exv10w9



 





Exhibit 10.9




DIRECTOR’S COMPENSATION AGREEMENT




     This Agreement is entered into this first day of January, 1981, between FIRST FEDERAL SAVINGS,
200 N. Second Street, Clarksville, Tennessee 37040 (herein referred to as the “Bank”) and JACK G.
MILLER, 2461 Memorial Drive Ext., Clarksville, Tennessee 37040 (herein referred to as the
“Director”).



WITNESSETH




     WHEREAS, the Bank recognizes that the competent and faithful efforts of Director on behalf of
the Bank have contributed significantly to the success and growth of the Bank; and



     WHEREAS, the Bank values the efforts, abilities and accomplishments of the Director and
recognizes that his services are vital to its continued growth and profits in the future; and



     WHEREAS, the Bank desires to compensate the Director and retain his services for five years, if elected, to serve on the Board of Directors. Such compensation is set forth below; and




     WHEREAS, the Director, in consideration of the foregoing, agrees to continue to serve as a
Director, if elected,



     NOW, THEREFORE, it is mutually agreed as follows:




	 	1.	 	Compensation. The Bank agrees to pay Director the total sum of $144,600
payable in monthly installments of $1,205 for 120 consecutive months, commencing on the
first day of the month following Director’s 65th birthday. Payments to the Director
will terminate when the 120 payments have been made or at the time of the Director’s
death, whichever occurs first.
	 
	 	2.	 	Death of Director Before Age 65. In the event Director should die
before reaching age 65, the Bank agrees to pay to Director’s beneficiary designated in
writing to the Bank, the sum of $1,205 per month for 120, consecutive months. Payments
will begin on the first day of the month following Director’s death.
	 
	 	3.	 	Death of Director After Age 65. If the Director dies after age 65
prior to receiving the full 120 monthly, installments, the remaining monthly
installments will be paid to the Director’s designated beneficiary (ies). The
beneficiary (ies) shall receive all remaining monthly installments which the Director
would have received until the total sum of $144,600 set forth in paragraph “1” is paid.
If the Director fails to designate a beneficiary in writing to the Bank, the balance of
monthly installments remaining at the time of his death shall be paid to the legal
representative of the estate of the Director.
	 
	 	4.	 	Termination of Service as A Director. If the Director, for any reason
other than death, fails to serve five consecutive years am a Director, he will receive
monthly compensation beginning at age 65 on the basis that the number of full months




1









 






	 	 	 	served bears to the required number of 60 months times the compensation stated in
paragraph “1”. For example, if the Director serves only 36 months, he will be
entitled to 36/60 or 60 % of the compensation stated in paragraph “2”.
	 
	 	5.	 	Suicide. No payments will be made to the
Director’s beneficiary(ies) or
to his estate in the event of death by suicide during the first three years of this
agreement.
	 
	 	6.	 	Status of Agreement. This agreement does not constitute a contract of
employment between the parties, nor shall any provision of this agreement restrict the
right of the Bank’s Shareholders to replace the Director or the right of the Director
to terminate his service.
	 
	 	7.	 	Binding Effect. This agreement shall be binding upon the parties
hereto and upon the successors and assigns of the Bank, and upon the heirs and legal
representatives of the Director.
	 
	 	8.	 	Interruption of Service. The service of the Director shall not be deemed
to have been terminated or interrupted due to his absence from active service on
account of illness, disability, during any authorized vacation or during temporary
leaves of absence granted by the Bank for reasons of professional advancement,
education, health or government service, or during military leave for any period if the
Director is elected to serve on the Board following such interruption.
	 
	 	9.	 	Forfeiture of Compensation by Competition. The Director agrees that
all rights to compensation following age 65 shall be forfeited by him if he engages in
competition with the Bank, without the prior written consent of the Bank, within a
radius of 50 mites of the main office of the Bank for a period of ten years, coinciding
with the number of years that the Director shall receive such compensation.
	 
