Exhibit 10.3 Form of Proposed Employment Agreement between Elgin Financial
Center, S.B. and certain executive officers
FORM OF
ELGIN FINANCIAL CENTER, S.B.
EMPLOYMENT AGREEMENT
This AGREEMENT ("Agreement") is made effective as of _______________,
1997 by and among Elgin Financial Center, S.B. (the "Institution"), a state
chartered savings institution, with its principal administrative office at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, EFC Bancorp, Inc., a corporation
organized under the laws of the State of Delaware, the holding company for
the Institution (the "Holding Company"), and ______________ ("Executive").
WHEREAS, the Institution wishes to assure itself of the services of
Executive for the period provided in this Agreement; and
WHEREAS, Executive is willing to serve in the employ of the Institution
on a full-time basis for said period.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:
1. POSITION AND RESPONSIBILITIES.
During the period of his employment hereunder, Executive agrees to serve
as [Title] of the Institution. Executive shall render administrative and
management services to the Institution such as are customarily performed by
persons situated in a similar executive capacity. During said period,
Executive also agrees to serve, if elected, as an officer and director of the
Holding Company or any subsidiary of the Institution.
2. TERMS AND DUTIES.
(a) The period of Executive's employment under this Agreement shall be
deemed to have commenced as of the date first above written and shall
continue for a period of thirty-six (36) full calendar months thereafter.
Commencing on the effective date of this Agreement, the term of this
Agreement shall be extended for one day each day until such time as the
disinterested members of the board of directors of the Institution ("Board")
or Executive elects not to extend the term of this Agreement by giving
written notice in accordance with Section 8 of this Agreement. The Board
will review the Agreement and Executive's performance annually for purposes
of determining whether to extend the Agreement and the rationale and results
thereof shall be included in the minutes of the Board's meeting. The Board
shall give notice to the Executive as soon as possible after such review as
to whether the Agreement is to be extended.
(b) During the period of Executive's employment hereunder, except for
periods of absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence, Executive shall devote substantially all his
business time, attention, skill, and efforts to the
faithful performance of his duties hereunder including activities and
services related to the organization, operation and management of the
Institution and participation in community and civic organizations; provided,
however, that, with the approval of the Board, as evidenced by a resolution
of such Board, from time to time, Executive may serve, or continue to serve,
on the boards of directors of, and hold any other offices or positions in,
companies or organizations, which, in such Board's judgment, will not present
any conflict of interest with the Institution, or materially affect the
performance of Executive's duties pursuant to this Agreement.
(c) Notwithstanding anything herein to the contrary, Executive's
employment with the Institution may be terminated by the Institution or the
Executive during the term of this Agreement, subject to the terms and
conditions of this Agreement.
3. COMPENSATION AND REIMBURSEMENT.
(a) The Institution shall pay Executive as compensation a salary of
$___________ per year ("Base Salary"). Base Salary shall include any amounts
of compensation deferred by Executive under any qualified or unqualified plan
maintained by the Institution. Such Base Salary shall be payable bi-weekly.
During the period of this Agreement, Executive's Base Salary shall be
reviewed at least annually; the first such review will be made no later than
one year from the date of this Agreement. Such review shall be conducted by
the Board or by a Committee of the Board, delegated such responsibility by
the Board. The Committee or the Board may increase Executive's Base Salary.
Any increase in Base Salary shall become the "Base Salary" for purposes of
this Agreement. In addition to the Base Salary provided in this Section
3(a), the Institution shall also provide Executive, at no premium cost to
Executive, with all such other benefits as are provided uniformly to
full-time employees of the Institution.
(b) The Executive shall be entitled to participate in any employee
benefit plans, arrangements and perquisites substantially equivalent to those
in which Executive was participating or otherwise deriving benefit from
immediately prior to the beginning of the term of this Agreement, and the
Institution will not, without Executive's prior written consent, make any
changes in such plans, arrangements or perquisites which would materially
adversely affect Executive's rights or benefits thereunder; except to the
extent such changes are made applicable to all Institution employees on a
non-discriminatory basis. Without limiting the generality of the foregoing
provisions of this Subsection (b), Executive shall be entitled to participate
in or receive benefits under any employee benefit plans, including, but not
limited to, retirement plans, supplemental retirement plans, pension plans,
profit-sharing plans, stock or option plans, health-and-accident plans,
medical coverage or any other employee benefit plan or arrangement made
available by the Institution in the future to its senior executives and key
management employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and arrangements.
