EXHIBIT 10.2
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Agreement amends, restates and supersedes in its entirety the
prior employment agreement entered into effective as of January 1, 2006 between
the parties described below.
This Agreement is made effective as of January 1, 2006 (the "Effective
Date"), by and between First Federal Savings & Loan Association of Edwardsville,
a stock savings association (the "Bank"), with its principal office in
Edwardsville, Illinois, and Xxxxxx Xxxxxxx ("Executive"). References to the
"Company" mean First Federal Financial Services, Inc., a federal corporation.
The Company shall be a signatory to this Agreement for the sole purpose of
guaranteeing the Bank's performance hereunder.
WHEREAS, Executive currently serves as an officer of the Bank and in
order to provide Executive further incentive to achieve the financial and
performance objectives of the Bank, the parties desire to enter into this
Agreement upon the terms and conditions hereof; and
WHEREAS, Executive agrees that this Agreement supersedes and replaces
that certain Executive Employment Agreement with the Bank dated as of June 29,
2004 and amended as of November 17, 2005.
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.
Executive agrees to serve as the Senior Vice President - Residential
Lending of the Company and the Bank. In this position, Executive shall be
responsible for establishing and implementing the business objectives, policies
and strategic plan of the Bank in connection with residential lending
activities, pursuant to direction from the Chief Executive Officer and/or the
Board of Directors. Executive also agrees to serve, if appointed or elected, as
an officer and director of the Bank or the Company or any subsidiary or
affiliate of the Bank.
2. TERM AND DUTIES.
(a) The term of this Agreement and the period of Executive's
employment hereunder shall begin as of the Effective Date and will continue for
a period of twelve (12) full calendar months thereafter. Commencing on the first
anniversary date of this Agreement, and continuing on each January 1st
thereafter (the "Anniversary Date"), this Agreement shall renew for an
additional year such that the remaining term shall be twelve (12) full calendar
monthsprovided, however, that the Board shall at least sixty (60) days before
such Anniversary Date conduct a comprehensive performance evaluation and review
of the Executive for purposes of determining whether to extend this Agreement.
The Board shall give the Executive notice of its decision whether or not to
renew this Agreement at least thirty (30) days and not more than sixty (60) days
prior to the Anniversary Date, and if written notice of non-renewal is provided
to the Executive within said time frame, the term of this Agreement shall not be
extended.
(b) During the period of his employment hereunder, except for
periods of absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence approved by the Chief Executive Officer, 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 Bank;
provided, however, that, with the approval of the Board, Executive may serve, or
continue to serve, on the boards of directors of, and hold any other offices or
positions in, business, social, religious, charitable or similar organizations,
which, in the Board's judgment, will not present any conflict of interest with
the Bank, or materially affect the performance of Executive's duties pursuant to
this Agreement.
3. COMPENSATION, BENEFITS AND REIMBURSEMENT.
(a) The compensation specified under this Agreement shall
constitute the salary and benefits paid for the duties described in Section
2(b). The Bank shall pay Executive as compensation a salary of not less than
$95,000 per year ("Base Salary"). Such Base Salary shall be payable biweekly, or
with such other frequency as officers and employees are generally paid. During
the period of this Agreement, Executive's Base Salary shall be reviewed at least
annually. Such review shall be conducted by the Chief Executive Officer, and the
Bank may increase, but not decrease (except a decrease that is generally
applicable to all employees) Executive's Base Salary (with any increase in Base
Salary to become "Base Salary" for purposes of this Agreement). In addition to
the Base Salary, the Bank shall provide Executive at no cost to Executive with
all such other benefits as are provided uniformly to permanent full-time
employees of the Bank. Base Salary shall include any amounts of compensation
deferred by Executive under qualified and nonqualified plans maintained by the
Bank.
(b) Executive will 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, health-and-accident insurance plans, medical coverage or any other
employee benefit plan or arrangement made available by the Bank or the Company
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 will be entitled to participate in any
incentive compensation and bonus plans offered by the Bank or the Company in
which Executive is eligible to participate. Nothing paid to Executive under any
such plan or arrangement will be deemed to be in lieu of other compensation to
which Executive is entitled under this Agreement.
