UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – December 4, 2017

Registrant’s telephone number, including area code: (502) 227-1668

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02(e)  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2017, Farmers Capital Bank Corporation (the "Company") entered into an Employment Agreement (the “Agreement”) with Mark A. Hampton, the Company’s Executive Vice President, Chief Financial Officer, and Secretary. The Agreement supersedes and terminates the prior employment agreement between the Company and Mr. Hampton dated October 28, 2014.

Mr. Hampton’s employment under the Agreement begins on December 4, 2017 and continues for thirty-six (36) months (the “Term”). The Term shall be automatically extended for subsequent twelve (12) month periods unless written notice to the contrary is given by either the Company or Mr. Hampton at least (90) days prior to the expiration of the Term or the expiration of any subsequent twelve-month extension.

Under the Agreement, Mr. Hampton will receive an annual base salary of $240,000 during the first twelve months of the Term and thereafter at an annual rate (not less than $240,000) to be determined by the Compensation Committee and/or the Company’s Board of Directors. During the Term, Mr. Hampton is entitled to reimbursement for the monthly charges for telephone service and electronic data receipt and transmission on his personal smart phone.

Mr. Hampton is entitled to participate in or receive benefits under (i) any life, health, hospitalization, medical, dental, disability or other insurance policy or plan, (ii) pension or retirement plan, (iii) bonus or profit-sharing plan or program, (iv) deferred compensation plan or arrangement, and (v) any other Executive benefit plan, program or arrangement, made available by the Company on the date of this Agreement and from time to time in the future to the Company’s Executives on a basis consistent with the terms, conditions and overall administration of the foregoing plans, programs or arrangements and with respect to which Mr. Hampton is otherwise eligible to participate or receive benefits.

Under the Agreement, Mr. Hampton’s employment with the Company may only be terminated for (i) “Death;” (ii) “Disability,” which is defined as his inability (due to physical or mental impairment) to perform his material duties for what can medically be expected to continue for twelve (12) months; (iii) “Cause,” which includes gross negligence in the performance of his duties, material breach of his fiduciary duties, alcohol or drug abuse or engaging in fraud, theft or dishonesty; (iv) “Permanent Cessation of Business,” which includes the voluntary or involuntary cessation of the Company’s operations and business; or (v) “Change in Control.”

The Agreement provides that the Company shall pay to Mr. Hampton, upon the consummation of a transaction constituting a change in control, an amount equal to 2.00 times his then-current Base Compensation; provided, that, the payment to be made to Mr. Hampton pursuant to Section 4(b) of the Agreement shall not exceed 2.99 times the “base amount” (as such term is defined under Section 280G of the IRC and the regulations promulgated thereunder, as in effect on the date of this Agreement) applicable to Mr. Hampton. Upon a change in control, the Term shall terminate automatically and Mr. Hampton, in his sole discretion, may negotiate with the Company or its successor for continued employment.

Mr. Hampton agrees under the Agreement to not disclose or use for his own benefit or the benefit of any other person or entity at any time, either during or after his association with the Company, any “confidential information” of which he becomes aware. He further covenants and agrees that he will not, directly or indirectly, through the date three years following the cessation of the Term for any reason whatsoever, (a) attempt to cause or otherwise encourage any employee of the Company (or any affiliate) to leave the employ of the Company (or such affiliate) or (b) engage in, own, manage, or operate as an officer, director, shareholder, proprietor, employee, consultant or otherwise with, any person or entity which is directly or indirectly engaged in any portion of the “financial industry” within the Commonwealth of Kentucky.

The above summary of the Agreement is qualified in its entirety by reference to the text of the agreement, a copy of which is attached, and incorporated herein by reference, as Exhibit 10.1 to this Current Report on 8-K.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit 10.1 – Employment Agreement, between Farmers Capital Bank Corporation and Mark A. Hampton, dated December 4, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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