HOPFED BANCORP INC
EMPLOYMENT AGREEMENT
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<TYPE>EX-10.1
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<FILENAME>dex101.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT
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<TITLE>Employment Agreement</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.1 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B><U>EMPLOYMENT AGREEMENT </U></B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%;padding-bottom:3px;line-Height:95%; vertical-align:top"><FONT FACE="Times New Roman" SIZE="2">THIS AGREEMENT
is entered into as of the 12</FONT><FONT FACE="Times New Roman" SIZE="1"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2"> day of February, 2008, by and between HopFed Bancorp, Inc. (the &#147;Company&#148;) and Billy C. Duvall (the
&#147;Employee&#148;). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Employee serves in a position of substantial authority; and </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Company desires to ensure the Employee&#146;s services for the term of this Agreement ;and </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Employee is willing to continue to serve in the employ of the Company on the terms and conditions set forth below, and the Board of
Directors of the Company (the &#147;Board&#148;) has determined that such terms are reasonable and in the best interests of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">NOW, THEREFORE, it is AGREED as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>Employment</U>. The Employee is hereby employed by the Company as its Vice
President, Chief Financial Officer and Treasurer. Except to the extent that the President and Chief Executive Officer of the Company shall have delegated a portion of such authority to one or more other officers, as Vice President, Chief Financial
Officer and Treasurer of the Company the Employee shall (i)&nbsp;have custody of the Company&#146;s corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements; (ii)&nbsp;render to the President and Chief
Executive Officer and the Board (or, as appropriate, the Audit Committee of the Board) accounts of all transactions and of the financial condition and results of operations of the Company; and (iii)&nbsp;perform such other administrative and
management services for the Company as are currently rendered and as are customarily performed by persons situated in a similar executive capacity. The Employee shall also promote, by entertainment or otherwise, as and to the extent permitted by
law, the business of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Consideration from Company Joint, and Several Liability</U>. In lieu of paying the Employee a base
salary during the term of this Agreement, the Company hereby agrees that to the extent permitted by law, it shall be jointly and severally liable with its subsidiary, Heritage Bank (the &#147;Bank&#148;), for the payment of all amounts due under the
employment agreement of even date herewith between the Bank and the Employee. Nevertheless, the Board may in its discretion at any time during the term of this Agreement agree to pay the Employee a base salary for the remaining term of this
Agreement. If the Board agrees to pay such salary, the Board shall thereafter review, not less often than annually, the rate of the Employee&#146;s salary, and in its sole discretion may decide to increase his salary. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Discretionary Bonuses</U>. The Employee shall participate in an equitable manner with all other senior management employees of the Company in
discretionary bonuses that the Board may award from time to time to the Company&#146;s senior management employees. No other compensation provided for in this Agreement shall be deemed a substitute for the Employee&#146;s right to participate in
such discretionary bonuses. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. (a) <U>Participation in Retirement, Medical and Other Plans</U>. The Employee shall be entitled to
participate in any plan that the Company maintains for the benefit of its employees if the plan relates to (i)&nbsp;pension, profit-sharing, or other retirement benefits, (ii)&nbsp;medical insurance or the reimbursement of medical or dependent care
expenses, or (iii)&nbsp;other group benefits, including disability and life insurance plans. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Employee Benefits</U>. The Employee
shall participate in any fringe benefits that are or may become available to the Company&#146;s senior management employees, including, for example: any stock option or incentive compensation plans and any other benefits that are commensurate with
the responsibilities and functions to be performed by the Employee under this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Expenses</U>. The Employee shall be
reimbursed for all reasonable out-of-pocket business expenses that he shall incur in connection with his services under this Agreement upon substantiation of such expenses in accordance with the policies of the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <U>Term</U>. The Company hereby employs the Employee, and the Employee hereby accepts such employment under this Agreement, for the period commencing
on the date hereof and ending June&nbsp;30, 2010 (or such earlier date as is determined in accordance with Section&nbsp;9 hereof). Additionally, prior to July&nbsp;1 of each year, the Employee&#146;s term of employment and this Agreement shall be
extended for an additional one-year period beyond the then effective expiration date, provided that the Compensation Committee of the Board determines in a duly adopted resolution that the performance of the Employee has met the Board&#146;s
requirements and standards, and that this Agreement shall be extended. Prior to July&nbsp;1 of each such year, the Compensation Committee and the Board shall meet to review the Employee&#146;s performance and determine whether the term of this
Agreement shall be extended. By written notice, the Board or the Chief Executive Officer will inform the Employee as soon as possible after the Board&#146;s annual review whether the Board has determined to extend the term of this Agreement.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6. Loyalty Full Time and Attention. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(a) During the period of his employment hereunder and except for illness, reasonable vacation periods, and reasonable leaves of absence, the Employee shall devote all his full business time, attention, skill, and efforts to the faithful
performance of his duties hereunder to the Company and its subsidiaries; provided that, from time to time, the Employee may serve on the board 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, or unfavorably affect the performance of Employee&#146;s duties pursuant to this Agreement, or will not violate any applicable statute or regulation.
