EXHIBIT 10.6
EMPLOYEE
AGREEMENT
AGREEMENT, entered into as of the 1st day of July, 2006,
to become effective January 1, 2007, between First Citizens
National Bank and First Citizens Bancshares, Inc. (collectively
"Employer"), and Ralph E. Henson (Executive). This Agreement
revokes all prior employment agreements between Employer and
Executive as of December 31, 2006, including, without limitation
that certain Executive Employment Agreement dated as of the 21st
day of April, 1993, between Employer and Executive.
1.
Employment.
The Employer agrees to continue to employ the Executive, and the
Executive agrees to continue to serve and be employed by the
Employer on the terms and conditions set forth herein.
2.
Term of Employment.
The term of this Agreement shall begin January 1, 2007 and shall
end December 31, 2010, provided this Agreement is not earlier
terminated pursuant to Section 7 below. Hours of service shall be
determined by Executive, but shall never be less than that
necessary to manage duties as described herein.
3.
Compensation.
a.
Base Salary. As compensation for services rendered by
Executive during the period of employment hereunder, Employer shall
pay Executive a base annual salary of One Hundred Thousand Dollars
($100,000.00), less income tax withholdings and other customary
employee deductions, (Base Salary.) The Base Salary shall be
payable in twenty-four (24) equal installments each year on the
first (1st) and fifteenth (15th) day of each calendar month.
b.
Benefits. Employer shall also provide benefits consisting of
the ESOP or any successor plan, 401(k) plan, and a monthly car
allowance sufficient to cover cost of business travel.
4.
Duties.
During the term hereof, the Executive shall render to Employer
such services of an advisory or consultative nature as Employer may
reasonably request in order that Employer may continue to have
benefit of Executive's experience and knowledge of Loan Portfolio
Management, specifically in the area of Problem Credits.
Duties shall include:
·
Assist Chief Credit Officer in the management and timely
elimination of material problem credits in a manner that represents
the best interests of First Citizens;
·
Management of OREO properties including efforts to market and
dispose of properties in a timely manner;
·
Support Chief Credit Officer with lending initiatives and
succession planning in areas of problem credits and OREO.
Executive shall also serve as a member of the Board of Directors
of First Citizens Bancshares, Inc. for such term(s) as he may be
elected by the Shareholders, and on the Board of Directors of First
Citizens National Bank for one year terms as appointed by the Board
of Directors of First Citizens Bancshares, Inc.
5.
Working Facilities.
Employer shall provide Executive appropriate furnished office
space within the Corporate Office facility located at One First
Citizens Place, Dyersburg, Tennessee. Executive shall be provided
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