	 	10.	 	Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any beneficiary or designee of the Director
and any attempt to anticipate, sell, transfer, assign, pledge, encumber or change
Director’s right to receive compensation, shall be void.
	 
	 	11.	 	Status of Directors Rights. The rights granted to the Director or any
designee or beneficiary under this Agreement shall be solely those of an unsecured
creditor of the Bank.
	 
	 	12.	 	Amendments. This Agreement may be amended only by a written Agreement
signed by the parties.
	 
	 	13.	 	If the Bank shall acquire an insurance policy or any other asset in connection
with the liabilities assumed by it hereunder, it is expressly understood and agreed
that neither Director nor any beneficiary of Director shall have any right with respect




2









 






	 	 	 	to, or claim against, such policy or other asset except as expressly provided by the
terms of such policy or in the title to such other asset. Such policy or asset shall
not be deemed to be head under any trust for the benefit of Director or his
beneficiaries or to be held in any way as collateral security for the fulfilling of
the obligations of the Bank under this Agreement except as may be expressly provided
by the terms of such policy or other asset. It shall be and remain a general,
unpledged, unrestricted asset of the Bank.
	 
	 	14.	 	This agreement shall be construed under and governed by the laws of the State
of Tennessee.
	 
	 	15.	 	Interpretation. Wherever appropriate in this Agreement, words used in
the singular shall include the plural and the masculine shall include the feminine
gender.
	 
	 	16.	 	Period of Economic Hardship. If, in any year, payments made under this
Agreement would, in the sole judgment of the Board of Directors, create economic
hardship for the Bank’s Depositors, the Board of Directors has full authority to
postpone such payments.





     IN WITNESS HEREOF, the parties have signed this Agreement the day and year above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	FIRST FEDERAL SAVINGS BANK
	 
	 	 	 	 	 	 	 	 
	(seal)

	 	 	 	By:
	 	/s/ James T. Mann, Jr.	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	James T. Mann, Jr., President	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Jack G. Miller	 	 
	 	 	 	 	 	 	 	 	 
	Witness

	 	 	 	 	 	Jack G. Miller, Director	 	 







3










 





DIRECTOR’S COMPENSATION AGREEMENT




     This Agreement is entered into this first day of’ July, 1981, between FIRST FEDERAL SAVINGS,
200 North Second St., Clarksville, Tennessee 37040 (herein referred to as the “Bank”) and DAVID W.
HOWARD, III, Rt. 2, Box 131, Clarkesville, Tennessee 37040 (herein referred to as the “Director”).



WITNESSETH




     WHEREAS, the Bank recognizes that the competent and faithful efforts of Director on behalf of
the Bank have contributed significantly to the success and growth of the Bank; and



     WHEREAS, the Bank values the efforts, abilities and accomplishments of the Director and
recognizes that his services are vital to its continued growth and profits in the future; and



     WHEREAS, the Bank desires to compensate the Director and retain his services for five years,
if elected, to serve on the Board of Directors. Such compensation is set forth below; and



     WHEREAS, the Director, in consideration of the foregoing, agrees to continue to serve as a
Director, if elected,



     NOW, THEREFORE, it is mutually agreed as follows




	 	1.	 	Compensation. The Bank agrees to pay Director the total sum of $152,160
payable in monthly installments of $1,268 for 120 consecutive months, commencing on the
first day of the month following Director’s 65th birthday. Payments to the Director
will terminate when the 120 payments have been made or at the time of the Director’s
death, whichever occurs first.
	 
	 	2.	 	Death of Director Before Age 65. In the event Director should die
before reaching age 65, the Bank agrees to pay to Director’s beneficiary designated in
writing to the Bank, the sum of $1,268 per month for 220 consecutive months. Payments
will begin on the first day of the month following Director’s death.
	 
