exv10w8



 





Exhibit 10.8




FIRST FEDERAL SAVINGS BANK

EMPLOYMENT AGREEMENT




     THIS AGREEMENT (the “Agreement”), made this 29th day of November, 2007, by and between FIRST
FEDERAL SAVINGS BANK, Clarksville, Tennessee, a federally chartered savings bank (the “Bank”), JON
R. CLOUSER (the “Executive”), and FIRST ADVANTAGE BANCORP (the “Company”), a Tennessee corporation
and the holding company of the Bank, solely as guarantor.



     WHEREAS, Executive serves in a position of substantial responsibility; and



     WHEREAS, the Bank wishes to continue to assure the services of Executive for the period
provided in this Agreement; and



     WHEREAS, Executive is willing to continue to serve in the employ of the Bank during the term
of this Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and upon
the other terms and conditions provided for in this Agreement, the parties hereby agree as follows:



     1. Employment. The Bank will employ Executive as its Chief Lending Officer.
Executive will perform all duties and shall have all powers commonly incident to his position, or
which, consistent with his position as Chief Lending Officer, the Chief Executive Officer or the
Board of Directors of the Bank (the “Board”) delegates to Executive. Executive also agrees to
serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Bank and to
carry out the duties and responsibilities reasonably appropriate to those offices.



     2. Location and Facilities. The Bank will furnish Executive with the working
facilities and staff customary for executive officers with the titles and duties set forth in
Section 1 and as are necessary for him to perform his duties. The location of such facilities and
staff shall be at the principal administrative offices of the Bank, or at such other site or sites
customary for such offices.



     3. Term.




	 	a.	 	The term of this Agreement shall include: (i) the initial term, consisting of
the period commencing on the date of this Agreement (the “Effective Date”) and ending
on the third anniversary of the Effective Date, plus (ii) any and all extensions of the
initial term made pursuant to this Section 3.






	 	b.	 	Commencing on the first anniversary of the Effective Date and continuing on
each anniversary of the Effective Date thereafter, the disinterested members of the
Board may extend the Agreement term for an additional year, so that the remaining term
of the Agreement again becomes thirty-six (36) months, unless Executive elects not to
extend the term of this Agreement by giving written notice in accordance with Section
18 of this Agreement. The Board will review the Agreement and Executive’s performance
annually for purposes of determining whether to extend the Agreement term and will
include the rationale and results of its review in the minutes of its meeting. The
Board will notify Executive as soon as possible after its annual review whether it has
determined to extend the Agreement.




 









 











     4. Base Compensation.




	 	a.	 	For his services as Chief Executive Officer, the Bank agrees to pay Executive
an annual base salary at the rate of $135,000 per year, payable in accordance with
customary payroll practices.
	 
	 	b.	 	During the term of this Agreement, the Board will review the level of
Executive’s base salary at least annually, based upon factors deemed relevant, in order
to determine Executive’s base salary through the remaining term of the Agreement.





     5. Bonuses. Executive will participate in discretionary bonuses or other incentive
compensation programs that the Bank may sponsor for or award from time to time to senior management
employees.



     6. Benefit Plans. Executive will participate in life insurance, medical, dental,
pension, profit sharing, retirement and stock-based compensation plans and other programs and
arrangements that the Bank may sponsor or maintain for the benefit of its employees.



     7. Vacations and Leave.




	 	a.	 	Executive may take vacations and other leave in accordance with the Bank’s
policy for senior executives, or otherwise as approved by the Board.
	 
	 	b.	 	In addition to paid vacations and other leave, the Board may grant Executive a
leave or leaves of absence, with or without pay, at such time or times and upon such
terms and conditions as the Board, in its discretion, may determine.





     8. Expense Payments and Reimbursements. The Bank will reimburse Executive for all
reasonable out-of-pocket business expenses incurred in connection with his services under this
Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank.



