XXXXXXX X. XXXXXXXXX
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), is made and entered into as
of the 1st day of May, 1997 (the "Effective Date"), by and between WEST SUBURBAN
BANCORP, INC., an Illinois corporation (the "Employer"), and XXXXXXX X.
XXXXXXXXX, an Illinois resident (the "Executive").
RECITALS
A. The Executive is currently serving as a Vice President of the Employer
and the Senior Vice President of Lending of the West Suburban Bank (the "Bank").
B. The Employer owns all of the issued and outstanding capital stock of
the Bank.
C. The Employer desires to continue to employ the Executive as an officer
of the Employer and of the Bank for a specified term and the Executive is
willing to continue such employment upon the terms and conditions hereinafter
set forth.
D. The Employer recognizes that circumstances may arise in which a change
of control of the Employer and/or the Bank through acquisition or otherwise may
occur thereby causing uncertainty of employment without regard to the competence
or past contributions of the Executive which uncertainty may result in the loss
of valuable services of the Executive and the Employer and the Executive wish to
provide reasonable security to the Executive against changes in the employment
relationship in the event of any such change of control.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter contained, it is covenanted and agreed by and between the
parties hereto as follows:
AGREEMENTS
1. POSITION AND DUTIES. The Employer hereby employs the Executive as a
Vice President of the Employer and the Senior Vice President of Lending of the
Bank or in such other senior executive capacity as shall be mutually agreed
between the Employer and the Executive. During the period of the Executive's
employment hereunder, the Executive shall devote his best efforts and full
business time, energy, skills and attention to the business and affairs of the
Employer. The Executive's duties and authority shall consist of and include all
duties and authority customarily performed and held by persons holding
equivalent positions with business organizations similar in nature and size to
the Employer, as such duties and authority are reasonably defined, modified and
delegated from time to time by the Board of Directors of the Employer (the
"Board"). The Executive shall have the powers necessary to perform the duties
assigned to him and shall be provided such supporting services, staff and other
assistance, office space and accouterments as shall be reasonably necessary and
appropriate in the light of such assigned duties.
2. COMPENSATION. As compensation for the services to be provided by the
Executive hereunder, the Executive shall receive the following compensation,
expense reimbursement and other benefits:
(a) BASE COMPENSATION. The Executive shall receive an aggregate annual
minimum base salary at the rate of One Hundred Eighty-five Thousand Dollars
($185,000) payable in installments in accordance with the regular payroll
schedule of the Bank. Such base salary shall be subject to review annually
commencing in 1997 and shall be maintained or increased during the term hereof
in accordance with the Employer's established management compensation policies
and plans.
(b) CLUB MEMBERSHIP. The Executive shall be reimbursed for membership
dues and other customary charges at the Naperville Country Club.
(c) REIMBURSEMENT OF EXPENSES. The Executive shall be reimbursed, upon
submission of appropriate vouchers and supporting documentation, for all travel,
entertainment and other out-of-pocket expenses reasonably and necessarily
incurred by the Executive in the performance of his duties hereunder and shall
be entitled to attend seminars, conferences and meetings relating to the
business of the Employer consistent with the Employer's established policies in
that regard.
(d) OTHER BENEFITS. The Executive shall be entitled to all benefits
specifically established for him and, when and to the extent he is eligible
therefor, to participate in all plans and benefits generally accorded to
senior executives of the Employer, including, but not limited to, pension,
profit-sharing, employee stock ownership plan, supplemental retirement,
incentive compensation, bonus, disability income, split-dollar life
insurance, group life, medical and hospitalization insurance, and similar or
comparable plans, and also to perquisites extended to similarly situated
senior executives, PROVIDED, HOWEVER, that such plans, benefits and
perquisites shall be no less than those made available to all other employees
of the Employer.
(e) WITHHOLDING. The Employer shall be entitled to withhold from amounts
payable to the Executive hereunder, any federal, state or local withholding or
other taxes or charges which it is from time to time required to withhold. The
Employer shall be entitled to rely upon the opinion of its legal counsel with
regard to any question concerning the amount or requirement of any such
withholding.
3. CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that
heretofore or hereafter during the course of his employment he has produced and
may hereafter produce and have access to material, records, data, trade secrets
and information not generally available to the public (collectively,
"Confidential Information") regarding the Employer and its subsidiaries and
affiliates. Accordingly, during and subsequent to termination of this
Agreement, the Executive shall hold in confidence and not directly or indirectly
disclose, use, copy or make lists of any such Confidential Information, except
to the extent that such information is or thereafter becomes lawfully available
from public sources, or such disclosure is authorized in writing by the
Employer, required by a law or any competent administrative agency or judicial
authority, or otherwise as reasonably necessary or appropriate in connection
with performance by the
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Executive of his duties hereunder. All records, files, documents and other
materials or copies thereof relating to the Employer's business which the
Executive shall prepare or use, shall be and remain the sole property of the
Employer, shall not be removed from the Employer's premises without its
written consent, and shall be promptly returned to the Employer upon
termination of the Executive's employment hereunder. The Executive agrees to
abide by the Employer's reasonable policies, as in effect from time to time,
respecting avoidance of interests conflicting with those of the Employer. In
the event of any violation or threatened violation of these restrictions, the
Employer, in addition to and not in limitation of being relieved of all
further obligations under this Agreement and of any other rights, remedies or
damages available to the Employer under this Agreement or otherwise at law or
in equity, shall be entitled to preliminary and permanent injunctive relief
to prevent or restrain any such violation by the Executive and any and all
persons directly or indirectly acting for or with him, as the case may be.
4. TERM AND TERMINATION.
(a) BASIC TERM. The term of this Agreement shall begin on the Effective
Date and end on December 31, 1999, and shall be automatically extended for one
(1) additional year on each December 31 ("Anniversary Date") unless terminated
by either party effective as of the last day of the then current term by written
notice to that effect delivered to the other party not less than sixty (60) days
prior to an Anniversary Date.
(b) AGREEMENT NON-EXTENSION OR EMPLOYMENT TERMINATION BY EMPLOYER.
(i) In the event of the termination of the Executive's employment
under this Agreement by the Employer prior to the last day of the then
current term for any reason other than a termination in accordance with
the provisions of paragraph (d) of this Section 4, or the non-extension
of this Agreement by the Employer in accordance with the provisions of
paragraph (a) of this Section 4, the Employer shall continue to pay the
Executive the base salary then payable to the Executive and shall
continue to provide coverage for the Executive under all plans and
benefits otherwise provided to senior executives of the Employer, unless
unable to continue such coverage by law, for the remainder of the term of
this Agreement, provided, however, that in the circumstance where this
Agreement is not extended, the Executive must remain employed with the
Employer to receive such payments and benefits; further provided, that
the continued payment of these amounts by the Employer shall not offset
or diminish any compensation or benefits accrued as of the date of
termination or non-extension.
(ii) In the event this Agreement is not extended in accordance with
the provisions of paragraph (a) of this Section 4, the Executive may
elect to terminate his employment, and upon such election, the Employer
shall pay the Executive a lump sum amount equal to nine (9) times the
monthly base salary then payable to the Executive, which payment shall be
his sole benefit under this Section 4. The election by the Executive
must be delivered in writing to the Employer within sixty (60) days of
the later of his receipt of notice of the non-extension of this Agreement
or the next following
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Anniversary Date. Payment to the Executive will be made within thirty
(30) days of such termination.
(iii) If the Employer is not in compliance with its minimum capital
requirements or if the payments required under subparagraph (i) or (ii)
above would cause the Employer's capital to be reduced below its minimum
capital requirements, such payments shall be deferred until such time as
the Employer is in capital compliance.
(c) CONSTRUCTIVE TERMINATION. If at any time during the term of this
Agreement, except in connection with a termination pursuant to paragraph (d) of
this Section 4, the Executive is Constructively Discharged (as hereinafter
defined) then the Executive shall have the right, by written notice to the
Employer within sixty (60) days of such Constructive Discharge, to terminate his
services hereunder, effective as of thirty (30) days after such notice, and the
Executive shall have no rights or obligations under this Agreement other than as
provided in Sections 3 and 6 hereof. The Executive shall in such event be
entitled to a lump sum payment of compensation and benefits and continuation of
the health, life and disability insurance as if such termination of his
employment was pursuant to subparagraph (b)(i) of this Section 4.