Executive shall be entitled to incentive compensation and bonuses as provided
in any plan or arrangement of the Institution in which Executive is eligible
to participate. Nothing paid to the Executive under any such plan or
arrangement will be deemed to be in lieu of other compensation to which the
Executive is entitled under this Agreement.
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(c) In addition to the Base Salary provided for by paragraph (a) of this
Section 3 and other compensation provided for by paragraph (b) of this
Section 3, the Institution shall pay or reimburse Executive for all
reasonable travel and other reasonable expenses incurred by Executive
performing his obligations under this Agreement and may provide such
additional compensation in such form and such amounts as the Board may from
time to time determine.
4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.
(a) Upon the occurrence of an Event of Termination (as herein defined)
during the Executive's term of employment under this Agreement, the
provisions of this Section shall apply. As used in this Agreement, an "Event
of Termination" shall mean and include any one or more of the following: (i)
the termination by the Institution or the Holding Company of Executive's
full-time employment hereunder for any reason other than a termination
governed by Section 5(a) hereof or Termination for Cause, as defined in
Section 7 hereof; (ii) Executive's resignation from the Institution's employ
upon any of the following: (A) unless consented to by the Executive, failure
to elect or reelect or to appoint or reappoint Executive as [Title] or
failure to nominate or re-nominate Executive as a Director of the Institution
or Holding Company to the extent Executive was serving as a Director as of
the effective date of this Agreement, (B) a material change in Executive's
function, duties, or responsibilities, which change would cause Executive's
position to become one of lesser responsibility, importance, or scope from
the position and attributes thereof described in Section 1, above, unless
consented to by Executive, (C) a reduction in the benefits and perquisites to
the Executive from those being provided as of the effective date of this
Agreement, unless consented to by the Executive, (D) a relocation of
Executive's principal peace of employment by more than 25 miles from his
location immediately prior to the Event of Termination, (E) a liquidation or
dissolution of the Institution or Holding Company, or (F) breach of this
Agreement by the Institution. Upon the occurrence of any event described in
clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right
to elect to terminate his employment under this Agreement by resignation upon
not less than sixty (60) days prior written notice given within six full
months after the event giving rise to said right to elect.
(b) Upon the occurrence of an Event of Termination, on the Date of
Termination, as defined in Section 8, the Institution shall be obligated to
pay Executive, or, in the event of his subsequent death, his beneficiary or
beneficiaries, or his estate, as the case may be a sum equal to the sum of:
(i) the amount of the remaining payments that the Executive would have earned
if he had continued his employment with the Institution during the remaining
term of this Agreement at the Executive's Base Salary at the Date of
Termination; and (ii) the amount equal to the annual contributions or
payments that would have been made on Executive's behalf to any employee
benefit plans of the Institution or the Holding Company or for any benefit or
perquisite which would have been provided to Executive during the remaining
term of this Agreement based on contributions or payments made (on an
annualized basis) at the Date of Termination; provided, however, that any
payments pursuant to this subsection and subsection 4(c) below shall not, in
the aggregate, exceed three times Executive's average annual compensation for
the five most recent taxable years that Executive has been employed by the
Institution or such lesser number of years in the event that Executive shall
have been employed by the Institution for less
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than five years. In the event the Institution is not in compliance with its
minimum capital requirements or if such payments pursuant to this subsection
(b) would cause the Institution's capital to be reduced below its minimum
regulatory capital requirements, such payments shall be deferred until such
time as the Institution or successor thereto is in capital compliance. At
the election of the Executive, which election is to be made prior to an Event
of Termination, such payments shall be made (a) in a lump sum as of the
Executive's Date of Termination, (b) on a bi-weekly basis in approximately
equal installments during the remaining term of the Agreement or (c) on an
annual basis in approximately equal installments during the remaining term of
the Agreement. Such payments shall not be reduced in the event the Executive
obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Institution will
cause to be continued life, medical, dental and long-term or other disability
coverage substantially identical to the coverage maintained by the
Institution or the Holding Company for Executive prior to his termination at
no premium cost to the Executive, except to the extent such coverage may be
changed in its application to all Institution or Holding Company employees.