     9. Loyalty and Confidentiality.




	 	a.	 	During the term of this Agreement, Executive will devote all his business time,
attention, skill, and efforts to the faithful performance of his duties under this
Agreement; provided, however, that from time to time, Executive may serve on the boards
of directors of, and hold any other offices or positions in, companies or organizations
that will not present any conflict of interest with the Bank or any of its subsidiaries
or affiliates, unfavorably affect the performance of Executive’s duties pursuant to
this Agreement, or violate any applicable statute or regulation. Executive will not
engage in any business or activity contrary to the business affairs or interests of the
Bank or any of its subsidiaries or affiliates.
	 
	 	b.	 	Nothing contained in this Agreement will prevent or limit Executive’s right to
invest in the capital stock or other securities or interests of any business dissimilar
from that of the Bank, or, solely as a passive, minority investor, in any business.
	 
	 	c.	 	Executive agrees to maintain the confidentiality of any and all information
concerning the operations or financial status of the Bank; the names or addresses of
any of its borrowers, depositors and other customers; any information concerning or
obtained from such customers; and any other information concerning the Bank or its
subsidiaries or affiliates to which he may be exposed during the course of his
employment. Executive further agrees that, unless




2









 












required by law or specifically permitted by the Board in writing, he will not
disclose to any person or entity, either during or subsequent to his employment, any
of the above-mentioned information which is not generally known to the public, nor
will he use the information in any way other than for the benefit of the Bank.



     10. Termination and Termination Pay. Subject to Section 11 of this Agreement,
Executive’s employment under this Agreement may be terminated in the following circumstances:




	 	a.	 	Death. Executive’s employment under this Agreement will terminate upon
his death during the term of this Agreement, in which event Executive’s estate will
receive the compensation due to Executive through the last day of the calendar month in
which his death occurred.
	 
	 	b.	 	Retirement. This Agreement will terminate upon Executive’s retirement
under the retirement benefit plan or plans in which he participates pursuant to Section
6 of this Agreement or otherwise.
	 
	 	c.	 	Disability.






	 	i.	 	The Board or Executive may terminate Executive’s employment
after having determined Executive has a Disability. For purposes of this
Agreement, “Disability” means the Executive is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months. The Board
will determine whether or not Executive is and continues to be permanently
disabled for purposes of this Agreement in good faith, based upon competent
medical advice and other factors that the Board reasonably believes to be
relevant. As a condition to any benefits, the Board may require Executive to
submit to physical or mental evaluations and tests as the Board or its medical
experts deem reasonably appropriate.






	 	ii.	 	In the event of his Disability, Executive will no longer be
obligated to perform services under this Agreement. The Bank will pay
Executive, as Disability pay, an amount equal to one hundred percent (100%) of
Executive’s rate of base salary in effect as of the date of his termination of
employment due to Disability. The Bank will make Disability payments on a
monthly basis commencing on the first day of the month following the effective
date of Executive’s termination of employment due to Disability and ending on
the earlier of: (A) the date he returns to full-time employment at the Bank in
the same capacity as he was employed prior to his termination for Disability;
(B) his death; (C) his attainment of age 65 or (D) the date this Agreement
would have expired had Executive’s employment not terminated by reason of
Disability. The Bank will reduce Disability payments by the amount of any
short- or long-term disability benefits payable to Executive under any other
disability programs sponsored by the Bank. In addition, during any period of
Executive’s Disability, the Bank will continue to provide Executive and his
dependents, to the greatest extent possible, with continued coverage under all
benefit plans (including, without limitation, retirement plans and medical,
dental and life insurance plans) in which Executive and/or his dependents
participated prior to his Disability on the same terms as if he remained
actively employed by the Bank.




3









 












	 	d.	 	Termination for Cause.






	 	i.	 	The Board may, by written notice to Executive in the form and
manner specified in this paragraph, immediately terminate his employment at any
time for “Cause.” Executive shall have no right to receive compensation or
other benefits for any period after termination for Cause, except for already
vested benefits. Termination for Cause shall mean termination because of
Executive’s:






	 	(1)	 	Personal dishonesty;
	 
	 	(2)	 	Incompetence;
	 
	 	(3)	 	Willful misconduct;
	 
	 	(4)	 	Breach of fiduciary duty involving personal
profit;
	 
	 	(5)	 	Intentional failure to perform stated duties;
	 
	 	(6)	 	Willful violation of any law, rule or regulation
(other than traffic violations or similar offenses) or final
cease-and-desist order; or
	 
	 	(7)	 	Material breach of any provision of this
Agreement.