&#147;Full business time&#148; is hereby defined as that amount of time usually devoted to like companies by similarly situated executive officers. During the term of his employment under this Agreement, the Employee shall not engage in any business
or activity contrary to the business affairs or interests of the Company, or be gainfully employed in any other position or job other than as provided above. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(b) Nothing contained in this Section&nbsp;6 shall be deemed to prevent or limit the Employee&#146;s right to invest in the capital stock or other securities of any business dissimilar from that of the Company, or,
solely as a passive or minority investor, in any business. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">7. <U>Standards</U>. The Employee shall perform his duties under this Agreement in accordance with such
reasonable standards as the Board may establish from time to time. The Company will provide the Employee with the working facilities and staff customary for similar executive officers and necessary for him to perform his duties. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Vacation and Sick Leave</U>. The Employee shall be entitled, without loss of pay, to absent himself voluntarily from the performance of his duties
under this Agreement in accordance with the terms set forth below, all such voluntary absences to count as vacation time; provided that: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(a) The Employee shall be entitled to an annual vacation in accordance with the policies periodically established by the Board for senior management employees of the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) The Employee shall not receive any additional compensation from the Company on account of his failure to take a vacation, and the Employee shall not
accumulate unused vacation from one fiscal year to the next, except in either case to the extent authorized by the Board. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) In addition
to the aforesaid paid vacations, the Employee shall be entitled, without loss of pay, to absent himself voluntarily from the performance of his employment obligations with the Company for such additional periods of time and for such valid and
legitimate reasons as the Board may in its discretion approve. Further, the Board may grant to the Employee 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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) In addition, the Employee shall be entitled to an annual sick leave benefit as established by the Board. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">9. <U>Termination and Termination Pay</U>. Subject to Section&nbsp;11 hereof, the Employee&#146;s employment hereunder may be terminated under the
following circumstances: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>Death</U>. The Employee&#146;s employment under this Agreement shall terminate upon his death during the
term of this Agreement, in which event the Employee&#146;s estate shall be entitled to receive the compensation due the Employee through the last day of the calendar month in which his death occurred. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Disability</U>. The Company may terminate the Employee&#146;s employment after having established, through a determination by the Board, the
Employee&#146;s Disability. For purposes of this Agreement, &#147;Disability&#148; means a physical or mental infirmity that impairs the Employee&#146;s ability to substantially perform his duties under this Agreement and that results in the
Employee becoming eligible for long-term disability benefits under the Company&#146;s long-term disability plan (or, if the Company has no such plan in effect, that impairs the Employee&#146;s ability to substantially perform his duties under this
Agreement for a period of 180 consecutive days). The Employee shall be entitled to the compensation and benefits provided for under this Agreement for (i)&nbsp;any period during the term of this Agreement and prior to the establishment of the
Employee&#146;s Disability during which the Employee is unable to work due to the physical or mental infirmity, or (ii)&nbsp;any period of Disability that is prior to the Employee&#146;s termination of employment pursuant to this Section&nbsp;9(b);
provided, however, that any benefits paid pursuant to the Company&#146;s long-term disability plan will continue as provided in such plan. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>For Just Cause</U>. The Board may, by written notice to the Employee, immediately terminate his
employment at any time, for Just Cause. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for &#147;Just Cause&#148; shall mean termination because of, in the good
faith determination of the Board, the Employee&#146;s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Just
Cause unless there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Employee if a member of the Board) at a meeting
of the Board called and held for the purpose (after reasonable notice to the Employee and an opportunity for the Employee to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of conduct set forth
above in the second sentence of this Subsection (c)&nbsp;and specifying the particulars thereof in detail. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) <U>Without Just Cause</U>.
