Exhibit 10.2
AGREEMENT
THIS AGREEMENT ("Agreement") made this 26th day of February, 1998
between FIRST NATIONAL BANK OF OTTAWA, a national banking association
("Bank") and XXXXXX XXXXXX, an Illinois resident ("Xxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxx is Executive Vice President of Bank, and
WHEREAS, Xxxxxx has performed good and valuable services for Bank, and
WHEREAS, in consideration of such service, Bank desires to provide
security to Xxxxxx in the event Bank undergoes a change of control,
NOW THEREFORE, for good and valuable consideration, the receipt of which
is here acknowledged, the parties hereby agree as follows:
1. CHANGE OF CONTROL. For purposes of this Agreement, "Change of
Control" shall mean a transaction in which a party, or parties acting in
concert, acquires the legal or beneficial ownership of not less than fifty
percent (50%) of the outstanding voting shares of Bank, or of any company
which owns at least fifty percent (50%) of Bank.
2. GOOD REASON. If, within two years following a Change of Control,
Bank shall, without prior written consent of Xxxxxx, reduce or attempt to
reduce the rights, responsibilities or perquisites of Xxxxxx generally,
including but not limited to:
a. removal of Xxxxxx from his current position of Executive Vice
President to some lesser position, or
b. cause Xxxxxx to relocate his home or business location further
than fifty miles from Ottawa, Illinois, or
c. such other action which can reasonably be interpreted to have
the effect of materially reducing Xxxxxx' responsibilities or
authority,
then Xxxxxx may tender his written resignation and such resignation shall be
deemed to be for Good Reason.
3. TERMINATION PAY. If Xxxxxx resigns for Good Reason, he shall be
entitled to his then base annual salary and health and life insurance benefits
for a period from the date of such resignation until the end of the two year
period following the Change of Control, payable periodically in accordance
with Bank's regular compensation schedule; provided, however, that said
salary and benefits shall immediately cease and no money shall be due and
owing to employee if at any time during such two year period Xxxxxx
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is terminated For Cause, and further provided, that such health and life
insurance benefits shall cease upon Xxxxxx receiving such benefits from a
subsequent employer.
4. FOR CAUSE. "For Cause" shall mean the following:
x. Xxxxxx engages in fraudulent or dishonest conduct, or
x. Xxxxxx fails to faithfully, industriously, and to the best of
his ability, perform duties required of him as Executive Vice
President of Bank.
5. MISCELLANEOUS.
a. This written Agreement contains the sole and entire Agreement
between the parties, and supersedes any and all other agreements
between them.
b. The waiver by either party of breach of any provision of this
Agreement, shall not operate as, or be construed a waiver of any
subsequent breach thereof. No waiver or modification of this
Agreement or of any covenant, condition or limitation herein
contained shall be valid unless in writing and duly executed by
the party to be charged therewith.
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c. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision thereof and
this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
d. In any action, special proceedings or other proceedings that may
be brought arising out of, in connection with, or by reasons of
this Agreement, the laws of the State of Illinois shall be
applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction in which the
action or special proceeding may be instituted.
e. The section headings contained herein are inserted for ease of
reference only and shall not control or affect the meaning or
construction of the provisions hereof.
f. This Agreement shall be binding on and inure to the benefit of
the respective parties and their respective heirs, legal
representatives, successors and assigns.
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IN WITNESS WHEREOF, Bank has hereunto caused this Agreement to be
executed and Xxxxxx has hereunto set his hand, all being done in duplicate
originals with one being delivered to each party on the 26th day of February,
1998.
Executed at Ottawa, Illinois on the date first above written.
FIRST NATIONAL BANK OF OTTAWA XXXXXX XXXXXX
By: /s/ Xxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxx
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Its: Chairman-Personnel Xxxxxx Xxxxxx
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