(c) In addition to the Base Salary, the Bank 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 Chief
Executive Officer may from time to time determine. The Bank shall reimburse
Executive for his ordinary and necessary business expenses including, without
limitation, fees for memberships in such clubs and organizations as Executive
and the Chief Executive Officer shall mutually agree are necessary and
appropriate for business purposes, and travel and entertainment expenses,
incurred in connection with the performance of his duties under this Agreement.
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4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.
(a) Upon the occurrence of an Event of Termination (as herein
defined) during Executive's term of employment under this Agreement, the
provisions of this Section 4 shall apply. As used in this Agreement, an "Event
of Termination" shall mean and include any of the following:
(i) the termination by the Bank of Executive's full-time
employment hereunder for any reason other than
termination governed by Section 5 (Termination for
Cause) or termination governed by Section 6
(termination due to Disability or death); or
(ii) Executive's resignation from the Bank's employ for
any of the following reasons:
(A) the failure to appoint or reappoint
Executive to the position set forth under
Section 1;
(B) a material change in Executive's functions,
duties, or responsibilities with the Bank,
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;
(C) a relocation of Executive's principal place
of employment by more than thirty (30) miles
from its location at the Effective Date;
(D) a material reduction in the benefits and
perquisites to Executive from those being
provided as of the later of the Effective
Date or any subsequent Anniversary Date,
other than an employee-wide reduction in pay
or benefits;
(E) a liquidation or dissolution of the Company
or the Bank, other than a liquidation or
dissolution that is caused by a
reorganization or a mutual-to-stock
conversion of the First Federal Financial
Services, MHC (the "Mutual Holding Company")
which does not affect the status of
Executive; or
(F) a material breach of this Agreement by the
Bank.
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 thirty (30) days prior written Notice
of Termination, as defined in Section 9(b), given
within ninety (90) days after the event giving rise
to said right to elect. Notwithstanding the preceding
sentence, in the event of a continuing breach of this
Agreement by the Bank, Executive, after giving due
notice within the prescribed time frame of an initial
event specified
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above, shall not waive any of his rights under this
Agreement and this Section solely by virtue of the
fact that Executive has submitted his resignation,
provided Executive has remained in the employment of
the Bank and is engaged in good faith discussions to
resolve any occurrence of an event described in
clauses (A), (B), (C), (D) or (F) above.
(iii) (A) Executive's involuntary termination by the Bank
or the Company (or any successor thereto) on the
effective date of, or at any time following, a Change
in Control, or (B) Executive's resignation from the
employment with the Bank or the Company (or any
successor thereto) following a Change in Control as a
result of any event described in Section 4(a)(ii)(A),
(B), (C), (D), or (F) above. For these purposes, a
"Change in Control" shall mean a change in control of
the Bank or the Company of a nature that: (i) would
be required to be reported in response to Item 5.01
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 0000 (xxx "Xxxxxxxx
Xxx"); or (ii) 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), other than the
Mutual Holding Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined
voting power of the Company's outstanding securities
except for any securities purchased by the Bank's
employee stock ownership plan or trust; or (b)
individuals who constitute the Board of Directors of
the Company 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 a majority of the
directors of the 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
substantially all the assets of the Bank or the
Company or similar transaction in which the Bank or
Company is not the surviving institution occurs.
