exv10w3



 





Exhibit 10.3




FIRST ADVANTAGE BANCORP

EMPLOYMENT AGREEMENT




     THIS AGREEMENT (the “Agreement”), made this 29th day of November, 2007, by and between FIRST
ADVANTAGE BANCORP, a Tennessee corporation (the “Company”), and JOHN T. HALLIBURTON (“Executive”).



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



     WHEREAS, the Company wishes to assure Executive’s services for the term of this Agreement; and



     WHEREAS, Executive is willing to continue to serve in the employ of the Company 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 Company will employ Executive as its President. Executive will
perform all duties and shall have all powers commonly incident to his position, or which,
consistent with his position, the Chief Executive Officer or the Board of Directors of the Company
(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 Company and to carry out the duties and
responsibilities reasonably appropriate to those offices.



     2. Location and Facilities. The Company 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 Company and First Federal Savings
Bank (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 Company agrees to pay
Executive an annual base salary at the rate of $154,500 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 Company or 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 Company or the Bank may sponsor or maintain for the benefit of their
employees.



     7. Vacations and Leave.




	 	a.	 	Executive may take vacations and other leave in accordance with applicable
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 Company 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
Company.



     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 Company 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 Company 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 Company, 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 Company and its affiliates; the
names or addresses of any borrowers, depositors and other customers; any information
concerning or obtained from




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	 	 	 	such customers; and any other information concerning the Company or its affiliates
to which he may be exposed during the course of his employment. Executive further
agrees that, unless 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 Company or its affiliates.





     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 Company 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 Company 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 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
Company 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 Company. In addition, during any period of
Executive’s Disability, the Company 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 Company.




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	 	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 Company 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”).




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	 	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 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 Company
or 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
during the same period, or, if the Company or the Bank cannot provide such
coverage because Executive is no longer an employee, the Company or the Bank
will provide Executive with comparable coverage on an individual policy basis.






	 	iii.	 	“Good Reason” exists if, without Executive’s express written
consent, the Company 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 Company;
	 
	 	(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, 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 Company or the Bank, or the
assignment to Executive of duties that would reasonably require such a
relocation; or
	 
	 	(7)	 	Liquidation or dissolution of the Company.






	 	iv.	 	Notwithstanding the foregoing, a reduction or elimination of
Executive’s benefits under one or more benefit plans, programs or arrangements
maintained 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 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 




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	 	 	 	prior to the
reduction or elimination are not available to other officers of the Company
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 Company
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 Company, the Bank or their
affiliates from any office within thirty five (35) miles from the main office
or any branch of the Company, the Bank or their affiliates and, further,
Executive will not interfere with the relationship of the Company, the Bank or
their 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, Executive will resign from the Board immediately following such termination
of employment. Executive will be obligated to tender this resignation regardless of the
method or manner of termination, and such resignation will not be conditioned upon any
event or payment.




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     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: 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 sells to a third party all
or substantially all of its assets.






	 	b.	 	Termination. Subject to Section 26 of this Agreement, if, within the
period ending one year after a Change in Control, (i) the Company terminates
Executive’s employment without Cause, or (ii) Executive voluntarily terminates his
employment With Good Reason, the Company will, within ten calendar days of the
termination of Executive’s employment, make a lump-sum cash payment to him equal to
three 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 Company or 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 Company cannot provide such coverage because Executive is
no longer an employee, the Company will provide Executive with 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)




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	 	 	 	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 25, 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 Company 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 Company 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 Company or any of its subsidiaries or affiliates. 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 Company 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 Company must indemnify
Executive, the Company will provide Executive (and his heirs, executors, and
administrators) with coverage under a directors’ and officers’ liability policy, at the
Company’s expense, that is at least equivalent to the coverage provided to directors
and senior executives of the Company.




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     13. Reimbursement of Executive’s Expenses to Enforce this Agreement. The Company 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 Company’s
obligations under this Agreement. Successful enforcement means the grant of an award of money or
the requirement that the Company take some specified action: (i) as a result of court order; or
(ii) otherwise following an initial failure of the Company to pay money or take action promptly
following receipt of a written demand from Executive stating the reason that the Company 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 Company, 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 Company pursuant to Section 280G of the Code and subject to the excise tax
imposed under Section 4999 of the Code. The Company’s independent public accountants will
determine any reduction in the payments and benefits to be made pursuant to Section 11; the Company
will pay for the accountant’s opinion. If the Company and/or Executive do not agree with the
accountant’s opinion, the Company 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 Company and
subject to the excise tax imposed under Section 4999 of the Code. The Company may also request,
and Executive has the right to demand that the Company 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 Company will promptly prepare and file the request for a ruling from the
IRS, but in no event will the Company 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 Company 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 Company 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
Company 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 Company which shall acquire, directly or indirectly, by
merger, consolidation, purchase or otherwise, all or substantially all of the assets or
stock of the Company.




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	 	b.	 	Since the Company 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 Company.





     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 Company at its principal business office and
to Executive at his home address as maintained in the records of the Company.



     19. No Plan Created by this Agreement. Executive and the Company 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.



     20. 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.



     21. 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.



     22. 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.



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



     24. 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.



     25. Source of Payments. Notwithstanding any provision in this Agreement to the
contrary, to the extent payments and benefits, as provided for under this Agreement, are paid or
received by Executive under the Employment Agreement in effect between Executive and the Bank, the
payments and benefits paid by the Bank will be subtracted from any amount or benefit due
simultaneously to Executive under similar provisions of this Agreement. Payments will be allocated
in proportion to the level of activity and the time expended by Executive on activities related to
the Company and the Bank, respectively, as determined by the Company and the Bank.



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



	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	FIRST ADVANTAGE BANCORP
	 
	 	 	 	 	 	 	 	 
	/s/ Gail Baker
 

Witness

	 	 	 	By:
	 	/s/ Earl O. Bradley, III
 

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

	 	 	 	By:
	 	/s/ John T. Halliburton	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	John T. Halliburton	 	 







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