Such coverage shall cease upon the expiration of the remaining term of this
Agreement.
5. CHANGE IN CONTROL.
(a) For purposes of this Agreement, a "Change in Control" of the
Institution or Holding Company shall mean an event of a nature that: (i)
would be required to be reported in response to Item 1 of the current report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or
(ii) results in a Change in Control of the Institution or the Holding Company
within the meaning of the Change in Bank Control Act and the Rules and
Regulations promulgated by the Federal Deposit Insurance Corporation ("FDIC")
at 12 C.F.R. Section 303.4(a), with respect to the Institution, and the Rules
and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or
its predecessor agency), with respect to the Holding Company, as in effect on
the date of this Agreement; or (iii) without limitation such a Change in
Control shall be deemed to have occurred at such time as (A) any "person" (as
the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of voting securities of the Institution or the
Holding Company representing 20% or more of the Institution's or the Holding
Company's outstanding voting securities or right to acquire such securities
except for any voting securities of the Institution purchased by the Holding
Company and any voting securities purchased by any employee benefit plan of
the Institution or the Holding Company, or (B) individuals who constitute the
Board on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote
of at least three-quarters of the directors comprising the Incumbent Board,
or whose nomination for election by the Holding Company's stockholders was
approved by the same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (B), considered as though he were a
member of the Incumbent Board, or (C) a plan of reorganization, merger,
consolidation, sale of all or
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substantially all the assets of the Institution or the Holding Company or
similar transaction occurs in which the Institution or Holding Company is not
the resulting entity, or (D) a proxy statement has been distributed
soliciting proxies from stockholders of the Holding Company, by someone other
than the current management of the Holding Company, seeking stockholder
approval of a plan of reorganization, merger or consolidation of the Holding
Company or Institution or similar transaction with one or more corporations
as a result of which the outstanding shares of the class of securities then
subject to such plan or transaction are exchanged for or converted into cash
or property or securities not issued by the Institution or the Holding
Company, or (E) a tender offer is made for 20% or more of the voting
securities of the Stock Institution or Holding Company then outstanding.
(b) If a Change in Control has occurred pursuant to Section 5(a) or the
Board has determined that a Change in Control has occurred, Executive shall
be entitled to the benefits provided in paragraphs (c) and (d) of this
Section 5 upon his subsequent termination of employment at any time during
the term of this Agreement due to: (1) Executive's dismissal or (2)
Executive's voluntary resignation following any demotion, loss of title,
office or significant authority or responsibility, material reduction in
annual compensation or benefits or relocation of his principal place of
employment by more than 25 miles from its location immediately prior to the
Change in Control, unless such termination is because of his death,
disability, retirement or termination for Cause.
(c) Upon Executive's entitlement to benefits pursuant to Section 5(b),
the Institution shall pay Executive, or in the event of his subsequent death,
his beneficiary or beneficiaries, or his estate, as the case may be, a sum
equal to the greater of: (i) the payments due for the remaining term of the
Agreement; or (ii) three (3) times Executive's average annual compensation
for the five (5) most recent taxable years that Executive has been employed
by the Institution or such lesser number of years in the event that Executive
shall have been employed by the Institution for less than five (5) years.