(b) Upon the occurrence of an Event of Termination under Sections
4(a) (i) or (ii), on the Date of Termination, as defined in Section 9(b), the
Bank 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, as
severance pay or liquidated damages, or both, an amount equal to the sum of: (i)
his earned but unpaid salary as of the date of his termination of employment
with the Bank; (ii) the benefits, if any, to which he is entitled as a former
employee under the employee benefit plans and programs and compensation plans
and programs maintained for the benefit of the Bank or Company's officers and
employees; (iii) the remaining payments that Executive would have earned, in
accordance with Sections 3(a) and 3(b), if he had continued his employment with
the Bank for twelve (12) full months following such Event of Termination, and
had earned the maximum bonus or incentive award in each calendar year that ends
during such term; and (iv) the annual contributions or payments that would have
been made on Executive's behalf to
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any employee benefit plans of the Bank as if Executive had continued his
employment with the Bank for twelve (12) full months following such Event of
Termination, based on contributions or payments made (on an annualized basis) at
the Date of Termination. Any payments hereunder shall be made in a lump sum
within thirty (30) days after the Date of Termination, or in the event that
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")
applies, no later than the first day of the seventh month following the Date of
Termination. Such payments shall not be reduced in the event Executive obtains
other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination under Section
4(a)(iii), on the Date of Termination, as defined in Section 9(b), the Bank
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, as
severance pay or liquidated damages, or both, an amount equal to the sum of: (i)
his earned but unpaid salary as of the date of his termination of employment
with the Bank; (ii) the benefits, if any, to which he is entitled as a former
employee under the employee benefit plans and programs and compensation plans
and programs maintained for the benefit of the Bank or Company's officers and
employees; (iii) the remaining payments that Executive would have earned, in
accordance with Sections 3(a) and 3(b), if he had continued his employment with
the Bank for an eighteen (18) month period following such Event of Termination,
and had earned the maximum bonus or incentive award in each calendar year that
ends during such term; and (iv) the annual contributions or payments that would
have been made on Executive's behalf to any employee benefit plans of the Bank
as if Executive had continued his employment with the Bank for an eighteen (18)
month period following such Event of Termination, based on contributions or
payments made (on an annualized basis) at the Date of Termination. Any payments
hereunder shall be made in a lump sum within thirty (30) days after the Date of
Termination, or in the event that Section 409A of the Code applies, no later
than the first day of the seventh month following the Date of Termination. Such
payments shall not be reduced in the event Executive obtains other employment
following termination of employment.
(d) To the extent required under applicable law, upon the
occurrence of an Event of Termination, the Bank will cause to be continued life,
medical and disability coverage substantially identical to the coverage
maintained by the Bank for Executive and his family prior to Executive's
termination.
(e) Notwithstanding anything in this Agreement to the contrary, in
no event shall the aggregate payments or benefits to be made or afforded to
Executive under this Section constitute an "excess parachute payment" under
Section 280G of the Code or any successor thereto, and in order to avoid such a
result, Executive's benefits hereunder shall be reduced, if necessary, to an
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
Section 280G. The allocation of the reduction required hereby shall be
determined by Executive.
5. TERMINATION FOR JUST CAUSE.
(a) The term "Termination for Just Cause" shall mean mean
termination because of the Executive's personal dishonesty, incompetence,
willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law,
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rule or regulation (other than traffic violations or similar offenses) or final
cease-and-desist order, or material breach of any provision of this Agreement.
(b) Notwithstanding Section 5(a), neither the Company nor the Bank
may terminate Executive for Just Cause unless and until there shall have been
delivered to him a Notice of Termination, finding that in the good faith opinion
of the Chief Executive Officer, Executive was guilty of conduct justifying
Termination for Just Cause and specifying the particulars thereof in detail.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Just Cause. During the period beginning on the
date of the Notice of Termination for Just Cause through the Date of
Termination, any unvested 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 Bank,
the Company or any subsidiary or affiliate thereof, vest. At the Date of
Termination, any such unvested stock options and related limited rights and any
such 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 Just
Cause. In the Event of Executive's Termination for Just Cause, the Executive
shall resign immediately as a director of the Company and the Bank and as a
director and/or officer of any subsidiary or affiliate of the Company and/or the
Bank.