	 	ii.	 	Notwithstanding the foregoing, Executive’s termination for
Cause will not become effective unless the Bank has delivered to Executive a
copy of a resolution duly adopted by the affirmative vote of a majority of the
entire membership of the Board, at a meeting of the Board called and held for
the purpose of finding that, in the good faith opinion of the Board (after
reasonable notice to Executive and an opportunity for Executive to be heard
before the Board with counsel), Executive engaged in the conduct described
above and specifying the particulars of this conduct.






	 	e.	 	Voluntary Termination by Executive. In addition to his other rights to
terminate under this Agreement, Executive may voluntarily terminate employment during
the term of this Agreement upon at least sixty (60) days prior written notice to the
Board. Upon Executive’s voluntary termination, he will receive only his compensation
and vested rights and benefits through the date of his termination. Following his
voluntary termination of employment under this Section 10(e), Executive will be subject
to the restrictions set forth in Section 10(g) of this Agreement for a period of one
(1) year from his termination date.
	 
	 	f.	 	Without Cause or With Good Reason.






	 	i.	 	In addition to termination pursuant to Sections 10(a) through
10(e), the Board may, by written notice to Executive, immediately terminate his
employment at any time for a reason other than Cause (a termination “Without
Cause”) and Executive may, by written notice to the Board, immediately
terminate this Agreement at any time within ninety (90) days following an event
constituting “Good Reason,” as defined below (a termination “With Good
Reason”).
	 
	 	ii.	 	Subject to Section 11 of this Agreement, in the event of
termination under this Section 10(f), Executive will receive his base salary as
of his termination date for the




4









 












remaining term of the Agreement, with such amount paid in one lump sum within
ten (10) calendar days of his termination. Executive will also continue to
participate in any benefit plans of the Bank that provide medical, dental and
life insurance coverage for the remaining term of the Agreement, under terms
and conditions no less favorable than the most favorable terms and conditions
provided to senior executives of the Bank during the same period or, if the
Bank cannot provide such coverage because Executive is no longer an employee,
the Bank will provide Executive with comparable coverage on an individual
policy basis; provided, however, that to the extent required under Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations issued thereunder, the aggregate payments received for such
insurance continuation coverage shall not exceed the applicable dollar
limitation under Section 402(g)(1)(B) of the Code for the year in which
Executive terminates employment.




	 	iii.	 	“Good Reason” exists if, without Executive’s express written
consent, the Bank materially breaches any of its obligations under this
Agreement. Without limitation, such a material breach will occur upon any of
the following:






	 	(1)	 	A material reduction in Executive’s
responsibilities or authority in connection with his employment with the
Bank;
	 
	 	(2)	 	Assignment to Executive of duties of a
non-executive nature or duties for which he is not reasonably equipped
by his skills and experience;
	 
	 	(3)	 	Failure of Executive to be nominated or
renominated to the Board to the extent Executive is a Board member prior
to the Effective Date;
	 
	 	(4)	 	A reduction in salary or benefits contrary to the
terms of this Agreement, or, following a Change in Control as defined in
Section 11 of this Agreement, any reduction in salary or material
reduction in benefits below the amounts Executive was entitled to
receive prior to the Change in Control;
	 
	 	(5)	 	Termination of incentive and benefit plans,
programs or arrangements, or reduction of Executive’s participation,
that is not applicable to other similarly situated participants and to
such an extent as to materially reduce their aggregate value below their
aggregate value as of the Effective Date;
	 
	 	(6)	 	A requirement that Executive relocate his
principal business office or his principal place of residence outside of
the area consisting of a thirty-five (35) mile radius from the current
main office and any branch of the Bank, or the assignment to Executive
of duties that would reasonably require such a relocation; or
	 
	 	(7)	 	Liquidation or dissolution of the Bank.






	 	iv.	 	Notwithstanding the foregoing, a reduction or elimination of
Executive’s benefits under one or more benefit plans, programs or arrangements
maintained by the Bank as part of a good faith, overall reduction or
elimination of such plans or benefits, applicable to all participants in a
manner that does not discriminate against Executive (except as such
discrimination may be necessary to comply with law), will not




