EXHIBIT 10
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COMMUNITY BANK
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DIRECTORS RETIREMENT PLAN
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AGREEMENT made this __ day of _______ ___ between_____________
(hereinafter referred to as the "Director") and 1st COMMUNITY BANK a
corporation of the state of ILLINOIS having its principal office at
GLEN ELLYN, IL (hereinafter referred to as the "Corporation"):
WHEREAS, the Director has rendered valuable services to the
Corporation in the past; and
WHEREAS, it is considered vital to the Corporation's continued sueeess
that it is to continue to have the services of the Director until he
is retired, and thereafter that it have the benefit of his advice,
skill, knowledge, and counseling:
NOW, THEREFORE, in the consideration of these premises and the
covenants and agreements herein set forth, the parties hereto covenant
and agree as follows:
FIRST: Wherever used in this agreement, "retirement date" shall
mean either:
(a) the first day of the month in which the Director has his 75th
birthday, or
(b) such other date as the Corporation and the Director may agree
upon in writing which shall refer specifically to this agreement.
SECOND: If the Director is alive and providing services to the
Corporation on his retirement date, then subject to the provisions of
Paragraph FOURTH hereof, the Corporation shall pay a retirement
benefit to the Director. The amount to be paid shall be calculated in
the following manner:
The Corporation shall establish a separate amount for the Director and
credit it with an amount equal to the Director's annual retainer fee
for each year of service performed after January 1, 1998 to his
retirement date. Each year's credit shall be an accrued benefit
payable the retirement age and shall be an unfunded and unsecured
promise to pay by the bank.
At the Director's retirement age, the total accrued benefit credited
to the Director shall be divided by 120 and paid out in equal monthly
installments for a period of 120 months.
The Director at his option may elect to receive the equivalent of the
monthly installments in a single sum discounted at 6%.
If a Director continues in the service of the Corporation after
reaching his 75th birthday he shall continue to accrue a benefit under
this plan.
THIRD: If the Director dies while providing services to the
Corporation and before the Director's retirement date, then, subject
to the provisions of Paragraph FOURTH hereof, the Corporation shall
pay a benefit equal to THE DIRECTOR'S ACCRUED BENEFIT. Said benefit
shall be paid to the Director's primary beneficiary, filed with the
Corporation in a lump sum within 30 days of the death of the Director
unless the Corporation shall elect to pay said benefits in
installments, in which event the total benefit shall be paid in 120
equal monthly installments beginning on the first day of the month
following the death of the Director. The Director shall have the right
to change the primary beneficiary designation, and to designate a
contingent beneficiary, by appropriate written notice delivered to the
Corporation. If there is no beneficiary designated to receive said
benefit, or if the designated beneficiary and contingent beneficiary
have predeceased the Director, then the benefit shall be payable in a
lump sum to the estate of the Director within thirty (30) days after
the qualification of the personal representative of the estate of the
Director. Upon the death of the primary beneficiary during the period
in which installment payments are being received hereunder, the unpaid
installments shall be paid to the contingent beneficiary in the same
manner as they had been paid to the primary beneficiary. Upon the
death of both primary and contingent beneficiaries prior to the
payment of all of the aforesaid installment payments, the discounted
value of any such installment payments remaining unpaid shall be paid
to the estate of the beneficiary who was then receiving installment
payments hereunder within thirty (30) days after the qualification of
the personal representative of the estate.
FOURTH: In the event that the Director, while in the service of the
Corporation, shall become "totally disabled" as defined below, and
shall remain so totally disabled for a continuous period of 90 days.
then the Corporation will pay to the Director an amount equal to HIS
ACCRUED BENEFIT in equal monthly installments for a period of 120
months.
In the event that the Corporation shall have made the payment required
by this paragraph, it shall be under no firrther obligation to make
any payment required under Paragraph SECOND and Paragraph THIRD, or
under any other paragraph of this agreement
For purposes of this Paragraph, the Director shall be deemed to be
"totally disabled" if he is completely unable to engage in the normal
services required of the Director by the Corporation The existence of
such conditions shall be certified by a physician selected with the
approval of both the Corporation and the Director.
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FIFTH: The provisions of Paragraph SECOND and PARAGRAPH THIRD AND
CONDITIONED upon continuous service of the Director with the
Corporation until his retirement date of his date of death, whichever
is first. A Director who retires from the Board prior to his age 75
shall be entitled to a percentage if the accrued benefit allocated to
his account in accordance with the following schedule:
Years of Service % of Accrued Benefit Earned
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Less than 5 years 0%
5 20%
6 30%
7 40%
8 50%
9 60%
10 70%
11 80%
12 90%
13 100%
Not withstanding the above schedule a Director will be 100% vested at
age 75 or upon the change in control of the Corporation.
SIXTH: The Director agrees that as long as he continues to receive
payments hereunder and as long as he is physically and mentally able
to do so, he will consult with the Corporation in an advisory
capacity, in person if he is residing in the vicinity of GLEN ELLYN,
IL, and by telephone and by mail if he shall not be residing in said
vicinity, when reasonably requested to do so by the Corporation. The
Corporation and the Director agree that the Director will render such
consulting services as an independent contractor and shall receive a
separate remuneration when performing such services. If the Director
does not comply with this provision of the agreement, the Corporation
may. at its own discretion, suspend, reduce, or terminate any or all
of the benefits provided under this agreement for the benefit of the
Director and his beneficiaries.
SEVENTH: This agreement is unfunded.
EIGHTH: Neither the Director, his spouse, nor any other beneficiary
under this agrcement shall have any power or right to transfer,
assign, anticipate, hypothecate or otherwise encumber any part or all
of the amounts payable hereunder, nor shall any such amounts be
subject to seizure by any creditor of any such beneficiary, by a
proceeding at law or in equity, and no such benefit shall be
transferable by operation of law in the event of bankruptcy,
insolvency, or death of the Director, his spouse, or any other
beneficiary hereunder. Any such attempted assignment or transfer shall
be void and shall terminate this agreement, and the Corporation shall
thereupon have no further liability hereunder.
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NINTH: The Corporation agrees that it will not merge or consolidate
with any other organization, or permit its business activities to be
taken over by any other organization unless and until such succeeding
or continuing organization shall expressly assume the duties of the
Corporation set forth in this agreement.
TENTH: During the lifetime of the Director, this agreement may be
amended or revoked at any time or times, in whole or in part, by the
mutual written agreement of the Director and the Corporation, which
writing shall refer specifically to this agreement
ELEVENTH: This agreement shall be governed by the laws of the state of
ILLINOIS.
TWELFTH: In the event that any term or condition contained in the
agreement shall, for any reason, be held by a court of competent
jurisdiction to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any
other term or condition of this agreement, but this agreement shall be
construed as if such invalid or illegal or unenforceable term or
condition had never been contained herein.
THIRTEENTH: This agreement shall be binding upon the beneficiaries,
heirs, executors and administrators of the Director and upon the
successors and assigns of the Corporation.
FOURTEENTH: If any action at law or in equity, or any arbitration
proceeding is brought to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to any
other relief to which he may be entitled.
IN WITNESS WHEREOF, signed and sealed on the date first above written.
WITNESS: CORPORATE SEAL CORPORATION BY
TITLE
WITNESS:
DIRECTOR
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