6. TERMINATION FOR DISABILITY OR DEATH.
(a) The Bank or Executive may terminate Executive's employment
after having established Executive's Disability. For purposes of this Agreement,
"Disability" means a physical or mental infirmity that impairs Executive's
ability to substantially perform his duties under this Agreement and that
results in Executive's becoming eligible for long-term disability benefits under
a long-term disability plan of the Company or the Bank (or, if the Company or
the Bank has no such plan in effect, that impairs Executive's ability to
substantially perform his duties under this Agreement for a period of one
hundred eighty (180) consecutive days). The Chief Executive Officer shall
determine in good faith, based upon competent medical advice and other factors
that he reasonably believes to be relevant, whether or not Executive is and
continues to be disabled for purposes of this Agreement. As a condition to any
benefits, the Chief Executive Officer may require Executive to submit to such
physical or mental evaluations and tests as he deems reasonably appropriate, at
the Bank's expense. In the event of such Disability, Executive's obligation to
perform services under this Agreement will terminate. In the event of such
termination, Executive shall receive benefits under any disability program
sponsored by the Company or the Bank, provided such benefit is not less than the
benefits provided in the following sentence of this Section 6(a). In the event
the Company or the Bank does not sponsor any disability programs, the Executive
shall continue to receive his Base Salary at the rate in effect on the Date of
Termination for the remainder of the then-current term.
(b) In the event of Executive's death during the term of this
Agreement, his estate, legal representatives or named beneficiary or
beneficiaries (as directed by Executive in writing) shall be paid Executive's
Base Salary, at the rate in effect at the time of Executive's death for the
remainder of the then-current term.
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7. TERMINATION UPON RETIREMENT
Termination of Executive's employment based on "Retirement" shall mean
termination of Executive's employment on or after age 65 or in accordance with
any retirement policy established by the Bank or the Company with Executive's
consent with respect to him. Upon termination of Executive based on Retirement,
no amounts or benefits shall be due Executive under this Agreement, and
Executive shall be entitled to all benefits under any retirement plan of the
Bank and other plans to which Executive is a party.
8. RESIGNATION FROM BOARDS OF DIRECTORS
In the event of termination of Executive's employment for any reason
other than upon a Change in Control, to the extent that Executive serves as a
director of the Company and the Bank, and/or as a director and/or officer of any
subsidiary or affiliate of the Company and/or the Bank, Executive shall
immediately resign as a director.
9. NOTICE.
(a) Any notice required hereunder shall be in writing and
hand-delivered to the other party. Any termination by the Bank 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 (A) if Executive's employment
is terminated for Disability, thirty (30) days after a Notice of Termination is
given (provided that he shall not have returned to the performance of his duties
on a full-time basis during such thirty (30) day period), and (B) if his
employment is terminated for any other reason, the date specified in the Notice
of Termination.
(c) If the party receiving a Notice of Termination desires to
dispute or contest the basis or reasons for termination, the party receiving the
Notice of Termination must notify the other party within thirty (30) days after
receiving the Notice of Termination that such a dispute exists, and shall pursue
the resolution of such dispute in good faith and with reasonable diligence.
During the pendency of any such dispute, neither the Company nor the Bank shall
be obligated to pay Executive compensation or other payments beyond the Date of
Termination.
10. SOURCE OF PAYMENTS.
All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Bank. The Company, however, guarantees
payment and provision of all amounts and benefits due hereunder to Executive,
and if such amounts and benefits due from the Bank are not timely paid or
provided by the Bank, such amounts and benefits shall be paid or provided by the
Company.
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11. 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 Bank or any
predecessor of the Bank and Executive, including, without limitation, that
certain Executive Employment Agreement dated as of June 29, 2004 and amended as
of November 17, 2005. 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.
12. NO ATTACHMENT; BINDING ON SUCCESSORS.
(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 effect 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 Bank and their respective successors and assigns.
13. 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.
14. REQUIRED PROVISIONS.
(a) The Bank may terminate Executive's employment at any time, but
any termination by the Bank other than Termination for Just Cause as defined in
Section 5 hereof shall not prejudice Executive's right to compensation or other
benefits under this Agreement. Executive shall have no right to receive
compensation or other benefits for any period after Termination for Cause.
(b) If Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) [12 USC ss.1818(e)(3)] or 8(g)(1) [12 USC
ss.1818(g)(1)] of the Federal Deposit Insurance Act (the "FDI Act"), the Bank's
obligations under this Agreement shall be suspended as of the date of service,
unless stayed by appropriate proceedings. If the charges in the notice are
dismissed, the Bank may in its discretion (i) pay Executive all or part of the
compensation withheld while its contract obligations were suspended and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.