5









 












constitute an event of Good Reason or a material breach of this Agreement,
provided that benefits of the same type or to the same general extent as
those offered under such plans prior to the reduction or elimination are not
available to other officers of the Bank or any affiliate under a plan or
plans in or under which Executive is not entitled to participate.




	 	v.	 	The parties to this Agreement intend for the payments to
satisfy the short-term deferral exception under Section 409A of the Code or, in
the case of health and welfare benefits, not constitute deferred compensation
(since such amounts are not taxable to Executive). However, notwithstanding
anything to the contrary in this Agreement, to the extent payments do not meet
the short-term deferral exception of Section 409A of the Code and, in the event
Executive is a “Specified Employee” (as defined herein) no payment shall be
made to Executive under this Agreement prior to the first day of the seventh
month following the Event of Termination in excess of the “permitted amount”
under Section 409A of the Code. For these purposes the “permitted amount”
shall be an amount that does not exceed two times the lesser of: (A) the sum of
Executive’s annualized compensation based upon the annual rate of pay for
services provided to the Company for the calendar year preceding the year in
which Executive has an Event of Termination, or (B) the maximum amount that may
be taken into account under a tax-qualified plan pursuant to Section 401(a)(17)
of the Code for the calendar year in which occurs the Event of Termination.
The payment of the “permitted amount” shall be made within sixty (60) days of
the occurrence of the Event of Termination. Any payment in excess of the
permitted amount shall be made to Executive on the first day of the seventh
month following the Event of Termination. “Specified Employee” shall be
interpreted to comply with Section 409A of the Code and shall mean a key
employee within the meaning of Section 416(i) of the Code (without regard to
paragraph 5 thereof), but an individual shall be a “Specified Employee” only if
the Company is a publicly-traded institution or the subsidiary of a
publicly-traded holding company.






	 	g.	 	Continuing Covenant Not to Compete or Interfere with Relationships.
Regardless of anything herein to the contrary, following a termination by the Bank or
Executive pursuant to Section 10(e) or 10(f):






	 	i.	 	Executive’s obligations under Section 9(c) of this Agreement
will continue in effect; and
	 
	 	ii.	 	During the period ending on the first anniversary of such
termination, Executive will not serve as an officer, director or employee of
any bank holding company, bank, savings association, savings and loan holding
company, mortgage company or other financial institution that offers products
or services competing with those offered by the Bank from any office within
thirty-five (35) miles from the main office or any branch of the Bank and,
further, Executive will not interfere with the relationship of the Bank, its
subsidiaries or affiliates and any of their employees, agents, or
representatives.






	 	h.	 	To the extent Executive is a member of the Board on the date of termination of
employment with the Bank, Executive will resign from the Board immediately following
such termination of employment with the Bank. Executive will be obligated to tender
this resignation




6









 












regardless of the method or manner of termination, and such resignation will not be
conditioned upon any event or payment.



     11. Termination in Connection with a Change in Control.




	 	a.	 	For purposes of this Agreement, a “Change in Control” means any of the
following events:






	 	i.	 	Merger: First Advantage Bancorp (the “Company”) merges
into or consolidates with another entity, or merges another corporation into
the Company, and as a result, less than a majority of the combined voting power
of the resulting corporation immediately after the merger or consolidation is
held by persons who were stockholders of the Company immediately before the
merger or consolidation;
	 
	 	ii.	 	Acquisition of Significant Share Ownership: There is
filed, or is required to be filed, a report on Schedule 13D or another form or
schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended, if the schedule discloses that
the filing person or persons acting in concert has or have become the
beneficial owner of 25% or more of a class of the Company’s voting securities,
but this clause (ii) shall not apply to beneficial ownership of Company voting
 shares held in a fiduciary capacity by an entity of which the Company directly
or indirectly beneficially owns 50% or more of its outstanding voting
securities;
	 
	 	iii.	 	Change in Board Composition: During any period of two
consecutive years, individuals who constitute the Company’s Board of Directors
at the beginning of the two-year period cease for any reason to constitute at
least a majority of the Company’s Board of Directors; provided, however, that
for purposes of this clause (iii), each director who is first elected by the
board (or first nominated by the board for election by the members) by a vote
of at least two-thirds (2/3) of the directors who were directors at the
beginning of the two-year period shall be deemed to have also been a director
at the beginning of such period; or
	 
	 	iv.	 	Sale of Assets: The Company or the Bank sells to a
third party all or substantially all of its assets.






