AGREEMENT
This
Agreement is entered into as of October 25, 2007 by and between CFS Bancorp,
Inc. and Citizens Financial Bank, located at 000 Xxxxx Xxxx, Xxxxxxx, Xxxxxxx
(collectively, the "Employer") and Xxxxx Xxxxxxxxx
("Employee"). WHEREAS, the parties desire to enter into this
Agreement regarding the separation of Employee's employment. NOW,
THEREFORE, in consideration of the mutual promises, the receipt and adequacy
of
which are acknowledged, the parties agree as follows:
1. Employee
acknowledges that Employee's last day of employment with Employer will be
December 1, 2007.
2. After
the expiration of the revocation period referred to in paragraph 14, provided
that Employee has not revoked this Agreement, Employer will pay Employee the
sum
of Sixty Thousand Dollars ($60,000), less his standard deductions, which amount
Employee acknowledges that Employee is not otherwise entitled to
receive.
3. Employee
has not filed any complaints, charges or lawsuits against Employer with any
governmental agency or any court. Employee will not do so in the
future, except for the sole purpose of enforcing Employee's rights under this
Agreement.
4. Employee's
existing health benefits coverage will continue through December 31, 2007.
Employee has been informed of, and understands his rights to continuation of
his
health benefits under the health benefit provisions of the Consolidated Omnibus
Budget Reconciliation Act (COBRA).
5. Provided
that Employee fully complies with all of the terms and conditions of this
Agreement, Employer will pay Employee the sum of Sixty Thousand Dollars
($60,000), as indicated in Item 2, above, less standard deductions . The
first of two payments will be made on December 7, 2007 for the amount of
$10,000.
The
second payment will be made on January 4, 2008 for the amount of
$50,000. Employee further
acknowledges
that he has been provided with a copy of his Optionee Statement, and understands
he shall have thirty (30) days from December 1, 2007 to exercise his stock
options issued under the CFS Bancorp, Inc. 2003 Stock Option Plan.
6. Employee
and Employee's heirs, executors and administrators, irrevocably and
unconditionally release and forever discharge Employer, all of Employer's
subsidiaries and related companies, and all of their shareholders, directors,
officers, employees, agents and representatives, and all of their heirs,
executors and administrators, of and from any and all actions, suits, charges
of
unlawful conduct, promises, and damages, whatsoever, which Employee now has
against them or ever had, or which Employee's heirs, executors or administrators
may have, on or at any time prior to the date of this Agreement, including
but
not limited to:
A. All claims
of any kind allegedly based upon an actual or implied agreement, contract,
promise, written or oral statement made by and between the Employer and the
Employee, including, but not limited to, the Employment Agreements dated
December 3, 2004 between Citizens Financial Bank and the Employee and between
CFS Bancorp and the Employee, which agreements are hereby terminated, deemed
to
be null and void, and shall have no further force and effect, or the alleged
breach of any such agreement, contract, promise, or oral or written
statement;
B. All claims
of wrongful termination of employment, discrimination of any kind, including
but
not limited to any claims allegedly arising under Title VII of the Civil Rights
Act of 1964, Executive Order 11246, Age Discrimination In Employment Act, Older
Workers Benefit Protection Act, Americans With Disabilities Act, National Labor
Relations Act, Consolidated Omnibus Budget Reconciliation Act (COBRA), Employee
Retirement Income Security Act, the Fair Employment and Housing Act, and any
similar federal, state or local law ordinance, rule, regulation, order or common
law;
C. All claims
of any kind allegedly arising out of, or related to Employee's employment with
Employer, the termination of such employment, or the failure or refusal of
Employer to hire or reinstate Employee.
D. This
release does not
apply to any claim the employee can not lawful release.
7. Employee
will return all of Employer's property which he has in his possession on or
before December 1, 2007, including, but not limited to, any and all customer
lists, be they electronic and/or hard copies, the company-owned automobile,
and
any other bank equipment.
8. Employee
agrees to maintain as confidential any and all information or knowledge
concerning Employer's business, its customers or suppliers that is not generally
known in Employer's industry. Employee agrees that for a period of
six months following the date of termination he will not solicit any of the
Bank's past or current customers or clients for the benefit of anyone other
than
the Bank or its affiliates. However, the employee may submit a list
to the Employer of clients before November 15, 2007 that the Employee proposes
to contact 90 days after his termination; the employer may at its sole
discretion, agree or refuse permission for such solicitation. If Employer
approves a contact list, it will be counter-signed by the
Employer. Any client on the list which the Employer declines to be
approved, may be stricken off the list . The Employee will not divulge the
names
of any of the Bank's past or then current customers to any other person,
corporation or entity; and will not either directly or indirectly, induce or
solicit any person to leave the employ of the Employer.
9. Employee
also agrees to keep the existence of and the terms and conditions of this
Agreement confidential, and that Employee as well as Employee's heirs,
executors, administrators and agents, will not directly or indirectly disclose
them to any person, firm or entity.
10. Employee
and Employer both agree not to engage in any direct or indirect conduct or
communications, either written or oral, which may in any way be deemed to be
disparaging to the other party.
11. This
Agreement shall be binding on all of the parties and their respective
successors, heirs, legal representatives and assigns.
12. This
Agreement shall be construed in accordance with the laws of the State of
Indiana.
13. Employee
understands and acknowledges that he has been informed of the requirements
under
the Older Workers Benefit Protection Act. He acknowledges that he
fully understands the legal significance of this Agreement, including the effect
of the release provisions contained herein. Employee has been
instructed to seek legal counsel of his choosing to review this Agreement,
including the effect of the release provisions contained
herein. Employee further states that he fully understands all terms
and conditions of the Agreement, including the above-referenced release of
all
claims.
14. Employee
shall have twenty-one (21) days to consider and then execute this
Agreement. Thereafter,
Employee shall have seven (7) days to revoke the Agreement. Should he
decide to revoke this Agreement, he must provide written notice to Xxxxx X.
Xxxxxx, Senior Vice President of Citizens Financial Bank, at 000 Xxxxx Xxxx,
Xxxxxxx, Xxxxxxx, xx or before the expiration of the seven-day revocation
period.
CITIZENS FINANCIAL BANK, Employer
/s/
Xxxxx X.
Xxxxxx
By: Xxxxx
X. Xxxxxx
EMPLOYEE
HAS READ THIS AGREEMENT AND UNDERSTANDS THAT ITS TERMS ARE LEGALLY
ENFORCEABLE. EMPLOYEE HAS HAD THE OPPORTUNITY TO NEGOTIATE WITH
EMPLOYER REGARDING THIS AGREEMENT, AND HAS HAD THE OPPORTUNITY TO CONFER WITH
AN
ATTORNEY FOR ASSISTANCE AND ADVICE. EMPLOYEE HAS ENTERED INTO THIS
AGREEMENT KNOWINGLY AND VOLUNTARILY.
/s/
Xxxxx X.
Xxxxxx
/s/ Xxxxx
Xxxxxxxxx
WITNESS: Xxxxx
X.
Xxxxxx
EMPLOYEE: Xxxxx
Xxxxxxxxx
DATE:
November 15,
2007