PERSONAL SERVICE CONTRACT
This agreement is made and entered into as of October 30, 1996, by and
between Illini Corporation and Illini Bank and Xxxxxxx X. XxXxxx.
RECITALS. Whereas, Illini Corporation and Illini Bank is a banking holding
company chartered under the laws of the State of Illinois, as amended, Illini
Corporation and Illini Bank is a commercial banking corporation chartered under
the laws of the State of Illinois, and, whereas, Xxxxxxx X. XxXxxx (hereafter
referred to as "XxXxxx") is interested in being employed as President of Illini
Corporation and Illini Bank, and, whereas, Illini Corporation and Illini Bank
and XxXxxx, parties to this agreement, desire to make certain agreements between
themselves relating to personal services to be rendered by XxXxxx to Illini
Corporation and Illini Bank.
AGREEMENT. Now therefore, in consideration of the premises and the mutual
promises and covenants contained herein, the above named parties agree as
follows:
1. EFFECTIVE DATE AND TERM. This contract shall be effective as of the date
of this contract and shall continue and remain in effect until December 31,
1999, unless earlier terminated as provided herein.
Upon the expiration of the stated term, if this contract has not been
sooner terminated, it shall continue on an indefinite term until it is replaced
in writing or until it is terminated as provided hereunder, except that the
severance provisions of paragraph 5 shall not apply after the above date.
2. SERVICES TO BE PERFORMED.
XxXxxx shall hold the position of President of Illini Corporation and of
Illini Bank and in such capacity shall have the authority, duties and
responsibilities as set forth in governing banking regulations, in Illini
Corporation's and Illini Bank's Bylaws, and in the table of organization of
Illini Corporation and Illini Bank. Such duties may be modified from time to
time in accordance with the by-laws of Illini Corporation and Illini Bank,
unless otherwise prohibited by this agreement.
It is expressly understood that XxXxxx shall perform his services for
corporate business purposes and in strict accordance with prevailing law and
banking regulations.
3. COMPENSATION FOR SERVICES.
XxXxxx'x annual initial base salary shall be $107,000. In addition to said
compensation, XxXxxx will be a participant in Illini Corporation and Illini
Bank's Performance Compensation for Stakeholders program for as long as such
program is in effect. XxXxxx will also receive and participate in such other
benefits as are made available to employees of Illini Corporation and Illini
Bank. XxXxxx'x compensation may be, from time to time, adjusted by the Board of
Directors of Illini Corporation and Illini Bank or by any other Committee of
Illini Corporation and Illini Bank authorized to act for the Board of Directors
in this regard.
4. TERMINATION.
It is the intent of the parties that this contract run its stated length.
Notwithstanding that intent, Illini Corporation and Illini Bank may terminate
XxXxxx'x employment for (a) substantial violation of Illini Corporation and
Illini Bank's Code of Conduct or its personnel policies in effect from time to
time; (b) substantial violation of laws and regulations applicable to banking,
or (c) failure to maintain and perform the personal services herein agreed in
accordance with professional standards of skill, care or prudence.
This contract may also be canceled without cause by either party upon
giving thirty (30) days, written notice.
5. SEVERANCE PAY FOR EARLY TERMINATION.
In the event XxXxxx'x employment is terminated prior to the date set forth
in paragraph 1, XxXxxx shall be entitled to severance pay only under the
following circumstances:
(a) If Illini Corporation or Illini Bank terminate XxXxxx'x employment,
except for cause as set forth in paragraph 4;
(b) XxXxxx terminates his employment for "good reason" within 6 months of
the date of a change of control of Illini Corporation and/or Illini
Bank as defined in the Change in Bank Control Act of 1978, as amended.
For the purpose of this subparagraph, "good reason" is defined as a
decrease in his annual base salary or a substantial change in his job
description or actual duties of employment by Illini Corporation or
Illini Bank.
Severance pay under the foregoing circumstances shall be equal to 6 months
of annual base pay, plus any and all benefits to which he may be entitled, any
compensation earned under any compensation program, any employee benefits for
which he is qualified at the time of termination, and reasonable expenses of
out-placement and reemployment within the financial institutions industry.
Outplacement expenses shall be paid only upon actually incurring such expenses
and his furnishing of evidence thereof to the obligated party, and shall not
include moving or relocation expenses. For the purposes of this paragraph, said
6 month period shall begin on the date of the notice of termination by either
party. Under no circumstances shall the total severance amount paid under this
paragraph exceed the amount which XxXxxx would have received under this
contract, had it continued until its termination under paragraph 1 of this
contract.