	 	3.	 	Death of Director After Age 65. If the Director does after age 65,
prior to receiving the full 120 monthly, installments, the remaining monthly
installments will be paid to the Director’s designated beneficiary(ies). The
beneficiary(ies) shall receive all remaining monthly installments which the Director
would have received until the total sum of $152,160 set forth in paragraph “1” is paid.
If the Director fails to designate a beneficiary in writing to the Bank, the balance of
monthly installments remaining at the time of his death shall be paid to the legal
representative of the estate of the Director.




1









 






	 	4.	 	Termination of Service as a Director. If the Director, for any reason
other than death, fails to serve five consecutive years as a Director, he will receive
monthly compensation beginning at age 65 on the basis that the number of full months
served bears to the required number of 60 months times the compensation stated in
paragraph “1”. For example, if the Director serves only 36 months, he will be entitled
to 36/60 or 60 % of the compensation stated in paragraph “l”.
	 
	 	5.	 	Suicide. No payments will be made to the Director’s beneficiary(ies)
or to his estate in the event of death by suicide during the first three years of this
agreement.
	 
	 	6.	 	Status of Agreement. This agreement does not constitute a contract of
employment between the parties, nor shall any provision of this agreement restrict the
right of the Bank’s Shareholders to replace the Director or the right of the Director
to terminate his service.
	 
	 	7.	 	Binding Effect. This agreement shall be binding upon the parties hereto
and upon the successors and assigns of the Bank, and upon the heirs and legal
representatives of the Director.
	 
	 	8.	 	Interruption of Service. The service of the Director shall not be deemed to have been terminated or interrupted due to his absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank for reasons of professional
advancement, education, health or government service, or during military leave for
any period if the Director is elected to serve on the Board following such
interruption.
	 
	 	9.	 	Forfeiture of Compensation by Competition. The Director agrees that
all rights to compensation following age 65 shall be forfeited by him if he engages in
competition with the Bank, without the prior written consent of the Bank, within a
radius of 50 miles of the main office of the Bank for a period of ten years, coinciding
with the number of years that the Director shall receive such compensation.
	 
	 	10.	 	Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any beneficiary or designee of’ the
Director and any attempt to anticipate, sell, transfer, assign, pledge, encumber or
change Director’s right to receive compensation, shall be void.
	 
	 	11.	 	Status of Directors Rights. The rights granted to the Director or any
designee or beneficiary under this Agreement shall be solely those of an unsecured
creditor of the Bank.
	 
	 	12.	 	Amendments. This Agreement may be amended only by a written Agreement
signed by the parties.




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	 	13.	 	If the Bank shall acquire an insurance policy or any other asset in connection
with the liabilities assumed by it hereunder, it is expressly understood and agreed
that neither Director nor any beneficiary of Director shall have any right with respect
to, or claim against, such policy or other asset except as expressly provided by the
terms of such policy or in the title to such other asset: Such policy or asset shall
not be deemed to be held under any trust for the benefit of Director or his
beneficiaries or to be held in any way as collateral security for the fulfilling of
the obligations of the Bank under this Agreement except as may be expressly provided by
the terms of such policy or other asset. It shall be, and remain, a general, unpledged,
unrestricted asset of the Bank.
	 
	 	14.	 	This agreement shall be construed under and governed by the laws of the State of
Tennessee.
	 
	 	15.	 	Interpretation. Wherever appropriate in this Agreement, words used in
the singular shall include the plural and the masculine shall include the feminine
gender.
	 
	 	16.	 	Period of Economic Hardship. If, in any year, payments made under this
Agreement would, in the sole judgment of the Board of Directors, create economic
hardship for the Bank’s Depositors, the Board of Directors has full authority to
postpone such payments.