The Board may, by written notice to the Employee, immediately terminate his employment at any time for any reason; provided that, if such termination is for any reason other than pursuant to Sections 9(a), (b)&nbsp;or (c)&nbsp;above, the Employee
shall be entitled to receive the salary provided pursuant to Section&nbsp;2 hereof, up to the date of expiration of the term (including any renewal term then in effect) of this Agreement. Said sum shall be paid in one lump sum within 10 days of such
termination. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) <U>Voluntary Termination by Employee</U>. The Employee may voluntarily terminate employment with the Company during the
term of this Agreement, upon at least 60 days&#146; prior written notice to the Board, in which case the Employee shall receive, only his compensation, vested rights and employee benefits accrued up to the date of his termination. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">10. <U>No Mitigation</U>. The Employee 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 the Employee in any subsequent employment. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">11. Change in Control. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) Notwithstanding
any provision herein to the contrary, if the Employee&#146;s employment under this Agreement is terminated by the Company, without the Employee&#146;s prior written consent and for a reason other than for Just Cause, death or disability, or the
Employee resigns for Good Reason in connection with or within 12 months after any change in control of the Bank or the Company, the Employee shall be paid an amount equal to two (2)&nbsp;times the Employee&#146;s &#147;Base Salary&#148; as of the
date of termination and as defined in the employment agreement of even date herewith between the Bank and the Employee. Said sum shall be paid in one lump sum within 10 days of such termination. The term &#147;change in control&#148; shall mean
(1)&nbsp;a change in the ownership, holding or power to vote more than 25% of the Bank&#146;s or the </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">Company&#146;s voting stock, (2)&nbsp;a change in the ownership or possession of the ability to control the election of a majority of the Bank&#146;s or the
Company&#146;s directors, or (3)&nbsp;a change in the ownership or possession of the ability to exercise a controlling influence over the management or policies of the Bank or the Company by any person or by persons acting as a &#147;group&#148;
(within the meaning of Section&nbsp;13(d) of the Securities Exchange Act of 1934) (except that, in the case of (1), (2)&nbsp;and (3)&nbsp;hereof), ownership or control of the Bank or its directors by the Company itself shall not constitute a change
in control. The term &#147;person&#148; means an individual other than the Employee, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. Termination by the Employee for &#147;Good Reason&#148; as used herein shall mean termination by the Employee based on: (1)&nbsp;without the Employee&#146;s express written consent, a material reduction by the Company of
the Employee&#146;s Base Salary as the same may be increased from time to time; (2)&nbsp;without the Employee&#146;s express written consent, a material diminution in the Employee&#146;s authority, duties, or responsibilities; (3)&nbsp;a material
diminution in the authority, duties or responsibilities of the supervisor to whom the Employee is required to report; (4)&nbsp;the principal executive office of the Company is relocated more than thirty (30)&nbsp;miles from Hopkinsville, Kentucky,
or the Company requires the Employee to be based anywhere other than an area in which the Company&#146;s principal executive office is located, except for reasonably required travel on behalf of the business of the Company; or (5)&nbsp;the failure
by the Company to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section&nbsp;13(a) hereof. The Employee must provide written notice to the Company or its successor of the existence of the
condition that constitutes Good Reason within 90 days of the initial existence of such condition. The Company shall have 30 days after receipt of such notice to remedy the condition, and, if remedied, the Employee shall not be entitled to be paid
the benefits described in this Section&nbsp;11 in connection with the Employee&#146;s termination of employment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) The sum of the amount
payable under Section&nbsp;11(a) hereof and any other &#147;parachute payment&#148; as defined under Section&nbsp;280G(b)(2) of the Internal Revenue Code of 1986, as amended from time to time (the &#147;Code&#148;), shall not exceed 2.99 times the
Employee&#146;s &#147;base amount&#148; as defined in Section&nbsp;280G(b)(3) of the Code. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) In the event that any dispute arises
