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EXHIBIT 10.8
CITIZENS FIRST SAVINGS BANK
CHANGE IN CONTROL AGREEMENT
This Agreement is this 3rd day of January, 2005 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, Douglas E. Brandewie ("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
January
1, 2005, and shall continue for a period of 30 full calendar months
thereafter.
Commencing on June 1, 2005 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
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Agreement will expire on the third anniversary of this
Agreement.
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, the
Holding Company or any subsidiary or affiliate thereof vest. At the
Date of
Termination, such stock o
