Master Plan


    EXHIBIT
      10.24

     

    CITIZENS
      FINANCIAL CORPORATION

    MASTER
      CASH BONUS PERFORMANCE PLAN

    


    1. Purpose
      and Effective Date.
      The
      Plan was adopted by the Board, effective August 11, 2005, for the purpose of
      assisting the Corporation in attracting and retaining certain key employees
      who
      are in a position to make a significant contribution to the growth and
      profitability of the Corporation by providing a reward for performance and
      incentive for future endeavor. 

     

    2. Definitions.
      In this
      Plan, the following terms shall have the indicated meanings: 

     

    A. “Award”
      means,
      for any Participant, a document setting forth specific information regarding
      the
      Participant’s opportunity to receive a Bonus Payment under this Plan to the
      Participant signed in behalf of the Committee. 

     

    B. “Board”
      the
      Corporation’s Board of Directors. 

     

    C. “Bonus
      Payment”
      means
      an amount payable to a Participant pursuant to the terms of this Plan and the
      Participant’s Award. 

     

    D. “Code”
      means
      the Internal Revenue Code of 1986, as amended.

     

    E. “Committee”
      means a
      committee of the Board consisting of at least three (3) members of the Board,
      duly authorized by the Board to administer the Plan, who (i) are not eligible
      to
      participate in the Plan, and (ii) are “outside directors” (within the meaning of
      Code Section 162(m). 

     

    F. “Corporation”
      means
      Citizens Financial Corporation, with its principal place of business at Suite
      300, The Marketplace, 12910 Shelbyville Road, Louisville, Kentucky 40253-6149.
      

     

    G. “Participant”
      means
      any executive officer or key employee of the Corporation who, as determined
      by
      the Committee in its sole discretion, is in a position to make a significant
      contribution to the growth and profitability of the Corporation. 

     

    H. “Plan”
      means
      the Citizens Financial Corporation Master Cash Bonus Performance Plan, as set
      forth herein and as amended from time to time. 

     

    I. “Year”
      means,
      for any Participant, a period of 12 months beginning and ending on the dates
      set
      forth in the related Award. 

     

    3. Eligibility.
      Each
      executive officer and key employee of the Corporation who is recommended by
      the
      Chief Executive Officer, selected by the Committee and approved by the Board
      is
      eligible to participate in the Plan and receive an Award pursuant to the terms
      and conditions set forth herein. Members of the Board are eligible to receive
      Awards under the Plan but any member who does shall not participate in
      the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Committee’s
      administration of the Plan nor the
      Committee’s selection or the Board’s approval of the Participants to whom Awards
      will be made or the formulae for such Awards.

     

    4. Plan
      Administration.

     

    A. Committee
      Administration.
      The
      Plan shall be administered by the Committee. The Committee shall select the
      Participants and the award formulae and otherwise be responsible for the
      administration of the Plan, in accordance with its terms. The Committee shall
      have the authority to construe and interpret the Plan and any agreement or
      other
      document relating to any Bonus Payment under the Plan, may adopt rules and
      regulations governing the administration of the Plan, and shall exercise all
      other duties and powers conferred on it by the Plan, or that are incidental
      or
      ancillary thereto that it considers appropriate and in the Corporation’s best
      interest. The interpretation of any provision of the Plan by the Committee
      shall
      be final, conclusive and binding upon all persons, and the officers of the
      Corporation shall place into effect and shall cause the Corporation to perform
      its obligations under the Plan in accordance with the Committee’s
      determinations. A majority (but not fewer than two) of the members of the
      Committee shall constitute a quorum. The vote of a majority (but not fewer
      than
      two) of those present at a meeting at which a quorum is present or the unanimous
      written consent of the Committee shall constitute action by the Committee.
      

     

    B. Authority
      to Change Terms and Conditions of Awards.
      Without
      limiting the Committee’s authority under other provisions of the Plan, but
      subject to any express limitation of the Plan and any Award, the Committee
      shall
      have the authority to accelerate a Bonus Payment and to waive restrictive
      conditions for a Bonus Payment (including forfeiture conditions but not award
      formulae), in such circumstances as the Committee deems appropriate.


     

    5. Awards.
      The
      Committee shall prepare an Award for each Participant and shall deliver a copy
      of such Award signed in behalf of the Committee to the Participant.


     

    6. Determination
      of Bonus Payment.

     

    A. Basis
      for Determination.
      The
      Bonus Payment for each Participant shall be determined by the Committee in
      accordance with the terms and conditions of the Participant’s Award and
      financial information acceptable to the Committee. 

     

    B. Maximum
      Annual Bonus Payment.
      No
      Participant may receive a Bonus Payment with respect to any Year in excess
      of
      any maximum amount set forth for such Year in his or her Award.

