awards thereunder



Community First, Inc. Stock Option Plan, including all equity awards thereunder



Amended and Restated Employment Agreement, dated as of June 30, 2008, with Marc R. Lively



Change in Control Agreement, dated as of July 18, 2008, with Michael J. Saporito



Change in Control Agreement, dated as of July 18, 2008, with Carl B. Campbell



Change in Control Agreement, dated as of July 18, 2008, with Dianne Scroggins



Community First Bank and Trust 2006 Management Incentive Compensation Plan



Community First Bank and Trust Supplemental Executive Retirement Plan (including Participation
Agreements)