EXHIBIT 10.1
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
this 10th day of March , 1998, by and between Avondale Financial Corp. (the
"Company") and Xxxxxx X. Xxxxxxxx, Xx. (the "Employee").
WHEREAS, the Employee serves as the President and Chief Executive Officer
of the Company and as the President and Executive Officer of the Company's
wholly-owned subsidiary Avondale Federal Savings Bank (the "Bank");
WHEREAS, the Employee has an existing employment agreement with the
Company, dated March 25, 1997 (the "Prior Employment Agreement") which he is
willing to terminate in consideration of this Agreement's becoming effective;
WHEREAS, the board of directors of the Company (the "Board of Directors")
believes it is in the best interests of the Company and its subsidiaries for the
Company to enter into this Agreement with the Employee in order to assure
continuity of management of the Company and its subsidiaries; and
WHEREAS, the Board of Directors has approved and authorized the execution
of this Agreement with the Employee;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions.
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(a) The term "Change in Control" means (1) an acquisition of
securities of the Company that is determined by the Board of Directors to
constitute a change in control of the Company or the Bank within the meaning of
the Home Owners' Loan Act of 1933 and 12 C.F.R. Part 574 as in effect on the
Effective Date (as defined below); (2) an event that would be required to be
reported in response to Item 1 of the current report on Form 8-K, as in effect
on the Effective Date, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); (3) 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 securities of the Company or the Bank representing 25% or more of the
combined voting power of the Company's or the Bank's outstanding securities; (4)
individuals who are members of the Board of Directors on the Effective Date (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the
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Effective Date 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 Company's stockholders was approved by the nominating committee
serving under an Incumbent Board, shall be considered a member of the Incumbent
Board; or (5) consummation of a plan of reorganization, merger, consolidation,
sale of all or substantially all of the assets of the Company or a similar
transaction in which the Company is not the resulting entity, or a transaction
at the completion of which the former stockholders of the
acquired corporation become the holders of more than 40% of the outstanding
common stock of the Company and the Company is the resulting entity of such
transaction; provided that the term "change in control" shall not include an
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acquisition of securities by an employee benefit plan of the Bank or the
Company. In the application of 12 C.F.R. Part 574 to a determination of a Change
in Control, determinations to be made by the Office of Thrift Supervision or its
Director under such regulations shall be made by the Board of Directors.
(b) The term "Consolidated Subsidiaries" means any subsidiary or
subsidiaries of the Company (or its successors) that are part of the
consolidated group of the Company (or its successors) for federal income tax
reporting.
(c) The term "Date of Termination" means the date upon which the
Employee's employment with the Company or the Bank or both ceases, as specified
in a notice of termination pursuant to Section 8 of this Agreement.
(d) The term "Effective Date" means April 3, 1998.
(e) The term "Involuntarily Termination" means the termination of the
employment of Employee (i) by either the Company or the Bank or both without his
express written consent; or (ii) by the Employee by reason of a material
diminution of or interference with his duties, responsibilities or benefits,
including (without limitation) any of the following actions unless consented to
in writing by the Employee: (1) a requirement that the Employee be based at any
place other than Chicago, Illinois, or within a radius of 35 miles from the
location of the Company's office as of the date of this Agreement, except for
reasonable travel on Company or Bank business; (2) a material demotion of the
Employee; (3) a material reduction in the number or seniority of personnel
reporting to the Employee or a material reduction in the frequency with which,
or in the nature of the matters with respect to which such personnel are to
report to the Employee, other than as part of a Bank- or Company-wide reduction
in staff; (4) a reduction in the Employee's salary or a material adverse change
in the Employee's perquisites, benefits, contingent benefits or vacation, other
than as part of an overall program applied uniformly and with equitable effect
to all members of the senior management of the Bank or the Company; (5) a
material permanent increase in the required hours of work or the workload of the
Employee; or (6) the failure of the Board of Directors (or a board of directors
of a successor of the Company) to elect him as Chief Executive Officer of the
Company (or a successor of the Company) or any action by the Board of Directors
(or a board of directors of a successor of the Company) removing him from such
office, or the failure of the board of directors of the Bank (or any successor
of the Bank) to elect him as Chief Executive Officer of the Bank (or any
successor of the Bank) or any action by such board (or board of a successor of
the Bank) removing him from such office. The term "Involuntary Termination"
does not include Termination for Cause, termination of employment due to death
or permanent disability pursuant to Section 7(i) of this Agreement, retirement
or suspension or temporary or permanent prohibition from participation in the
conduct of the Bank's affairs under Section 8 of the Federal Deposit Insurance
Act.