(a) For purposes of this Agreement, the Executive shall be "Constructively
Discharged" upon the occurrence of any one of the following events:
(i) The Executive is not re-elected or is removed from the positions
with the Employer or any affiliate set forth in Section 1 hereof, other
than as a result of the Executive's election or appointment to positions
of equal or superior scope and responsibility; or
(ii) The Executive shall fail to be vested by the Employer with the
powers and authority of his appointed office; or
(iii) The Employer changes the primary employment location of the
Executive to a place that is more than thirty (30) miles from the primary
employment location as of the Effective Date of this Agreement; or
(iv) The Employer otherwise commits a material breach of its
obligations under this Agreement.
(d) TERMINATION FOR CAUSE. This Agreement and the Executive's employment
hereunder may be terminated for cause as hereinafter defined. "Cause" shall
mean: (i) the Executive's death or his permanent disability, as defined under
the Employer sponsored disability income insurance program, or in the event
there is no such program, the Executive's inability, as a result of physical or
mental incapacity, substantially to perform his duties hereunder for a period of
twelve (12) consecutive months; (ii) a material violation by the Executive of
any applicable material law or regulation respecting the business of the
Employer; (iii) the Executive being found guilty of a felony or an act of
dishonesty in connection with the performance of his duties as an officer of the
Employer, or which disqualifies the Executive from serving as an officer or
director of the Employer; or (iv) the willful or negligent failure of the
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Executive to perform his duties hereunder in any material respect. This
Agreement may be terminated immediately for any cause except under (iv) above.
The Executive shall be entitled to at least thirty (30) days' prior written
notice of the Employer's intention to terminate his employment under (iv) above,
specifying the grounds for such termination, a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for such termination, and a
reasonable opportunity to present to the Board his position regarding any
dispute relating to the existence of such cause.
(e) TERMINATION UPON DEATH. In the event payments are due and owing
under this Agreement at the death of the Executive, payment shall be made to
such beneficiary as Executive may designate in writing, or failing such
designation, to the executor of his estate, in full settlement and
satisfaction of all claims and demands on behalf of the Executive. Such
payments shall be in full settlement and satisfaction of all payments
provided for in this Agreement.
(f) PAYMENT UPON TERMINATION FOR DISABILITY. The Employer may terminate
this Agreement and the Executive's employment after the Executive is
determined to be permanently disabled under the Employer sponsored disability
income insurance program or by a physician engaged by the Employer. In the
event of a dispute regarding the Executive's disability, each party shall
choose a physician who together will choose a third physician to make a final
determination. The Executive shall be entitled to the compensation and
benefits provided for under this Agreement for any period during the term of
this Agreement and prior to the establishment of the Executive's disability
during which the Executive is unable to work due to a physical or mental
infirmity. In the event of the termination of this Agreement and the
Executive's employment due to the permanent disability of the Executive, the
Employer shall continue to pay the Executive eighty percent (80%) of the base
salary per month then payable to the Executive, reduced by any amounts
received under the Employer sponsored disability income insurance program,
and shall continue to provide coverage for the Executive under the health and
life insurance programs maintained by the Employer until the earlier of the
date the Executive returns to full-time employment, either with the Employer
or another employer, or Executive's death. Notwithstanding anything
contained in this Agreement to the contrary, until the date specified in a
notice of termination relating to the Executive's disability, the Executive
shall be entitled to return to his positions with the Employer as set forth
in this Agreement in which event no disability of the Executive will be
deemed to have occurred. Notwithstanding any other provision of this
Agreement, in the event of the termination of the Executive's employment
under this Agreement for any reason, the Executive may elect to have any
disability income insurance policy maintained by the Employer on his behalf
transferred to him, and he shall assume all obligations thereunder.
(g) TERMINATION UPON CHANGE OF CONTROL.
(i) In the event of a Change in Control (as defined below) and the
termination of the Executive's employment or this Agreement under either
A or B below, the Executive shall be entitled to a lump sum payment equal
to three (3) times his annual base salary then payable, subject to the
limitations set forth below. The Employer shall
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also continue to provide coverage for the Executive under the health,
life and disability insurance programs for three (3) years following such
termination. Payments under this paragraph shall be subject to the
limits of subparagraph (g)(ii) below. The following shall constitute
termination under this paragraph:
A. The Executive terminates his employment by a written notice to
that effect delivered to the Board within twenty-four (24) months
after the Change in Control.