between the Employee and the Company as to the terms or interpretation of this Agreement, including this Section&nbsp;11, whether instituted by formal legal proceedings or otherwise, including an action that the Employee takes to enforce the terms
of this Section&nbsp;11 or to defend against any action taken by the Company, the Employee shall be reimbursed for all costs and expenses, including reasonable attorneys&#146; fees, arising from such disputes or proceedings, provided that the
Employee shall have obtained a final judgment by a court of competent jurisdiction in his or her favor. Such reimbursement shall be paid within 10 days of Employee&#146;s providing the Company with written evidence, which may be in the form, among
others, of a canceled check or receipt, of any costs or expenses incurred by the Employee. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">12. <U>Non-Competition</U>. Upon termination of
employment other than in connection with or within 12 months after any change in control of the Company or the Bank (as defined in Section&nbsp;11(a)), the Employee agrees that the Employee will not engage (as an employee, associate, manager,
partner, sole proprietor, owner, shareholder, director, officer, consultant, member, or in any other capacity) in the business of banking, residential mortgage or consumer </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">lending, commercial or agricultural lending, mortgage brokerage or any substantially similar activity which competes, either directly or indirectly, against
or with the Company, within a radius of fifty (50)&nbsp;miles from any office of the Company, for a period of one (1)&nbsp;year from such termination. The Employee agrees that this non-competition section is necessary to protect the Company&#146;s
business and that the Employee&#146;s violation of this section would result in irreparable harm to the Company. If the Employee breaches this section, the Company shall be entitled to injunctive relief in addition to any other remedies legally
available. This section shall survive termination of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">13. Successors and Assigns. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company that shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the corporation. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) Since
the Company is contracting for the unique and personal skills of the Employee, the Employee shall be precluded from assigning or delegating his rights or duties hereunder without first obtaining the written consent of the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">14. <U>Amendments</U>. 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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">15. <U>Applicable Law</U>. This Agreement shall be governed in all respects, whether as to its
validity, construction, capacity, performance or otherwise, by the laws of the Commonwealth of Kentucky, except to the extent that Federal law shall be deemed to apply. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">16. <U>Severability</U>. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions
hereof. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">17. <U>Entire Agreement</U>. This Agreement, together with any understanding or modifications thereof as agreed to in writing by
the parties, shall constitute the entire agreement between the parties hereto. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">18. <U>Section&nbsp;409A of the Internal Revenue Code</U>.
The severance payments provided in this Agreement are intended to qualify as short-term deferrals under Section&nbsp;409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first above written.
</FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">ATTEST:</FONT></TD>
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<TD VALIGN="bottom" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">HOPFED BANCORP, INC.</FONT></TD></TR>
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<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
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<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ John E. Peck</FONT></P></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Secretary</FONT></TD>
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<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">John E. Peck, President and Chief Executive Officer</FONT></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">WITNESS:</FONT></TD>
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<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">EMPLOYEE</FONT></TD></TR>
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<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Billy C. Duvall</FONT></P></TD></TR>
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<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Billy C. Duvall</FONT></TD></TR>
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