6. PERSONNEL POLICY.
The personnel policy of Illini Corporation and Illini Bank in effect at the
date of the signing of this contract, and as may be amended or otherwise changed
in the sole discretion of the Compensation Committee of the Board of Directors
of Illini Corporation and Illini Bank or by any other authorized act as the
Board of Directors of Illini Corporation and Illini Bank shall approve from time
to time, shall be incorporated in its entirety by this reference and remain in
full force and effect.
7. CONFIDENTIAL AND PROPRIETARY INFORMATION.
Confidential and proprietary is defined as any information, date, figures,
sales, projections, estimates, customer lists, tax records, personnel history,
accounting procedures, equipment, designs, processes, dealings, trade secrets,
trademarks, business plans, studies, business procedures, computer programs in
any form, computer services in any form, training, economic policies, operating
methods, finances, books, records and accounts relating in any manner to Illini
Corporation and Illini Bank Is customers and its subsidiaries, whether prepared
by XxXxxx or otherwise coming into XxXxxx'x possession, or which may be
entrusted to XxXxxx or come known to XxXxxx during his employment with Illini
Corporation and Illini Bank, and which are not generally available to the
public. Such confidential and proprietary information shall not include any
copyright over intellectual property created by XxXxxx, except to the extent
specifically created for use by Illini Corporation or Illini Bank.
(a) During and after employment, XxXxxx will not directly or indirectly
use or disclose to others, including subsequent employers, any confidential or
proprietary information.
(b) Information furnished by Illini Corporation and Illini Bank to XxXxxx
with respect to the projects and services of Illini Corporation and Illini Bank
and any related confidential or proprietary information, shall be held by XxXxxx
in confidence and used only for the purposes set forth in this agreement during
employment with Illini Corporation and Illini Bank and thereafter. XxXxxx
covenants that he will take all steps necessary to protect and preserve the
confidentiality of such information.
(c) The provisions of this section 7 shall survive termination of XxXxxx'x
employment, regardless of the reason therefore. In addition to any damages
which Illini Corporation and Illini Bank may be able to show, Illini Corporation
and Illini Bank shall be entitled to specific performance or other relief,
including, without limitation, a temporary restraining order, preliminary and
permanent injunctions by a court of competent jurisdiction to enjoin and
restrain the unauthorized disclosure of such information, the parties hereto
acknowledging that Illini Corporation and Illini Bank has no adequate remedy at
law with respect to such disclosures.
8. TERMINATION OF RELATED OFFICES.
It is mutually understood by the parties herein that in the event XxXxxx'x
employment with Illini Corporation and Illini Bank is terminated for any reason,
XxXxxx will also resign from all other positions or offices held with Illini
Corporation and Illini Bank contemporaneously thereto; except a directorship
during its term.
9. NONCOMPETITION AGREEMENT.
For and in consideration of execution of this agreement, XxXxxx agrees not
to obtain employment, do any work, perform any services or engage in any
financial services business or any other business during the course of his
employment which competes in any way or manner with the performance of his
duties with Illini Corporation and Illini Bank and it subsidiaries without the
prior written consent of Illini Corporation and Illini Bank. Illini Corporation
and Illini Bank agrees, within generally accepted customs and practices of the
financial institutions industry, to not withhold such consent unreasonably.
10. AMENDMENT.
This agreement may be amended by an instrument in writing signed on behalf
of all parties thereto.
11. CONFORMANCE TO BANKING REGULATIONS.
Notwithstanding any other provision of this agreement, no part or
obligation of the above agreement shall be binding upon either party to the
extent such provision violates Banking Statutes of the Federal Government or the
Illinois Banking Act or Regulations of the Federal Deposit Insurance Corporation
or the Federal Reserve Board.
12. BINDING ON SUCCESSORS.
This agreement shall be binding upon the parties, their heirs, successors
and assigns.
13. MISCELLANEOUS.
This document constitutes the entire agreement and supercedes all other
prior agreements and undertakings of like nature, both written and oral, between
the parties, with respect to the subject matter thereof, and shall be governed
by and construed in accordance with the laws of the State of Illinois.
This agreement does not become effective until it is reviewed and approved by
the Board of Directors of Illini Corporation and Illini Bank.
In witness hereof, Xxxxxxx X. XxXxxx has caused this agreement to be signed, all
as of the date first written above.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx X. Black
--------------------------- ----------------------------------
Xxxxxxx X. XxXxxx Xxxxxx X. Black, Chairman
Illini Corporation & Illini Bank
PERSONAL SERVICE CONTRACT
This agreement is made and entered into as of October 30, 1996, by and between
Illini Corporation and Illini Bank and Xxxx Xxxxxxx.
