Exhibit 10.28
Amendment to CoVest Bancshares, Inc. Employment Agreement
This Amendment is made effective as of July 28, 2003, by and between CoVest
Bancshares, Inc. (the "Company"), CoVest Banc, National Association (the
"Bank") and Xxxx X. Xxxxxx ("Executive").
WITNESSETH
Whereas, Company, Bank and Executive have previously entered in that certain
Employment Agreement effective as of April 27, 1999, and have previously
amended the same (as amended, the "Agreement"); and
WHEREAS, Company, Bank and Executive wish further to amend the Agreement to
clarify certain provisions thereof;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which consideration is mutually acknowledged by the parties, it
is hereby agreed as follows:
1. Section 2 is amended to read and appear as follows:
"PERIOD OF EMPLOYMENT AUTOMATIC EXTENSION. The period of Executive's
employment under this Agreement (the "Period of Employment") shall commence
upon the Effective Date hereof and shall continue for a period of twelve (12)
full calendar months thereafter, subject to extension as provided herein or to
earlier termination as provided in Paragraph 4 of this Agreement. The Period
of Employment shall be automatically extended for twelve (12) additional
months on each anniversary date of the Effective Date unless, no later than
such anniversary date, either the Board of the Company or a duly authorized
committee thereof (the "Board") on behalf of the Company, or Executive gives
written notice to the other, that the Period of Employment shall not be so
extended; provided, however, that in no event shall the Period of Employment
extend beyond the date Executive attains age sixty-five (65). Notwithstanding
anything in this Agreement to the contrary, if at any time during the Period
of Employment there is a Change in Control (as defined in Paragraph 4), the
Period of Employment shall automatically extend to a date which is the first
to occur of (a) the date which is twenty-four (24) months from the date of the
Change in Control, and (b) the date Executive attains age sixty-five (65)."
2. Section 3(e) is amended by revising the last sentence of Section 3(e) to
read as follows:
"Notwithstanding the foregoing, in the event of the termination of Executive's
employment with the Company and the Bank under circumstances constituting an
Event of Termination (as defined in Paragraph 4(b) of this Agreement), the
Company, or its successor, shall: (i) continue Executive's health insurance
coverage comparable to the coverage as of the date of termination of
Executive's employment until the earlier of the date Executive (x) would be
eligible for coverage under Medicare, or any successor to the Medicare
program, or (y) reaches the age of 67; (ii) not require Executive to pay any
greater amount for such coverage as Executive shall be paying as of the date
of his termination of employment; and (iii) permit Executive to add dependents
to such coverage at the same cost, if any, paid by similarly situated senior
executives for dependent coverage."
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
at Des Plaines, Illinois on the date above set forth.
CoVest Bancshares, Inc.
By: /s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
CoVest Banc, National Association
By: /s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
By: /s/ XXXX X. XXXXXX
Xxxx X. Xxxxxx