     IN WITNESS HEREOF, the parties have signed this Agreement the day and year above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	FIRST FEDERAL SAVINGS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	(SEAL)

	 	 	 	BY
	 	/s/ James T. Mann
 

JAMES T. MANN, PRESIDENT
	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 

Witness

	 	 
	 	 	 	/s/ David W. Howard
 

DAVID W. HOWARD, III, DIRECTOR
	 	 







3









 





DIRECTOR’S COMPENSATION AGREEMENT




     This Agreement is entered into this first day of January, 1986, between FIRST FEDERAL SAVINGS
BANK, 200 N. Second Street, Clarksville, Tennessee 37040 (herein referred to as the “Bank”) and
DAVID W. HOWARD, III, Rt. 2, Box 131, Clarksville, Tennessee, 37040 (herein referred to as the
“Director”).



WITNESSETH




     WHEREAS, the Bank recognizes that the competent and faithful efforts of Director on behalf of
the Bank have contributed significantly to the success and growth of the Bank; and



     WHEREAS, the Bank values the efforts, abilities and accomplishments of the Director and
recognizes that his services are vital to its continued growth and profit sin the future; and



     WHEREAS, the Bank desires to compensate the Director and retain his services for five years,
if elected, to serve on the Board of Directors. Such compensation is set forth below; and



     WHEREAS, the Director in consideration of the foregoing, agrees to continue to serve as a
Director, if elected,



     NOW, THEREFORE, it is mutually agreed as follows:




	 	1.	 	Compensation. The Bank agrees to pay Director the total sum of
$249,840 payable in monthly installments of $2,082 for 120 consecutive months, commencing on the
first day of the month following Director’s 65th birthday. Payments to the Director
will terminate when the 120 payments have been made or at the time of the Director’s
death, whichever occurs first.
	 
	 	2.	 	Death of Director Before Age 65. In the event Director should die
before reaching age 65, the Bank agrees to pay to Director’s beneficiary designated in
writing to the Bank, the sum of $2,082 per month for 120 consecutive months. Payments
will begin on the first day of the month following Director’s death.
	 
	 	3.	 	Death of Director After Age 65. If the Director dies after age 65
prior to receiving the full 120 monthly, installments, the remaining monthly
installments will be paid to the Director’s designated beneficiary(ies).The
beneficiary(ies) shall receive all remaining monthly installments which the Director
would have received until the total sum of $249,840 set forth in paragraph “1” is paid.
If the Director fails to designate a beneficiary in writing to the Bank, the balance of
monthly installments remaining at the time of his death shall be paid to the legal
representative of the estate of the Director.





1









 






	 	4.	 	Termination of Service As A Director. If the Director, for any reason
other than death, fails to serve five consecutive years as a Director, he will receive
monthly compensation beginning at age 65 on the basis that the number of full months
served bears to the required number of 60 months times the compensation stated in
paragraph “1”. For example, if the Director serves only 36 months, he will be entitled
to 36/60 or 60% of the compensation stated in paragraph “1”.
	 
	 	5.	 	Suicide. No payments will be made to the Director’s beneficiary(ies)
or to his estate in the event of death by suicide during the first three years of this
agreement.
	 
	 	6.	 	Status of Agreement. This agreement does not constitute a contract of
employment between the parties, nor shall any provision of this agreement restrict the
right of the Bank’s Shareholders to replace the Director or the right of the Director
to terminate his service.
	 
	 	7.	 	Binding Effect. This agreement shall be binding upon the parties here
to and upon the successors and assigns of the Bank, and upon the heirs and legal representatives of the Director.
	 
	 	8.	 	Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to his absence from active service on
account of illness, disability, during any authorized vacation or during temporary
leaves of absence granted by the Bank for reasons of professional advancement,
education, health or government service, or during military leave for any period if the
Director is elected to serve on the Board following such interruption.
	 
	 	9.	 	Forfeiture of Compensation by Competition. The Director agrees that all
rights to compensation following age 65 shall be forfeited by him if he engages in
competition with the Bank, without, the prior written consent of the Bank, within a
radius of 50 miles of the main office of the Bank for a period of ten years, coinciding
with the number of years that the Director shall receive such compensation.
	 