RECITALS. Whereas, Illini Corporation and Illini Bank is a banking holding
company chartered under the laws of the State of Illinois, as amended, Illini
Corporation and Illini Bank is a commercial banking corporation chartered under
the laws of the State of Illinois, and, whereas, Xxxx Xxxxxxx (hereafter
referred to as "Xxxxxxx") is interested in being employed as Senior Vice
President - Commercial Banking Services of Illini Corporation and Illini Bank,
and, whereas, Illini Corporation and Illini Bank and Xxxxxxx, parties to this
agreement, desire to make certain agreements between themselves relating to
personal services to be rendered by Xxxxxxx to Illini Corporation and Illini
Bank.
AGREEMENT. Now therefore, in consideration of the premises and the mutual
promises and covenants contained herein, the above named parties agree as
follows:
1. EFFECTIVE DATE AND TERM. This contract shall be effective as of the date
of this contract and shall continue and remain in effect until December 31,
2001, unless earlier terminated as provided herein.
Upon the expiration of the stated term, if this contract has not been
sooner terminated, it shall continue on an indefinite term until it is
replaced in writing or until it is terminated as provided hereunder, except
that the severance provisions of paragraph 5 shall not apply after the
above date.
2. SERVICES TO BE PERFORMED.
Xxxxxxx shall hold the position of Senior vice President Commercial Banking
Services of Illini Corporation and of Illini Bank and in such capacity shall
have the authority, duties and responsibilities as set forth in governing
banking regulations, in Illini Corporation's and Illini Bank's Bylaws, and in
the table of organization of Illini Corporation and Illini Bank. Such duties
may be modified from time to time in accordance with the by-laws of Illini
Corporation and Illini Bank, unless otherwise prohibited by this agreement.
It is expressly understood that Xxxxxxx shall perform his services for
corporate business purposes and in strict accordance with prevailing law and
banking regulations.
3. COMPENSATION FOR SERVICES.
Xxxxxxx'x annual initial base salary shall be $75,000. In addition to said
compensation, Xxxxxxx will be a participant in Illini Corporation and Illini
Bank's Performance Compensation for Stakeholders program for as long as such
program is in effect. Xxxxxxx will also receive and participate in such other
benefits as are made available to employees of Illini Corporation and Illini
Bank. Xxxxxxx'x compensation may be, from time to time, adjusted by the Board
of Directors of Illini Corporation and Illini Bank or by any other Committee of
Illini Corporation and Illini Bank authorized to act for the Board of Directors
in this regard.
4. TERMINATION.
It is the intent of the parties that this contract run its stated length.
Notwithstanding that intent, Illini Corporation and Illini Bank may terminate
Xxxxxxx'x employment for (a) substantial violation of Illini Corporation and
Illini Bank's Code of Conduct or its personnel policies in effect from time to
time; (b) substantial violation of laws and regulations applicable to banking,
or (c) failure to maintain and perform the personal services herein agreed in
accordance with professional standards of skill, care or prudence.
This contract may also be canceled without cause by either party upon
giving thirty (30) days, written notice.
5. SEVERANCE PAY FOR EARLY TERMINATION.
In the event Xxxxxxx'x employment is terminated prior to the date set forth
in paragraph 1, Xxxxxxx shall be entitled to severance pay only under the
following circumstances:
(a) If Illini Corporation or Illini Bank terminate Xxxxxxx'x employment,
except for cause as set forth in paragraph 4;
(b) Xxxxxxx terminates his employment for "good reason" within 6 months of
the date of a change of control of Illini Corporation and/or Illini
Bank as defined in the Change in Bank Control Act of 1978, as amended.
For the purpose of this subparagraph, "good reason" is defined as a
decrease in his annual base salary or a substantial change in his job
description or actual duties of employment by Illini Corporation or
Illini Bank.
Severance pay under the foregoing circumstances shall be equal to 6 months
of annual base pay, plus any and all benefits to which he may be entitled, any
compensation earned under any compensation program, any employee benefits for
which he is qualified at the time of termination, and reasonable expenses of
out-placement and reemployment within the financial institutions industry.
Outplacement expenses shall be paid only upon actually incurring such expenses
and his furnishing of evidence thereof to the obligated party, and shall not
include moving or relocation expenses. For the purposes of this paragraph, said
6 month period shall begin on the date of the notice of termination by either
party. Under no circumstances shall the total severance amount paid under this
paragraph exceed the amount which Xxxxxxx would have received under this
contract, had it continued until its termination under paragraph I of this
contract.