	 	b.	 	Termination. If within the period ending one year after a Change in
Control, (i) the Bank terminates Executive’s employment without Cause, or (ii)
Executive voluntarily terminates his employment With Good Reason, the Bank will, within
ten calendar days of the termination of Executive’s employment, make a lump-sum cash
payment to him equal to three (3) times Executive’s average taxable compensation (as
reported on Form W-2) over the five (5) most recently completed calendar years (or
years of employment, annualized for partial years of employment, if less than five),
ending with the year immediately preceding the effective date of the Change in Control.
The cash payment made under this Section 11(b) shall be made in lieu of any payment
also required under Section 10(f) of this Agreement because of Executive’s termination
of employment; provided, however, Executive’s rights under Section 10(f) are not
otherwise affected by this Section 11. Following termination of employment, Executive
will also continue to participate in any benefit plans of the Bank that provide
medical, dental and life insurance coverage upon terms no less favorable than the most
favorable terms provided to senior executives. If the Bank cannot provide such
coverage because Executive is no longer an employee, the Bank will provide Executive
with




7









 












comparable coverage on an individual basis. The medical, dental and life insurance
coverage provided under this Section 11(b) shall cease upon the earlier of: (i)
Executive’s death; (ii) Executive’s employment by another employer other than one of
which he is the majority owner; or (iii) thirty-six (36) months after his
termination of employment. The parties to this Agreement intend for the payments to
satisfy the short-term deferral exception under Section 409A of the Code or, in the
case of health and welfare benefits, not constitute deferred compensation (since
such amounts are not taxable to Executive). However, notwithstanding anything to
the contrary in this Agreement, to the extent payments do not meet the short-term
deferral exception of Section 409A of the Code and, in the event Executive is a
“Specified Employee” (as defined herein) no payment shall be made to Executive under
this Agreement prior to the first day of the seventh month following the Event of
Termination in excess of the “permitted amount” under Section 409A of the Code. For
these purposes the “permitted amount” shall be an amount that does not exceed two
times the lesser of: (A) the sum of Executive’s annualized compensation based upon
the annual rate of pay for services provided to the Company for the calendar year
preceding the year in which Executive has an Event of Termination, or (B) the
maximum amount that may be taken into account under a tax-qualified plan pursuant to
Section 401(a)(17) of the Code for the calendar year in which occurs the Event of
Termination. The payment of the “permitted amount” shall be made within sixty (60)
days of the occurrence of the Event of Termination. Any payment in excess of the
permitted amount shall be made to Executive on the first day of the seventh month
following the Event of Termination. “Specified Employee” shall be interpreted to
comply with Section 409A of the Code and shall mean a key employee within the
meaning of Section 416(i) of the Code (without regard to paragraph 5 thereof), but
an individual shall be a “Specified Employee” only if the Company is a
publicly-traded institution or the subsidiary of a publicly-traded holding company.




	 	c.	 	The provisions of Section 11 and Sections 13 through 26, including the defined
terms used in such sections, shall continue in effect until the later of the expiration
of this Agreement or one year following a Change in Control.





     12. Indemnification and Liability Insurance.




	 	a.	 	Indemnification. The Bank agrees to indemnify Executive (and his
heirs, executors, and administrators), and to advance expenses related to this
indemnification, to the fullest extent permitted under applicable law and regulations
against any and all expenses and liabilities that Executive reasonably incurs in
connection with or arising out of any action, suit, or proceeding in which he may be
involved by reason of his service as an officer or director of the Bank or any of its
subsidiaries or affiliates (whether or not he continues to be an officer or director at
the time of incurring any such expenses or liabilities). Covered expenses and
liabilities include, but are not limited to, judgments, court costs, and attorneys’
fees and expenses, and the costs of reasonable settlements, subject to Board approval,
if the action is brought against Executive in his capacity as an officer or director of
the Bank or any of its subsidiaries. Indemnification for expenses will not extend to
matters related to Executive’s termination for Cause. Notwithstanding anything in this
Section 12(a) to the contrary, the Bank will not be required to provide indemnification
prohibited by applicable law or regulation. The obligations of this Section 12 will
survive the term of this Agreement by a period of six (6) years.
	 
	 	b.	 	Insurance. During the period for which the Bank must indemnify
Executive, the Bank will provide Executive (and his heirs, executors, and
administrators) with coverage under a




8









 












directors’ and officers’ liability policy at the Bank’s expense, that is at least
equivalent to the coverage provided to directors and senior executives of the Bank.



