AGREEMENT
EXHIBIT
10.8
AGREEMENT
THIS AGREEMENT is made and
entered into as of this 1st day of March,
1995 between ROYAL SAVINGS
BANK, an Illinois savings bank its successors and assigns (hereinafter
referred to as the “Bank”) and XXXXXXX X. XXXXXXX
(hereinafter referred to as “Minster”).
PREMISES
WHEREAS, Minster has been
employed by the Bank since October 1966
and currently serves as Vice President of the Bank and during her years
of employment with the Bank gained substantial experience and expertise in the
savings and loan business; and
WHEREAS, Minster desires to
take retirement as a full time employee of the Bank; and
WHEREAS, the Bank desires to
provide Minster certain retirement benefits and to retain her expertise by
electing her to the Board of Directors.
IT
IS HEREBY AGREED:
1. Resignation
and Retirement. Minster, at her option but no later than March 1, 1995, shall
resign as an officer and full-time employee of the Bank.
2. Board of
Directors. In order to avail itself of the continued expertise of
Minster, the Bank through its Board of Directors shall elect Minster to serve as
a member of the Board of Directors until the next annual meeting of members and
Minster shall receive the normal director’s fee as compensation for her services
as a board member.
3. Retirement
Benefits. Commencing with the month following Minster’s
resignation and retirement, the Bank will pay a monthly retirement benefit of
$1,000 per month to Minster. The retirement benefit shall be paid to
Minster on the last day of each
month of her retirement.
4. Termination. This
Agreement shall be terminated upon the following occurrences:
(a) Minster
resuming full time employment with any business or organization;
(b) The
death of Minster, upon which the Bank will have no further obligation to pay the
retirement benefit to her surviving spouse or estate.
(c) (i) If
Minster is suspended and/or temporarily prohibited from participating in the
conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or
(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1))
the Bank’s obligations under the contract 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 Minster 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.
(ii) If
Minster 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) or
(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)) all
obligations of the Bank under the contract 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) of the Federal
Deposit Insurance Act), all obligations under this Agreement shall terminate as
of the date of default, but this paragraph shall not affect any vested rights of
the parties.
5. Release.
Except with regard to the Bank’s specific obligations contained in this
Agreement, Minster hereby irrevocably waives, releases, discharges, and
covenants not to xxx the Bank or the present or former directors, officers,
agents, employees, successors or assigns of the Bank, with respect to any and
all causes of actions, suits, debts, sums of money, disputes, liabilities,
duties, claims, rights and demands which Minster has or ever had from the
beginning of her employment with the Bank to the Date of Termination of her
employment by reason of any matter, cause or thing whatsoever against said
released parties, including but not limited to the termination of her employment
relationship as of the Date of Termination of her employment, the action
provided for in Paragraph 3 above, claims arising under any Bank policy or
procedure, and any matter, cause or thing which could be alleged under The
Employee Retirement Income Security Act of 1974, The Civil Rights Act of 1964,
the Equal Employment Opportunity Act of 1972, The Fair Labor Standards Act, all
Executive Orders including Nos. 11114, 11246 and 11375, and regulations issued
pursuant thereto, the Age Discrimination in Employment Act, and the Illinois
Human Rights Act or equivalent act of any other state, any and all claims
arising under any other federal, state or local statute or ordinance; and any
claims or causes of action Minster has had or may have had regarding any
mistreatment, discrimination, negligence, malfeasance, wrongful discharge,
breach of contract, breach or express or implied covenant, libel, slander,
intentional or negligent infliction of emotional distress, or any other
wrongdoing or illegality by the Bank regarding the termination of her employment
with the Bank or her treatment while employed by the Bank.
6. Amendments
or Additions. No amendments or additions to this Agreement
shall be binding unless in writing and signed by both parties.
7. Section Headings. The
section headings used in this Agreement are included solely for convenience and
shall not affect, or be used in connection with, the interpretation of this
Agreement.
8. Severability. The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
9. Governing
Law. This Agreement shall be governed by the laws of the State
of Illinois except the choice of law rules thereof.
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| ROYAL SAVINGS BANK | |||
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By:
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/s/ | |
| Its: | Secretary/Treasurer | ||
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/s/Xxxxxxx X. Xxxxxxx | ||
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XXXXXXX
X. XXXXXXX
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