Exhibit 10
CITIZENS FIRST SAVINGS BANK
CHANGE IN CONTROL AGREEMENT
This Agreement is made this 1st day
of June, 2007 by and among Citizens First Savings Bank (the
“Bank”), a state chartered savings institution, with
its principal administrative offices at 525 Water Street, Port
Huron, Michigan 48060, Ronald DiCicco (“Executive”),
and Citizens First Bancorp, Inc. (the “Holding
Company’), a corporation organized under the laws of the
State of Delaware, which is the stock holding company of the
Bank.
WHEREAS, the Bank recognizes the
substantial contribution Executive is making to the Bank and wishes
to protect Executive’s position with the Bank for the period
provided in this Agreement; and
WHEREAS, Executive has agreed to
serve in the employ of a subsidiary of the Bank.
NOW, THEREFORE, in consideration of
the contribution and responsibilities of Executive, and upon the
other terms and conditions hereinafter provided, the parties hereto
agree as follows:
1.
TERM OF AGREEMENT .
The period of this Agreement shall be
deemed to have commenced on June 1, 2007, and shall continue
for a period of 36 full calendar months thereafter. Commencing on
June 1, 2008 and continuing on each June 1st thereafter, the
Holding Company’s Board of Directors (the
“Board”) may act to extend the term of this Agreement
for an additional year, such that the remaining term of this
Agreement would be three years, unless Executive elects not to
extend the term of this Agreement by giving written notice to the
Bank, in which case the term of this Agreement will expire on the
third anniversary of this Agreement.
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2.
CHANGE IN CONTROL .
(a) Upon the occurrence of a
Change in Control of the Bank or the Holding Company (as herein
defined) followed at any time during the term of this Agreement by
the termination of Executive’s employment in accordance with
the terms of this agreement, other than Termination for Cause, as
defined in Section 2(c) of this Agreement, the provisions of
Section 3 of this Agreement shall apply. Upon the occurrence
of a Change in Control, Executive shall have the right to elect to
voluntarily terminate his employment at any time during the term of
this Agreement following any demotion, loss of title, office or
significant authority, material reduction in his annual
compensation or benefits, or relocation of his principal place of
employment by more than fifty (50) miles from its location
immediately prior to the Change in Control; provided, however,
Executive may consent in writing to any such demotion, loss,
reduction or relocation. The effect of any written consent of
Executive under this Section 2(a) shall be strictly limited to the
terms specified in such written consent.
(b) For purposes of this
Agreement, a “Change in Control” shall mean an event of
a nature that: (i) would be required to be reported in
response to Item 1 (a) of the current report on Form 8-K,
as in effect on the date hereof, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”); or (ii) results in a Change in Control of the
Bank or the Holding Company within the meaning of the Bank Change
in Control Act and the Rules and Regulations promulgated by the
Federal Deposit Insurance Corporation (“FDIC”) at 12
C.F.R. '
303.4(a) with respect to the Bank and the applicable regulatory
authority with respect to the Holding Company, as in effect on the
date hereof; or (iii) results in a transaction requiring prior
FRB approval under the Bank Holding Company Act of 1956 and the
regulations promulgated
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thereunder by the FRB at 12. C.F.R. ' 225.11, as in effect
on the date hereof except for the Holding Company’s
acquisition of the Bank; or (iv) without limitation such a
Change in Control shall be deemed to have occurred at such time as
(A) any “person” (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Bank or the Holding Company representing 20% or more of the
Bank’s or the Holding Company’s outstanding securities
except for any securities of the Bank purchased by the Holding
Company in connection with the conversion of the Bank to the stock
form and any securities purchased by any tax-qualified employee
benefit plan of the Bank; or (B) individuals who constitute
the Board of Directors on the date hereof (the “Incumbent
Board”) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election was approved by a vote
of at least three-quarters (3/4) of the directors comprising the
Incumbent Board, or whose nomination for election by the Holding
Company’s stockholders was approved by the same Nominating
Committee serving under an Incumbent Board, shall be, for purposes
of this clause (B), considered as though he were a member of the
Incumbent Board; or (C) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the
Bank or the Holding Company or similar transaction occurs in which
the Bank or Holding Company is not the resulting entity; or (D)
solicitations of shareholders of the Holding Company, by someone
other than the current management of the Holding Company, seeking
stockholder approval of a plan of reorganization, merger or
consolidation of the Holding Company or Bank or similar transaction
with one or more corporations as a result of which the outstanding
shares of the class of securities then subject to the plan or
transaction are exchanged for or converted
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into
cash or property or securities not issued by the Bank or the
Holding Company shall be distributed; or (E) a tender offer is
made for 20% or more of the voting securities of the Bank or the
Holding Company.
(c) Executive shall not have the
right to receive termination benefits pursuant to Section 3 of
this Agreement upon Termination for Cause. The term
“Termination for Cause” shall mean termination because
of: 1) Executive’s personal dishonesty, willful misconduct,
breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law,
rule, regulation (other than traffic violations or similar
offenses), final cease and desist order or material breach of any
provision of this agreement which results in a material loss to the
Bank or the Holding Company, or 2) Executive’s conviction of
a crime or act involving moral turpitude or a final judgment
rendered against Executive based upon actions of Executive which
involve moral turpitude. For the purposes of this Section, no act,
or the failure to act, on executives part shall be
“willful” unless done, or omitted to be done, not in
good faith and without reasonable belief that the action or
omission was in the best interests of the Bank or its affiliates.
Notwithstanding the foregoing, Executive shall not be deemed to
have been Terminated for Cause unless and until there shall have
been delivered to him a Notice of Termination which shall include a
copy of a resolution duly adopted by the affirmative vote of not
less than a majority of the members of the Board at a meeting of
the Board called and held for that purpose (after reasonable notice
to Executive and an opportunity for him, together with counsel, to
be heard before the Board), finding that in the good faith opinion
of the Board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in
detail. Executive shall not have the right to receive compensation
or other benefits for
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any
period after Termination for Cause. During the period beginning on
the date of the Notice of Termination for Cause pursuant to
Section 4 of this Agreement through the Date of Termination,
stock options granted to Executive under any stock option plan
shall not be exercisable nor shall any unvested stock awards
granted to Executive under any stock-based incentive plan of the
Bank
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