     

    C. Employment
      Termination.
      Subject
      to the terms of a Participant’s Award, the Committee shall have sole discretion
      to determine whether a prorated Bonus Payment may be paid to a Participant
      whose
      employment with the Corporation terminates during a Year for which the
      Participant eligible for a Bonus Payment. 

     


    
      
        
        

      

      
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    7. Payment
      of Bonus Payments.

     

    A. Time
      and Method of Payment.
      Distribution of a Bonus Payment shall be made to a Participant in a single
      sum
      cash payment as soon as administratively practicable after the end of the Year
      (or lesser period) to which the Bonus Payment relates and in any event not
      later
      than two and one-half months after the end of such Year (or lesser period).
      

     

    B. Withholding.
      The
      Corporation shall have the right to withhold from any Bonus Payment any taxes
      required by law to be withheld with respect to such payments. 

     

    C. Offsets.
      As a
      condition to eligibility for a Bonus Payment, each Participant consents to
      the
      deduction from the Bonus Payment of any amounts owed by the Participant to
      the
      Corporation to the extent permitted by applicable law. 

     

    D. $1,000,000
      Compensation Limit.
      Notwithstanding any other provision of this Plan or any Award, no Bonus Payment
      shall be paid to a Participant to the extent the payment would cause the
      Participant to have compensation from the Corporation and its affiliated
      companies for any year in excess of $1,000,000 and which is nondeductible by
      the
      Corporation and its affiliated companies pursuant to Code Section 162(m). Any
      Bonus Payment, or portion thereof, not payable because of this limitation shall
      be paid to the Participant in the first subsequent year in which the payment
      would not cause the loss of the Corporation’s or its affiliated companies’
      compensation tax deduction. 

     

    8. Plan
      Amendment and Termination.
      Although it is the present intention of the Corporation to continue the Plan
      in
      effect for an indefinite period of time, the Corporation reserves the right,
      by
      resolution of the Board, to amend or terminate the Plan at any time, in its
      sole
      discretion, provided that no such action shall adversely affect any Bonus
      Payment for the Year in which such resolution is adopted. 

     

    9. Notices.
      Notice
      required or permitted to be given by the Corporation to a Participant pursuant
      to the Plan shall be considered given when personally delivered or deposited
      in
      the United States mail, registered or certified, postage prepaid, addressed
      to
      the Participant, at the last address shown for the Participant on the
      Corporation’s records or subsequently provided in writing to the Corporation.


     

    10. Nonassignability.
      Except
      as otherwise provided in Section 7, no Bonus Payment shall be subject in any
      manner to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance or charge before actual receipt by the Participant or the payee.
      Any
      attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber
      or
      charge before receipt shall be void. 

     

    11. No
      Rights to Continued Employment.
      Nothing
      contained herein or in any Award confers upon any Participant the right to
      be
      retained in the service of the 

     


    
      
        
        

      

      
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    Corporation nor limits the right of the Corporation to
      discharge or otherwise deal with a Participant without regard to the existence
      of the Plan.


    12. Unfunded
      Plan.
      The
      Plan shall at all times be an unfunded payroll practice and no provision shall
      at any time be made with respect to segregating assets of the Corporation for
      payment of any Bonus Payment. No Participant or any other person shall have
      any
      interest in any particular assets of the Corporation by reason of the right
      to
      receive a Bonus Payment under the Plan and any such Participant or any other
      person shall have only the rights of a general unsecured creditor of the
      Corporation. 

     

    13. Severability.
      The
      invalidity or unenforceability of any provision of the Plan shall not affect
      the
      remaining provisions of the Plan and such invalid or unenforceable provision
      shall be stricken to the extent necessary to preserve the validity and
      enforceability of the Plan. 

     

    14. Governing
      Law.
      The
      Plan shall be governed and construed in accordance with the laws of the
      Commonwealth of Kentucky.

     

    15. Jurisdiction.
      As a
      condition to eligibility to receive a Bonus Payment, each Participant
      irrevocably consents to the exclusive jurisdiction of the courts of the
      Commonwealth of Kentucky and of any federal court located in Jefferson County,
      Kentucky in connection with any action or proceeding arising out of or relating
      to this Plan, any document or instrument delivered pursuant to or in connection
      with this Plan, or any breach of this Plan or any such document or
      instrument.

     

    THIS
      CERTIFIES that the Corporation has adopted this Plan effective as of the date
      specified above.

     

     

    
      	 	 	 
	 	CITIZENS
              FINANCIAL CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
              Darrell R. Wells
	 	
              

                     Darrell
              R. Wells    
	 	       
              Chairman, Board of Directors 


    

     

     

     

    
      
      

      
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