Such average annual compensation shall include Base Salary, commissions,
bonuses, contributions on Executive's behalf to any pension and/or profit
sharing plan, severance payments, retirement payments, directors or committee
fees and fringe benefits paid or to be paid to the Executive in any such year
and payment of any expense items without accountability or business purpose
or that do not meet the Internal Revenue Service requirements for
deductibility by the Institution; provided, however, that any payment under
this provision and subsection 5(d) below shall not exceed three (3) times the
Executive's average annual compensation. In the event the Institution is not
in compliance with its minimum capital requirements or if such payments would
cause the Institution's capital to be reduced below its minimum regulatory
capital requirements, such payments shall be deferred until such time as the
Institution or successor thereto is in capital compliance. At the election
of the Executive, which election is to be made prior to a Change in Control,
such payment shall be made: (a) in a lump sum as of the Executive's Date of
Termination, (b) on a bi-weekly basis in approximately equal installments
over a period of thirty-six (36) months following the Executive's
termination, or (c) on an annual basis in approximately equal installments
over a period of thirty-six (36) months following the Executive's
termination. Such payments shall not
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be reduced in the event Executive obtains other employment following
termination of employment.
(d) Upon the Executive's entitlement to benefits pursuant to Section
5(b), the Institution will cause to be continued life, medical, dental and
long-term or other disability coverage substantially identical to the
coverage maintained by the Institution for Executive prior to his severance
at no premium cost to the Executive, except to the extent that such coverage
may be changed in its application for all Institution employees on a
non-discriminatory basis. Such coverage and payments shall cease upon the
expiration of thirty-six (36) months following the Date of Termination.
6. CHANGE OF CONTROL RELATED PROVISIONS.
Notwithstanding the provisions of Section 5, in no event shall the
aggregate payments or benefits to be made or afforded to Executive under said
paragraphs (the "Termination Benefits") constitute an "excess parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as amended,
or any successor thereto, and in order to avoid such a result, Termination
Benefits will be reduced, if necessary, to an amount (the "Non-Triggering
Amount"), the value of which is one dollar ($1.00) less than an amount equal
to three (3) times Executive's "base amount", as determined in accordance
with said Section 280G. The allocation of the reduction required hereby
among the Termination Benefits provided by Section 5 shall be determined by
Executive.
7. TERMINATION FOR CAUSE.
The term "Termination for Cause" shall mean termination because of: 1)
Executive's personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, regulation (other than traffic violations
or similar offenses), final cease and desist order or material breach of any
provision of this Agreement which results in a material loss to the
Institution or the Holding Company, or 2) Executive's conviction of a crime
or act involving moral turpitude or a final judgement rendered against
Executive based upon actions of Executive which involve moral turpitude. For
the purposes of this Section 7, no act, or the failure to act, on Executive's
part shall be "willful" unless done, or omitted to be done, not in good faith
and without reasonable belief that the action or omission was in the best
interests of the Institution or its affiliates. Notwithstanding the
foregoing, Executive shall not be deemed to have been Terminated for Cause
unless and until there shall have been delivered to him a Notice of
Termination which shall include a copy of a resolution duly adopted by the
affirmative vote of not less than a majority of the members of the Board at a
meeting of the Board called and held for that purpose (after reasonable
notice to Executive and an opportunity for him, together with counsel, to be
heard before the Board), finding that in the good faith opinion of the Board,
Executive was guilty of conduct justifying Termination for Cause and
specifying the particulars thereof in detail. Executive shall not have the
right to receive compensation or other benefits for any period after the Date
of Termination for Cause. During the period beginning on the date of the
Notice of
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Termination for Cause pursuant to Section 8 hereof through the Date of
Termination for Cause, stock options and related limited rights granted to
Executive under any stock option plan shall not be exercisable nor shall any
unvested awards granted to Executive under any stock benefit plan of the
Institution, the Holding Company or any subsidiary or affiliate thereof,
vest. At the Date of Termination for Cause, such stock options and related
limited rights and any unvested awards shall become null and void and shall
not be exercisable by or delivered to Executive at any time subsequent to
such Termination for Cause.
8. NOTICE.
(a) Any purported termination by the Institution or by Executive shall
be communicated by Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a written
notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated.
(b) "Date of Termination" shall mean the date specified in the Notice of
Termination (which, in the case of a Termination for Cause, shall not be less
than thirty days from the date such Notice of Termination is given);
provided, however, that if a dispute regarding the Executive's termination
exists, the "Date of Termination" shall be determined in accordance with
Section 8(c) of this Agreement.