6. PERSONNEL POLICY.
The personnel policy of Illini Corporation and Illini Bank in effect at the
date of the signing of this contract, and as may be amended or otherwise changed
in the sole discretion of the Compensation Committee of the Board of Directors
of Illini Corporation and Illini Bank or by any other authorized act as the
Board of Directors of Illini Corporation and Illini Bank shall approve from time
to time, shall be incorporated in its entirety by this reference and remain in
full force and effect.
7. CONFIDENTIAL AND PROPRIETARY INFORMATION.
Confidential and proprietary is defined as any information, date, figures,
sales, projections, estimates, customer lists, tax records, personnel history,
accounting procedures, equipment, designs, processes, dealings, trade secrets,
trademarks, business plans, studies, business procedures, computer programs in
any form, computer services in any form, training, economic policies, operating
methods, finances, books, records and accounts relating in any manner to Illini
Corporation and Illini Bank Is customers and its subsidiaries, whether prepared
by Xxxxxxx or otherwise coming into Xxxxxxx'x possession, or which may be
entrusted to Xxxxxxx or come known to Xxxxxxx during his employment with Illini
Corporation and Illini Bank, and which are not generally available to the
public.
(a) During and after employment, Xxxxxxx will not directly or indirectly use
or disclose to others, including subsequent employers, any confidential or
proprietary information.
(b) Information furnished by Illini Corporation and Illini Bank to Xxxxxxx
with respect to the projects and services of Illini Corporation and Illini
Bank and any related confidential or proprietary information, shall be held
by Xxxxxxx in confidence and used only for the purposes set forth int his
agreement during employment with Illini Corporation and Illini Bank and
thereafter. Xxxxxxx covenants that he will take all steps necessary to
protect and preserve the confidentiality of such information.
(c) The provisions of this section 7 shall survive termination of Xxxxxxx'x
employment, regardless of the reason therefore. In addition to any damages
which Illini Corporation and Illini Bank may be able to show, Illini
Corporation and Illini Bank shall be entitled to specific performance or
other relief, including, without limitation, a temporary restraining order,
preliminary and permanent injunctions by a court of competent jurisdiction to
enjoin and restrain the unauthorized disclosure of such information, the
parties hereto acknowledging that Illini Corporation and Illini Bank has no
adequate remedy at law with respect to such disclosures.
8. TERMINATION OF RELATED OFFICES.
It is mutually understood by the parties herein that in the event Xxxxxxx'x
employment with Illini Corporation and Illini Bank is terminated for any reason,
Xxxxxxx will also resign from all other positions or offices held with Illini
Corporation and Illini Bank contemporaneously thereto; except a directorship
during its term.
9. NONCOMPETITION AGREEMENT.
For and in consideration of execution of this agreement, Xxxxxxx agrees not
to obtain employment, do any work, perform any services or engage in any
financial services business or any other business during the course of his
employment which competes in any way or manner with the performance of his
duties with Illini Corporation and Illini Bank and it subsidiaries without the
prior written consent of Illini Corporation and Illini Bank. Illini Corporation
and Illini Bank agrees, within generally accepted customs and practices of the
financial institutions industry, to not withhold such consent unreasonably.
10. AMENDMENT.
This agreement may be amended by an instrument in writing signed on behalf
of all parties thereto.
11. CONFORMANCE TO BANKING REGULATIONS.
Notwithstanding any other provision of this agreement, no part or
obligation of the above agreement shall be binding upon either party to the
extent such provision violates Banking Statutes of the Federal Government or the
Illinois Banking Act or Regulations of the Federal Deposit Insurance Corporation
or the Federal Reserve Board.
12. BINDING ON SUCCESSORS.
This agreement shall be binding upon the parties, their heirs, successors
and assigns.
13. MISCELLANEOUS.
This document constitutes the entire agreement and supercedes all other
prior agreements and undertakings of like nature, both written and oral, between
the parties, with respect to the subject matter thereof, and shall be governed
by and construed in accordance with the laws of the State of Illinois.
This agreement does not become effective until it is reviewed and approved
by the board of directors of Illini Corporation and Illini Bank.
In witness hereof, Xxxx X. Xxxxxxx has caused this agreement to be signed,
all as of the date first written above.
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxx X. Black
-------------------------- -----------------------------------
Xxxx X. Xxxxxxx Xxxxxx X. Black, Chairman
Illini Corporation and Illini Bank