     13. Reimbursement of Executive’s Expenses to Enforce this Agreement. The Bank will
reimburse Executive for all out-of-pocket expenses, including, without limitation, reasonable
attorneys’ fees and expenses, incurred by Executive in connection with his successful enforcement
of the Bank’s obligations under this Agreement. Successful enforcement means the grant of an award
of money or the requirement that the Bank take some specified action: (i) as a result of court
order; or (ii) otherwise following an initial failure of the Bank to pay money or take action
promptly following receipt of a written demand from Executive stating the reason that the Bank must
make payment or take action under this Agreement.



     14. Limitation of Benefits Under Certain Circumstances. If the payments and benefits
pursuant to Section 11 of this Agreement, either alone or together with other payments and benefits
Executive has the right to receive from the Bank, would constitute a “parachute payment” under
Section 280G of the Code, the payments and benefits pursuant to Section 11 shall be reduced or
revised, in the manner determined by Executive, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits under Section 11 being
non-deductible to the Bank pursuant to Section 280G of the Code and subject to the excise tax
imposed under Section 4999 of the Code. The Bank’s independent public accountants will determine
any reduction in the payments and benefits to be made pursuant to Section 11; the Bank will pay for
the accountant’s opinion. If the Bank and/or Executive do not agree with the accountant’s opinion,
the Bank will pay to Executive the maximum amount of payments and benefits pursuant to Section 11,
as selected by Executive, that the opinion indicates have a high probability of not causing any of
the payments and benefits to be non-deductible to the Bank and subject to the excise tax imposed
under Section 4999 of the Code. The Bank may also request, and Executive has the right to demand
that the Bank request, a ruling from the Internal Revenue Service (“IRS”) as to whether the
disputed payments and benefits pursuant to Section 11 have such tax consequences. The Bank will
promptly prepare and file the request for a ruling from the IRS, but in no event will the Bank make
this filing later than thirty (30) days from the date of the accountant’s opinion referred to
above. The request will be subject to Executive’s approval prior to filing; Executive shall not
unreasonably withhold his approval. The Bank and Executive agree to be bound by any ruling
received from the IRS and to make appropriate payments to each other to reflect any IRS rulings,
together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the
Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits
to which Executive may be entitled upon termination of employment other than pursuant to Section 11
hereof, or a reduction in the payments and benefits specified in Section 11, below zero.



     15. Injunctive Relief. Upon a breach or threatened breach of Section 10(g) of this
Agreement or the prohibitions upon disclosure contained in Section 9(c) of this Agreement, the
parties agree that there is no adequate remedy at law for such breach, and the Bank shall be
entitled to injunctive relief restraining Executive from such breach or threatened breach, but such
relief shall not be the exclusive remedy for a breach of this Agreement. The parties further agree
that Executive, without limitation, may seek injunctive relief to enforce the obligations of the
Bank under this Agreement.




	 	16.	 	Successors and Assigns.






	 	a.	 	This Agreement shall inure to the benefit of and be binding upon any corporate
or other successor of the Bank which shall acquire, directly or indirectly, by merger,
consolidation, purchase or otherwise, all or substantially all of the assets or stock
of the Bank.




9









 












	 	b.	 	Since the Bank is contracting for the unique and personal skills of Executive,
Executive shall not assign or delegate his rights or duties under this Agreement
without first obtaining the written consent of the Bank.





     17. No Mitigation. Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise and no such payment
shall be offset or reduced by the amount of any compensation or benefits provided to Executive in
any subsequent employment.



     18. Notices. All notices, requests, demands and other communications in connection
with this Agreement shall be made in writing and shall be deemed to have been given when delivered
by hand or 48 hours after mailing at any general or branch United States Post Office, by registered
or certified mail, postage prepaid, addressed to the Bank at its principal business office and to
Executive at his home address as maintained in the records of the Bank.