(c) If, within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other
party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order or decree of a court of competent
jurisdiction (the time for appeal therefrom having expired and no appeal
having been perfected) and, provided further, that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute,
in the event the Executive is terminated for reasons other than Termination
for Cause, the Institution will continue to pay Executive his Base Salary in
effect when the notice giving rise to the dispute was given until the earlier
of: 1) the resolution of the dispute in accordance with this Agreement or 2)
the expiration of the remaining term of this Agreement as determined as of
the Date of Termination. Amounts paid under this Section are in addition to
all other amounts due under this Agreement and shall not be offset against or
reduce any other amounts due under this Agreement.
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9. POST-TERMINATION OBLIGATIONS.
All payments and benefits to Executive under this Agreement shall be
subject to Executive's compliance with this Section 9 for one (1) full year
after the earlier of the expiration of this Agreement or termination of
Executive's employment with the Institution. Executive shall, upon
reasonable notice, furnish such information and assistance to the Institution
as may reasonably be required by the Institution in connection with any
litigation in which it or any of its subsidiaries or affiliates is, or may
become, a party.
10. NON-COMPETITION AND NON-DISCLOSURE.
(a) Upon any termination of Executive's employment hereunder pursuant to
Section 4 hereof, Executive agrees not to compete with the Institution for a
period of one (1) year following such termination in any city, town or county
in which the Executive's normal business office is located and the
Institution has an office or has filed an application for regulatory approval
to establish an office, determined as of the effective date of such
termination, except as agreed to pursuant to a resolution duly adopted by the
Board. Executive agrees that during such period and within said cities,
towns and counties, Executive shall not work for or advise, consult or
otherwise serve with, directly or indirectly, any entity whose business
materially competes with the depository, lending or other business activities
of the Institution. The parties hereto, recognizing that irreparable injury
will result to the Institution, its business and property in the event of
Executive's breach of this Subsection 10(a) agree that in the event of any
such breach by Executive, the Institution, will be entitled, in addition to
any other remedies and damages available, to an injunction to restrain the
violation hereof by Executive, Executive's partners, agents, servants,
employees and all persons acting for or under the direction of Executive.
Nothing herein will be construed as prohibiting the Institution from pursuing
any other remedies available to the Institution for such breach or threatened
breach, including the recovery of damages from Executive.
(b) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Institution and
affiliates thereof, as it may exist from time to time, is a valuable, special
and unique asset of the business of the Institution. Executive will not,
during or after the term of his employment, disclose any knowledge of the
past, present, planned or considered business activities of the Institution
or affiliates thereof to any person, firm, corporation, or other entity for
any reason or purpose whatsoever. Notwithstanding the foregoing, Executive
may disclose any knowledge of banking, financial and/or economic principles,
concepts or ideas which are not solely and exclusively derived from the
business plans and activities of the Institution. Further, Executive may
disclose information regarding the business activities of the Institution to
the Commissioner of Banks and Real Estate of the State of Illinois
("Commissioner"), OTS and the Federal Deposit Insurance Corporation ("FDIC")
pursuant to a formal regulatory request. In the event of a breach or
threatened breach by Executive of the provisions of this Section, the
Institution will be entitled to an injunction restraining Executive from
disclosing, in whole or in part, the knowledge of the past, present, planned
or considered business activities of the Institution or affiliates thereof,
or from rendering
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any services to any person, firm, corporation, other entity to whom such
knowledge, in whole or in part, has been disclosed or is threatened to be
disclosed. Nothing herein will be construed as prohibiting the Institution
from pursuing any other remedies available to the Institution for such breach
or threatened breach, including the recovery of damages from Executive.
11. SOURCE OF PAYMENTS.
(a) All payments provided in this Agreement shall be timely paid in cash
or check from the general funds of the Institution. The Holding Company,
however, unconditionally guarantees payment and provision of all amounts and
benefits due hereunder to Executive and, if such amounts and benefits due
from the Institution are not timely paid or provided by the Institution, such
amounts and benefits shall be paid or provided by the Holding Company.
