EXHIBIT
10.4
EMPLOYEE
AGREEMENT
AGREEMENT, entered into as of the 28th day of December,
2007, to become effective January 1, 2008, between First Citizens
National Bank and First Citizens Bancshares, Inc. (collectively
"Employer"), and Katie S. Winchester (Executive). This Agreement
revokes all prior employment agreements between Employer and
Executive as of December 31, 2007, 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, 2008 and shall
end December 31, 2011, provided this Agreement is not earlier
terminated pursuant to Section 7 below. Hours of service shall be
as agreed upon between Executive and President & CEO, but shall
at a minimum consist of three full-time work days, plus such other
time as necessary to fulfill obligations incurred by community and
civic service commitments and such other assigned responsibilities
that may occur from time to time.
3.
Compensation.
a.
Base Salary. As compensation for services rendered by
Executive during the period of employment hereunder, Employer shall
pay to Executive a base annual salary of $181,047.85, less income
tax withholdings and other customary employee deductions, with
additional compensation in the amount of $18,952.15 payable
directly to Lincoln Benefit Life Company for premiums on
Executive's Long Term Care Insurance Policy. Should the amount of
future annual premiums on Executive's Long Term Care Insurance
increase or decrease, the resulting Base Salary shall be adjusted
accordingly such that Executive's total annual compensation shall
equal $200,000.00. 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.
Incentive Compensation. Executive's base annual salary shall
represent total compensation and shall not include participation in
Incentive Compensation Plans offered to other officers of First
Citizens National Bank.
c.
Benefits. Employer shall provide benefits consisting of
health insurance, ESOP Plan (or any successor plan to the ESOP
Plan), the 401(k) contributions Plan, and a monthly car allowance
sufficient to cover costs of business travel.
4.
Duties.
During the term hereof, services rendered to Employer by
Executive shall include the following:
·
Lead in development and implementation of a Strategic Plan that
incorporates both long and short-term planning goals;
·
Lend support and guidance to President & CEO in setting future
direction and development of the Bank;
·
Lead activities of the Board and work with Board members,
management and staff to accomplish strategic goals of the Company
in a timely and productive manner;
·
Conduct monthly Board meetings in a manner that ensures Board
members are well informed and educated on issues relevant to the
position and that busin