B. This Agreement is terminated by the Employer or its successor
either in contemplation of or after the Change in Control.
(ii) It is the intention of the Employer and the Executive that no
portion of any payment under this Agreement, or payments to or for the
benefit of the Executive under any other agreement or plan, be deemed to
be an "Excess Parachute Payment" as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), or its
successors. It is agreed that the present value of and payments to or
for the benefit of the Executive in the nature of compensation, receipt
of which is contingent on the Change of Control, and to which Section
280G of the Code applies (in the aggregate "Total Payments") shall not
exceed an amount equal to one dollar less than the maximum amount which
the Employer may pay without loss of deduction under Section 280G(a) of
the Code. Present value for purposes of this Agreement shall be
calculated in accordance with Section 280G(d)(4) of the Code. Within one
hundred and twenty (120) days following the earlier of (A) the giving of
the notice of termination or (B) the giving of notice by the Employer to
the Executive of its belief that there is a payment or benefit due the
Executive which will result in an excess parachute payment as defined in
Section 280G of the Code, the Executive and the Employer, at the
Employer's expense, shall obtain the opinion of such legal counsel and
certified public accountants as the Executive may choose (notwithstanding
the fact that such persons have acted or may also be acting as the legal
counsel or certified public accountants for the Employer), which opinions
need not be unqualified, which sets forth (A) the amount of the Base
Period Income of the Executive, (B) the present value of Total Payments
and (C) the amount and present value of any excess parachute payments.
In the event that such opinions determine that there would be an excess
parachute payment, the payment hereunder or any other payment determined
by such counsel to be includable in Total Payments shall be modified,
reduced or eliminated as specified by the Executive in writing delivered
to the Employer within ninety (90) days of his receipt of such opinions
or, if the Executive fails to so notify the Employer, then as the
Employer shall reasonably determine, so that under the bases of
calculation set forth in such opinions there will be no excess parachute
payment. The provisions of this subparagraph, including the
calculations, notices and opinions provided for herein shall be based
upon the conclusive presumption that (A) the compensation and benefits
provided for in Section 2 hereof and (B) any other compensation earned by
the Executive pursuant to the Employer's compensation programs which
would have been paid in any event, are reasonable compensation for
services rendered, even though the timing of such payment is triggered by
the Change of Control; provided, however, that in
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the event such legal counsel so requests in connection with the opinion
required by this subparagraph, the Executive and the Employer shall obtain,
at the Employer's expense, and the legal counsel may rely on in providing
the opinion, the advice of a firm of recognized executive compensation
consultants as to the reasonableness of any item of compensation to be
received by the Executive. In the event that the provisions of Sections
280G and 4999 of the Code are repealed without succession, this
subparagraph shall be of no further force or effect.
(iii) For purposes of this paragraph, the term "Change in Control"
shall mean the following:
A. The consummation of the acquisition by any person (as such term
is defined in Section 13(d) or 14(d) of the Securities Exchange Act
of 1934, as amended (the "1934 Act")) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty
percent (50%) or more of the combined voting power of the then
outstanding voting securities of the Employer or the Bank; or
B. The individuals who, as of the date hereof, are members of the
Board of the Employer or the Bank cease for any reason to constitute
a majority of the Board, unless the election, or nomination for
election by the stockholders, of any new director was approved by a
vote of a majority of the Board, and such new director shall, for
purposes of this Agreement, be considered as a member of the Board; or
C. Approval by stockholders of the Employer or the Bank of: (1)
a merger or consolidation if the stockholders immediately before such
merger or consolidation do not, as a result of such merger or
consolidation, own, directly or indirectly, more than fifty percent
(50%) of the combined voting power of the then outstanding voting
securities of the entity resulting from such merger or consolidation
in substantially the same proportion as their ownership of the
combined voting power of the voting securities of the Employer or the
Bank outstanding immediately before such merger or consolidation; or
(2) a complete liquidation or dissolution or an agreement for the
sale or other disposition of all or substantially all of the assets
of the Employer or the Bank.
(a) Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because fifty percent (50%) or more of the combined voting power of
the then outstanding securities of the Employer or the Bank is acquired by: (1)
a trustee or other fiduciary holding securities under one or more employee
benefit plans maintained for employees of the Employer or the Bank; or (2) any
corporation which, immediately prior to such acquisition, is owned directly or
indirectly by the stockholders in the same proportion as their ownership of
stock of the Employer or the Bank immediately prior to such acquisition.