(b) Notwithstanding any provision herein to the contrary, to the extent
that payments and benefits, as provided by this Agreement, are paid to or
received by Executive under the Employment Agreement effective as of
______________, 1997, between Executive and the Holding Company, such
compensation payments and benefits paid by the Holding Company will be
subtracted from any amounts due simultaneously to Executive under similar
provisions of this Agreement. Payments pursuant to this Agreement and the
Holding Company Agreement shall be allocated in proportion to the services
rendered and time expended on such activities by Executive as determined by
the Holding Company and the Institution on a quarterly basis.
12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
This Agreement contains the entire understanding between the parties
hereto and supersedes any prior employment agreement between the Institution
or any predecessor of the Institution and Executive, except that this
Agreement shall not affect or operate to reduce any benefit or compensation
inuring to Executive of a kind elsewhere provided. No provision of this
Agreement shall be interpreted to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this
Agreement.
13. NO ATTACHMENT.
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and
any attempt, voluntary or involuntary, to affect any such action shall be
null, void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of,
Executive and the Institution and their respective successors and assigns.
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14. MODIFICATION AND WAIVER.
(a) This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party
charged with such waiver or estoppel. No such written waiver shall be deemed
a continuing waiver unless specifically stated therein, and each such waiver
shall operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future as to any act
other than that specifically waived.
15. REQUIRED PROVISIONS.
(a) Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with 12 U.S.C.
Section 1828(k) and any rules and regulations promulgated thereunder,
including 12 C.F.R. Part 359.
16. SEVERABILITY.
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other
provision of this Agreement or any part of such provision not held so
invalid, and each such other provision and part thereof shall to the full
extent consistent with law continue in full force and effect.
17. HEADINGS FOR REFERENCE ONLY.
The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.
18. GOVERNING LAW.
The validity, interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Illinois.
19. ARBITRATION.
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a location selected by Executive within
fifty (50) miles from the location of the Institution, in accordance with the
rules of the American Arbitration Institution then in effect. Judgment may
be entered on the arbitrator's award in any court having jurisdiction;
provided, however, that Executive shall be entitled to seek specific
performance of his right to be paid until the Date of
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Termination during the pendency of any dispute or controversy arising under
or in connection with this Agreement.
20. PAYMENT OF COSTS AND LEGAL FEES.
In the event any dispute or controversy arising under or in connection
with Executive's termination is resolved in favor of the Executive, whether
by judgment, arbitration or settlement, Executive shall be entitled to the
payment of: (1) all legal fees incurred by Executive in resolving such
dispute or controversy, and (2) any back-pay, including salary, bonuses and
any other cash compensation, fringe benefits and any compensation and
benefits due Executive under this Agreement.
21. INDEMNIFICATION.
(a) The Institution shall provide Executive (including his heirs,
executors and administrators) with coverage under a standard directors' and
officers' liability insurance policy at its expense and shall indemnify
Executive (and his heirs, executors and administrators) to the fullest extent
permitted under Illinois 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 a
director or officer of the Institution (whether or not he continues to be a
director or 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.
22. SUCCESSOR TO THE INSTITUTION.
The Institution shall require any successor or assignee, whether direct
or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Institution or the Holding
Company, expressly and unconditionally to assume and agree to perform the
Institution's obligations under this Agreement, in the same manner and to the
same extent that the Institution would be required to perform if no such
succession or assignment had taken place.
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SIGNATURES
IN WITNESS WHEREOF, Elgin Financial Center, S.B. and EFC Bancorp, Inc.
have caused this Agreement to be executed and their seals to be affixed
hereunto by their duly authorized officers and directors, and Executive has
signed this Agreement, on the ______ day of ___________, 1997.
ATTEST: ELGIN FINANCIAL CENTER, S.B.
_______________________ By: _______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇ [Name]
Secretary For The Board of Directors
[SEAL]
ATTEST: EFC BANCORP, INC.
(Guarantor)
_______________________ By: _______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇ [Name]
Secretary For The Board of Directors
[SEAL]
WITNESS:
_______________________ _______________________________________
[Name]
Executive
