Letter Agreement

EXHIBIT 10.1

     

     

    December
      11, 2005

     

    


    R.
      Douglas Hutcherson

    2101
      Brevard Court

    Lexington,
      Kentucky 40513

    


    Dear
      Doug:

    


    We
      are
      parties to a certain Employment Agreement (herein so called), dated December
      1,
      2003, as amended, pursuant to which you are employed as the President and CEO
      of
      First Security Bancorp, Inc. and First Security Bank of Lexington, Inc.
      Capitalized terms used herein that are defined in that Employment Agreement
      have
      the meanings given them in the Employment Agreement. 

     

    The
      Employment Agreement contains, among other things, the obligation of the Bank
      to
      pay you certain severance benefits upon the termination of your employment
      and
      your obligation not to compete with the Bank for a period following the
      termination of your employment. The amount of the severance payment to which
      you
      are entitled under the Employment Agreement increases if the termination of
      your
      employment occurs in connection with a Change in Control, as defined in the
      Employment Agreement.

     

    We
      acknowledge and agree that a portion of the severance to which you are entitled
      under the Employment Agreement is in consideration of your post-termination
      obligations under the Employment Agreement (specifically, your non-compete
      and
      confidentiality covenants). We also acknowledge that the balance of the
      severance to which you are entitled could be subject to Section 280G of the
      Internal Revenue Code of 1986, as amended, to the extent it is payable at or
      following a Change in Control. We agree that it is to our mutual benefit and
      advantage that under no circumstances should such payment be in an amount which
      would constitute a “parachute payment” under that section. Accordingly, we agree
      that your Employment Agreement shall be amended, effective immediately, to
      add
      the following new section:

     

    No
      Parachute Payment.
      It is
      the intention of the parties that no payment to be made to Executive under
      this
      Agreement will constitute a “parachute payment” within the meaning of 17 USC
      Section 280G of the Internal Revenue Code of 1986, as amended. If, and only
      if,
      any payment to which Executive is entitled under this Agreement would otherwise
      constitute a “parachute payment”, then the amount of the payment to which
      Executive shall be entitled under this Agreement shall be reduced to the nearest
      dollar necessary in order for the payments made under this Agreement not to
      constitute a “parachute payment” within the meaning of 17 USC Section 280G of
      the Internal Revenue Code of 1986, as amended. The parties agree to cooperate
      and consult with one another in connection with any inquiry regarding whether
      any adjustment may be required and to reach a consensus before any adjustment
      is
      made pursuant to this Section. 

     

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Please
      execute this letter in the space provided below to evidence your agreement
      to
      the foregoing.

    


    FIRST
      SECURITY BANK OF LEXINGTON, INC.

    


    By
      /s/
      Julian E.
      Beard                    Date:
      December 11, 2005

    Title
      Chairman                    
                 

    


    FIRST
      SECURITY BANCORP, INC.

    


    

      By
        /s/
        Julian E.
        Beard                    Date:
        December 11, 2005

      Title
        Chairman                    
                   

      
 

    

    /s/
      R.
      Douglas Hutcherson                    Date:
      December 11, 2005

    R.
      Douglas Hutcherson