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(h) REGULATORY SUSPENSION AND TERMINATION.
(i) If the Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Employer's affairs by
a notice served under Section 8(e)(3) (12 U.S.C. Section 1818(e)(3)) or
8(g) (12 U.S.C. Section 1818(g)) of the Federal Deposit Insurance Act, as
amended, the Employer's obligations under this contract shall be
suspended as of the date of service, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Employer
shall (A) pay the Executive all of the compensation withheld while their
contract obligations were suspended and (B) reinstate any of the
obligations which were suspended.
(ii) If the Executive is removed and/or permanently prohibited from
participating in the conduct of the Employer's affairs by an order issued
under Section 8(e) (12 U.S.C. Section 1818(e)) or 8(g) (12 U.S.C. Section
1818(g)) of the Federal Deposit Insurance Act, as amended, all
obligations of the Employer under this contract shall terminate as of the
effective date of the order, but vested rights of the contracting parties
shall not be affected.
(iii) If the Employer is in default as defined in Section 3(x) (12
U.S.C. Section 1813(x)(1)) of the Federal Deposit Insurance Act, as
amended, all obligations of the Employer under this contract shall
terminate as of the date of default, but this paragraph shall not affect
any vested rights of the contracting parties.
(iv) All obligations of the Employer under this contract shall be
terminated, except to the extent determined that continuation of the
contract is necessary for the continued operation of the institution by
the Federal Deposit Insurance Corporation (the "FDIC"), at the time the
FDIC enters into an agreement to provide assistance to or on behalf of
the Employer under the authority contained in Section 13(c) (12 U.S.C.
Section 1823(c)) of the Federal Deposit Insurance Act, as amended, or
when the Employer is determined by the FDIC to be in an unsafe or unsound
condition. Any rights of the parties that have already vested, however,
shall not be affected by such action.
(v) Any payments made to the Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with
Section 18(k) (12 U.S.C. Section 1828(k)) of the Federal Deposit
Insurance Act as amended, and any regulations promulgated thereunder.
(i) TERMINATION UPON RETIREMENT. In the event of the termination of this
Agreement due to the retirement of the Executive at or after the attainment of
age sixty-two (62), the Employer shall continue to provide coverage for the
Executive under the health and life insurance programs maintained by the
Employer until his death.
5. INTEREST IN ASSETS. Neither the Executive nor his estate shall
acquire hereunder any rights in funds or assets of the Employer, otherwise than
by and through the actual payment of amounts payable hereunder; nor shall the
Executive or his estate have any power to transfer, assign, anticipate,
hypothecate or otherwise encumber in advance any of said payments; nor shall
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any of such payments be subject to seizure for the payment of any debt,
judgment, alimony, separate maintenance or be transferable by operation of law
in the event of bankruptcy, insolvency or otherwise of the Executive.
6. INDEMNIFICATION.
(a) INSURANCE. The Employer shall provide the Executive (including his
heirs, personal representatives, executors and administrators) for the term of
this Agreement with coverage under a standard directors' and officers' liability
insurance policy at its expense.
(b) INDEMNIFICATION UNDER STATE LAW. In addition to the insurance
coverage provided for in paragraph (a) of this Section 6, the Employer shall
hold harmless and indemnify the Executive (and his heirs, executors and
administrators) to the fullest extent permitted under applicable law against
all expenses and liabilities reasonably incurred by him in connection with or
arising out of any action, suit or proceeding in which he may be involved by
reason of his having been an officer of the Employer (whether or not he
continues to be an officer at the time of incurring such expenses or
liabilities), such expenses and liabilities to include, but not be limited
to, judgments, court costs and attorneys' fees and the cost of reasonable
settlements.