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(c) If Executive is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
Section 8(e)(4) [12 USC ss.1818(e)(4)] or 8(g)(1) [12 USC ss.1818(g)(1)] of the
FDI Act, all obligations of the Bank under this Agreement shall terminate as of
the effective date of the order, but vested rights of the contracting parties
shall not be affected.
(d) If the Bank is in default as defined in Section 3(x)(1) [12
USC ss.1813(x)(1)] of the FDI Act, all obligations of the Bank under this
Agreement shall terminate as of the date of default, but this paragraph shall
not affect any vested rights of the contracting parties.
(e) All obligations under this Agreement shall be terminated,
except to the extent determined that continuation of this Agreement is necessary
for the continued operation of the Bank, (i) by the Director of the OTS or his
or her designee, at the time the FDIC enters into an agreement to provide
assistance to or on behalf of the Bank under the authority contained in Section
13(c) [12 USC ss.1823(c)] of the FDI Act; or (ii) by the Director or his or her
designee at the time the Director or his or her designee approves a supervisory
merger to resolve problems related to operation of the Bank or when the Bank is
determined by the Director 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.
(f) Notwithstanding anything herein contained to the contrary, any
payments to Executive by the Company, whether pursuant to this Agreement or
otherwise, are subject to and conditioned upon their compliance with Section
18(k) of the FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated
thereunder in 12 C.F.R. Part 359.
15. 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.
16. 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.
17. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Illinois
but only to the extent not superseded by federal law.
18. ARBITRATION.
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by binding arbitration, conducted before
a single arbitrator selected by the Bank and Executive sitting in a location
selected by the Bank and Executive within twenty-five
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(25) miles of Edwardsville, Illinois in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.
19. PAYMENT OF LEGAL FEES.
All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of interpretation relating to this Agreement shall be paid
or reimbursed by the Bank, provided that the dispute or interpretation has been
settled by Executive and the Bank or resolved in Executive's favor.
20. INDEMNIFICATION.
(a) The Bank 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 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 a director
or officer of the Bank (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 (such settlements must be
approved by the Board); provided, however, the Bank shall not be required to
indemnify or reimburse Executive for legal expenses or liabilities incurred in
connection with an action, suit or proceeding arising from any illegal or
fraudulent act committed by Executive. Any such indemnification shall be made
consistent with OTS Regulations and Section 18(K) of the Federal Deposit
Insurance Act, 12 U.S.C. ss.1828(K), and the regulations issued thereunder in 12
C.F.R. Part 359.
(b) Notwithstanding the foregoing, no indemnification shall be
made unless the Bank gives the OTS at least 60 days' notice of its intention to
make such indemnification. Such notice shall state the facts on which the action
arose, the terms of any settlement, and any disposition of the action by a
court. Such notice, a copy thereof, and a certified copy of the resolution
containing the required determination by the Board shall be sent to the Regional
Director of the OTS, who shall promptly acknowledge receipt thereof. The notice
period shall run from the date of such receipt. No such indemnification shall be
made if the OTS advises the Bank in writing within such notice period, of its
objection thereto.
IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement
to be executed by their duly authorized representatives, and Executive has
signed this Agreement, effective as of the date first above written. The Company
has become a party to this Agreement for the sole purpose of binding itself to
the duties and obligations set forth herein.
ATTEST: FIRST FEDERAL SAVINGS & LOAN
ASSOCIATION OF EDWARDSVILLE
By:
--------------------------------- -------------------------------
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Xxxxx Xxxxxx, Xxxxxxxxx Secretary Xxxxx X. Xxxxx, President and
Chief Executive Officer
ATTEST: FIRST FEDERAL FINANCIAL
SERVICES, INC.
By:
--------------------------------- -------------------------------
Xxxxx Xxxxxx, Corporate Secretary Xxxxx X. Xxxxx, President and
Chief Executive Officer
WITNESS: EXECUTIVE:
--------------------------------- -----------------------------------
Xxxxxx Xxxxxxx
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