	 	10.	 	Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any beneficiary or designee of the Director
and any attempt to anticipate, sell, transfer, assign, pledge, encumber or change
Director’s right to receive compensation, shall be void.
	 
	 	11.	 	Status of Director’s Rights. The rights granted to the Director or any
designee or beneficiary under this Agreement shall be solely those of an unsecured
creditor of the Bank.
	 
	 	12.	 	Amendments. This Agreement may be amended only by a written Agreement
signed by the parties.










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	 	13.	 	If the Bank shall acquire an insurance policy or any other asset in connection
with the liabilities assumed by it hereunder, it is expressly understood and agreed
that neither Director nor any beneficiary of Director shall have any right with respect
to, or claim against, such policy or of asset except as expressly provided by the terms
of such policy or in the title to such other asset. Such policy or asset shall not be
deemed to be held under any trust for the benefit of Director or his beneficiaries or
to be held in any way as collateral security for the fulfilling of the obligations of
the Bank under this Agreement except as may be expressly provided by the terms of such
policy or other asset. It shall be, and remain, a general, unpledged, unrestricted
asset of the Bank.
	 
	 	14.	 	This agreement shall be construed under and governed by the laws of the State
of Tennessee.
	 
	 	15.	 	Interpretation. Wherever appropriate in this Agreement, words used in
the singular shall include the plural and the masculine shall include the feminine
gender.
	 
	 	16.	 	Period of Economic Hardship. If, in any year, payments made under this
Agreement would, in the sole judgment of the Board of Directors, create economic
hardship for the Bank’s Depositors, the Board of Directors has full authority to
postpone such payments.





     IN WITNESS HEREOF, the parties have signed this Agreement the day and year above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	FIRST FEDERAL SAVINGS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	(SEAL)

	 	 	 	By:
	 	/s/ James T. Mann	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	JAMES T. MANN, PRESIDENT	 	 
	/s/ [ILLEGIBLE]
 

Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ David W. Howard, III
 

David W. Howard, III, Director

	 	 	 	 	 	 	 	 







3









 





DIRECTOR’S COMPENSATION AGREEMENT




     This agreement is entered into this first day of July, 1993 between FIRST FEDERAL SAVINGS
BANK, 200 North Second Street, Clarksville, Tennessee 37040 (herein referred to as the “Bank”) and
DAVID W. HOWARD, III, 301 Smith Road, Clarksville, Tennessee, 37043 (herein referred to as the
“Director”).



WITNESSETH




     WHEREAS, the Bank recognizes that the competent and faithful efforts of the Director on behalf
of the Bank have contributed significantly to the success and growth of the Bank; and



     WHEREAS, the Bank values the efforts, abilities and accomplishments of the Director and
recognizes that his services are vital to its continued growth and profits in the future; and



     WHEREAS, the Bank desires to compensate the Director and retain his services for five years,
if elected, to serve on the Board of Directors. Such compensation is set forth below; and



     WHEREAS, the Director in consideration of the foregoing, agrees to continue to serve as a
Director, if elected,



     NOW, THEREFORE, it is mutually agreed as follows:




	 	1.	 	Compensation. The Bank agrees to pay the Director the total sum of
$210,000 payable in monthly installments of $1,750 for 120 consecutive months,
commencing on the first day of the month following the Director’s 65th birthday.
Payments to the Director will terminate when the 120 payments have been made or at the
time of the Director’s death, whichever occurs first.
	 
	 	2.	 	Death of Director Before Age 65. In the event the Director should die
before reaching age 65, the Bank agrees to pay the Director’s beneficiary designated in
writing to the Bank, the sum of $1,750 per month for 120 consecutive months. Payments
will begin on the first day of the month following the Director’s death.
	 