(c) ADVANCEMENT OF EXPENSES. In the event the Executive becomes a party,
or is threatened to be made a party, to any action, suit or proceeding for
which the Employer has agreed to provide insurance coverage or
indemnification under this Section 6, the Employer shall, to the full extent
permitted under applicable law, advance all expenses (including reasonable
attorneys' fees), judgments, fines and amounts paid in settlement
(collectively "Expenses") incurred by the Executive in connection with the
investigation, defense, settlement, or appeal of any threatened, pending or
completed action, suit or proceeding, subject to receipt by the Employer of a
written undertaking from the Executive: (i) to reimburse the Employer for
all Expenses actually paid by the Employer to or on behalf of the Executive
in the event it shall be ultimately determined that the Executive is not
entitled to indemnification by the Employer for such Expenses; and (ii) to
assign to the Employer all rights of the Executive to indemnification, under
any policy of directors' and officers' liability insurance or otherwise, to
the extent of the amount of Expenses actually paid by the Employer to or on
behalf of the Executive.
7. GENERAL PROVISIONS.
(a) SUCCESSORS; ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the Executive, the Employer and his and its
respective personal representatives, successors and assigns, and any
successor or assign of the Employer shall be deemed the "Employer" hereunder.
The Employer shall require any successor to all or substantially all of the
business and/or assets of the Employer, whether directly or indirectly, by
purchase, merger, consolidation, acquisition of stock, or otherwise, by an
agreement in form and substance satisfactory to the Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent as the Employer would be required to perform if no such succession had
taken place.
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(b) ENTIRE AGREEMENT; MODIFICATIONS. This Agreement, along with the
Deferred Compensation and Split-Dollar Insurance Agreement for the benefit of
the Executive, constitutes the entire agreement between the parties
respecting the subject matter hereof, and supersedes all prior negotiations,
undertakings, agreements and arrangements with respect thereto, whether
written or oral. Except as otherwise explicitly provided herein, this
Agreement may not be amended or modified except by written agreement signed
by the Executive and the Employer.
(c) ENFORCEMENT AND GOVERNING LAW. The provisions of this Agreement
shall be regarded as divisible and separate; if any of said provisions should
be declared invalid or unenforceable by a court of competent jurisdiction,
the validity and enforceability of the remaining provisions shall not be
affected thereby. This Agreement shall be construed and the legal relations
of the parties hereto shall be determined in accordance with the laws of the
State of Illinois without reference to the law regarding conflicts of law.
(d) ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement or the Executive's employment by the Employer
shall be settled exclusively by arbitration, conducted by a single arbitrator
sitting in a location selected by the Executive within fifty (50) miles of
the main office of the Employer, in accordance with the rules of the American
Arbitration Association (the "AAA") then in effect. The arbitrator shall be
selected by the parties from a list of arbitrators provided by the AAA,
provided that no arbitrator shall be related to or affiliated with either of
the parties. No later than ten (10) days after the list of proposed
arbitrators is received by the parties, the parties, or their respective
representatives, shall meet at a mutually convenient location or
telephonically. At that meeting, the party who sought arbitration shall
eliminate one (1) proposed arbitrator and then the other party shall
eliminate one (1) proposed arbitrator. The parties shall continue to
eliminate names from the list of proposed arbitrators in this manner until a
single proposed arbitrator remains. This remaining arbitrator shall
arbitrate the dispute. Each party shall submit, in writing, the specific
requested action or decision it wishes to take, or make, with respect to the
matter in dispute, and the arbitrator shall be obligated to choose one (1)
party's specific requested action or decision, without being permitted to
effectuate any compromise position. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that
the Executive shall be entitled to seek specific performance of his right to
be paid through the date of termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.
(e) LEGAL FEES. All reasonable legal fees paid or incurred by the
Executive pursuant to any dispute or question of interpretation relating to
this Agreement shall be paid or reimbursed by the Employer if the Executive
is successful on the merits pursuant to a legal judgment, arbitration or
settlement.
(f) WAIVER. No waiver by either party at any time of any breach by the
other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party, shall be deemed a waiver of any
similar or dissimilar provisions or conditions at the same time or any prior
or subsequent time.
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(g) NOTICES. Notices pursuant to this Agreement shall be in writing and
shall be deemed given when received; and, if mailed, shall be mailed by
United States registered or certified mail, return receipt requested, postage
prepaid; and if to the Employer, addressed to the principal headquarters of
the Employer, attention: Chairman; or, if to the Executive, to the address
set forth below the Executive's signature on this Agreement, or to such other
address as the party to be notified shall have given to the other.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
WEST SUBURBAN BANCORP, INC. XXXXXXX X. XXXXXXXXX
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------- --------------------------------
Name:
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Chairman of the Board of Directors
--------------------------------
(Address)
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