     19. Source of Payments. All payments provided for under this Agreement shall be
timely paid in cash or check from the general funds of the Bank. The Company, however,
unconditionally guarantees payment and provision of all amounts and benefits due under this
Agreement. In the event the Bank does not pay such amounts or provide such benefits, they shall be
paid or provided by the Company.



     20. No Plan Created by this Agreement. Executive and the Bank expressly declare and
agree that this Agreement was negotiated among them and that no provision or provisions of this
Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or any other law or regulation, and
each party expressly waives any right to assert the contrary. Any assertion in any judicial or
administrative filing, hearing, or process that an ERISA plan was created by this Agreement shall
be deemed a material breach of this Agreement by the party making the assertion.



     21. Amendments. No amendments or additions to this Agreement shall be binding unless
made in writing and signed by all of the parties, except as herein otherwise specifically provided.



     22. Applicable Law. Except to the extent preempted by federal law, the laws of the
State of Tennessee shall govern this Agreement in all respects, whether as to its validity,
construction, capacity, performance or otherwise.



     23. Severability. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any one provision shall not affect the validity or enforceability
of the other provisions of this Agreement.



     24 Headings. Headings contained in this Agreement are for convenience of reference
only.



     25 Entire Agreement. This Agreement, together with any modifications subsequently
agreed to in writing by the parties, shall constitute the entire agreement among the parties with
respect to the foregoing subject matter, other than written agreements applicable to specific
plans, programs or arrangements described in Sections 5 and 6.



     26 Required Provisions. In the event any of the foregoing provisions of this
Agreement conflict with the terms of this Section 26 this Section 26 shall prevail.



10









 






	 	a.	 	The Bank’s Board of Directors may terminate Executive’s employment at any time,
but any termination by the Bank, other than termination for Cause, shall not prejudice
Executive’s right to compensation or other benefits under this Agreement. Executive
shall not have the right to receive compensation or other benefits for any period after
termination for Cause as defined in Section 10(d) of this Agreement.
	 
	 	b.	 	If Executive is suspended from office and/or temporarily prohibited from
participating in the conduct of the Bank’s affairs by a notice served under Section
8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3)
or (g)(1), the Bank’s obligations under this Agreement shall be suspended as of the
date of service, unless stayed by appropriate proceedings. If the charges in the
notice are dismissed, the Bank may, in its discretion: (i) pay Executive all or part
of the compensation withheld while its contract obligations were suspended; and (ii)
reinstate (in whole or in part) any of the obligations which were suspended.
	 
	 	c.	 	If Executive is removed and/or permanently prohibited from participating in the
conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of
the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all
obligations of the Bank under this Agreement shall terminate as of the effective date
of the order, but vested rights of the contracting parties shall not be affected.
	 
	 	d.	 	If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations under this Agreement shall
terminate as of the date of default, but this paragraph shall not affect any vested
rights of the contracting parties.
	 
	 	e.	 	All obligations under this Agreement shall terminate, except to the extent
determined that continuation of the Agreement is necessary for the continued operation
of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or
his designee, at the time the Federal Deposit Insurance Corporation (FDIC) enters into
an agreement to provide assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section
1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director
(or his designee) approves a supervisory merger to resolve problems related to the
operations of the Bank or when the Bank is determined by the Director to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.
	 
	 	f.	 	Any payments made to Executive pursuant to this Agreement, or otherwise, are
subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and
FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.




11









 











     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on November 29, 2007.



	 	 	 	 	 
	ATTEST:	 	FIRST FEDERAL SAVINGS BANK
	 
	 	 	 	 
	/s/ Gail Baker

	 	By:
	 	/s/ Earl O. Bradley, III
	 

	 	 	 	 
	Witness	 	 	 	For the Entire Board of Directors
	 
	 	 	 	 
	 
	 	 	 	 
	WITNESS:	 	EXECUTIVE
	 
	 	 	 	 
	/s/ Gail Baker

	 	By:
	 	/s/ Jon R. Clouser
	 

	 	 	 	 
	 

	 	 	 	Jon R. Clouser







12