	 	3.	 	Death of Director After Age 65. If the Director dies after age 65
prior to receiving the full 120 monthly installments, the remaining monthly
installments will be ‘paid to the Director’s designated beneficiary(ies). The
beneficiary(ies) shall receive all the remaining monthly installments which the
Director would have received until the total sum of $210,000 set forth in paragraph,
“1” is paid. If the Director fails to designate a beneficiary in writing to the Bank,
the balance of monthly installments remaining at the time of his death shall be paid to
the legal representative of the estate of the Director.




1









 






	 	4.	 	Termination of Service As A Director. If the Director, for any reason
other than death, fails to serve five consecutive yearn as a Director, he will receive
monthly compensation beginning at age 65 on the basis that the number of full months
served bears to the required number of 60 months times the compensation stated in
paragraph “1”, For example, if the Director serves only 36 months he will be entitled
to 36/60 or 60% of the compensation stated in paragraph “1”.
	 
	 	5.	 	Suicide. No payments will be made to the Director’s beneficiary(ies)
or to his estate in the event of death by suicide during the first three years of this
agreement.
	 
	 	6.	 	Status of Agreement. This agreement does not constitute’ a contract of
employment between the parties, nor shall any provision of this agreement restrict the
right of the Bank’s Shareholders to replace the Director or the right of the Director
to terminate his service.
	 
	 	7.	 	Binding Effort. This agreement shall be binding upon the parties
hereto and upon the successors and assigns of the Bank, and upon the heirs and legal
representatives of the Director.
	 
	 	8.	 	Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to his absence from active service on
account of illness, disability, during any authorized vacation or during temporary
leaves of absence granted the Bank for reasons of professional advancement, education,
health or government service, or during military leave for any period if the Director
is elected to serve on the Board following such interruption.
	 
	 	9.	 	Forfeiture of Compensation by Competition. The Director agrees that
all rights to compensation following age 65 shall be forfeited by him if he engages in
competition with the Bank, without the prior written consent of the Bank, within a
radius of 50 miles of the main office of the Bank for a period of ten years, coinciding
with the number of years that the Director shall receive such compensation.
	 
	 	10.	 	Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any beneficiary, or designee of the
Director and any attempt to anticipate, sell, transfer, assign, pledge, encumber or
change Director’s right to receive compensation, shall be void.
	 
	 	11.	 	Status of Director’s Rights. The rights granted to the Director or any
designee or beneficiary under this Agreement shall be solely those of an unsecured
creditor of the Bank.
	 
	 	12.	 	Amendments. This Agreement may be amended only by a written Agreement
signed by the parties.




2









 







	 	13.	 	If the Bank shall acquire an insurance policy or any other asset in connection
with the liabilities assumed by it hereunder, it is expressly understood and agreed
that neither the Director nor any beneficiary of Director shall have any right with
respect to, or claim against, such policy or other asset except as expressly provided
by the terms of such policy or in the title to such other asset. Such policy or asset
shall not be, deemed to be held under any trust for the benefit of Director or his
beneficiaries or to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under the Agreement except as may be expressly provided by the
terms of such policy or other asset. It shall be, and remain, a general, unpledged,
unrestricted asset of the Bank.
	 
	 	14.	 	This agreement shall be construed under and governed by the laws of the State
of Tennessee.
	 
	 	15.	 	Interpretation. Wherever appropriate in this Agreement, words used in
the singular shall include the plural and the masculine shall include the feminine
gender.
	 
	 	16.	 	Period of Economic Hardship. If in any year, payments made under this
Agreement would, in the sole judgment of the Board of Director’s, create economic
hardship for the Bank’s Depositors, the Board of Director’s has full authority to
postpone such payments.





     IN WITNESS HEREOF, the parties have signed this Agreement the day and year written above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	FIRST FEDERAL SAVINGS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ James T. Mann
 

JAMES T. MANN. PRESIDENT
	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGEBLE]
 

Witness

	 	 
	 	 	 	/s/ David W. Howard
 

DAVID W. HOWARD, III DIRECTOR
	 	 







3