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(f) The term "Merger of Equals" means a reorganization, merger or
consolidation with another company or a similar transaction in which the
stockholders of the Company become the holders of more than 40% of the
outstanding common stock of the resulting entity.
(g) The terms "Termination for Cause" and "Terminated For Cause" mean
termination of the employment of the Employee with either the Company or the
Bank, as the case may be, because of the Employee's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule, or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order, or (except as provided below) material breach of
any provision of this Agreement. No act or failure to act by the Employee shall
be considered willful unless the Employee acted or failed to act with an absence
of good faith and without a reasonable belief that his action or failure to act
was in the best interest of the Company. The Employee shall not be deemed to
have been Terminated for Cause unless and until there shall have been delivered
to the Employee a copy of a resolution, duly adopted by the affirmative vote of
not less than a majority of the entire membership of the Board of Directors at a
meeting of the Board duly called and held for such purpose (after reasonable
notice to the Employee and an opportunity for the Employee, together with the
Employee's counsel, to be heard before the Board), stating that in the good
faith opinion of the Board of Directors the Employee has engaged in conduct
described in the preceding sentence and specifying the particulars thereof in
detail.
2. Term; Termination of Prior Employment Agreement. The term of this
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Agreement shall be a period of three years commencing on the Effective Date,
subject to earlier termination as provided herein. Beginning on the first day of
the term of this Agreement, and on each day thereafter, the term of this
Agreement shall be extended for a period of one day in addition to the then-
remaining term, provided that the Company has not given notice to the Employee
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in writing at least 90 days prior that the term of this Agreement shall not be
extended further, and provided further that the Employee has not received an
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unsatisfactory performance review by either the Board of Directors or the board
of directors of the Bank. The Employee's Prior Employment Agreement shall
terminate immediately prior to the commencement of the term of this Agreement
with no obligation thereunder to the Employee on the part of the Company or the
Bank.
3. Employment. The Employee is employed as the President and Chief
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Executive Officer of the Company and as the President and Chief Executive
Officer of the Bank. As such, the Employee shall have supervision and control
over strategic planning and daily operations of the Bank, shall render
administrative and management services as are customarily performed by persons
situated in similar executive capacities, and shall have such other powers and
duties as the Board of Directors or the board of directors of the Bank may
prescribe from time to time. The Employee shall also render services to any
subsidiary or subsidiaries of the Company or the Bank as requested by the
Company or the Bank from time to time consistent with his executive position.
The Employee shall devote his best efforts and reasonable time and attention to
the business and affairs of the Company and the Bank to the extent necessary to
discharge his responsibilities hereunder. The Employee may (i) serve on
charitable boards or committees and, in addition, on such corporate boards as
are approved in a resolution adopted by a majority of the Board of Directors,
and (ii)
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manage personal investments, so long as such activities do not interfere
materially with performance of his responsibilities hereunder.
4. Cash Compensation.
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(a) Salary. The Company agrees to pay the Employee during the term
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of this Agreement a base salary (the "Company Salary") the annualized amount of
which shall be not less than the annualized aggregate amount of the Employee's
base salary from the Company and any Consolidated Subsidiaries in effect at the
Effective Date; provided that any amounts of salary actually paid to the
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Employee by any Consolidated Subsidiaries shall reduce the amount to be paid by
the Company to the Employee. The Company Salary shall be paid no less
frequently than monthly and shall be subject to customary tax withholding. The
amount of the Employee's Company Salary shall be increased (but shall not be
decreased) from time to time in accordance with the amounts of salary approved
by the Board of Directors or the board of directors of any of the Consolidated
Subsidiaries after the Effective Date. The amount of the Company Salary shall
be reviewed by the Board of Directors at least annually during the term of this
Agreement.
(b) Bonuses. The Employee shall be entitled to participate in an
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equitable manner with all other executive officers of the Company and the Bank
in such performance-based and discretionary bonuses, if any, as are authorized
and declared by the Board of Directors for executive officers of the Company and
by the board of directors of the Bank for executive officers of the Bank.
(c) Expenses. The Employee shall be entitled to receive prompt
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reimbursement for all reasonable expenses incurred by the Employee in performing
services under this Agreement in accordance with the policies and procedures
applicable to the executive officers of the Company and the Bank, provided that
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the Employee accounts for such expenses as required under such policies and
procedures.
5. Benefits.
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(a) Participation in Benefit Plans. The Employee shall be entitled
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to participate, to the same extent as executive officers of the Company and the
Bank generally, in all plans of the Company and the Bank relating to pension,
retirement, thrift, profit-sharing, savings, group or other life insurance,
hospitalization, medical and dental coverage, travel and accident insurance,
education, cash bonuses, and other retirement or employee benefits or
combinations thereof. In addition, the Employee shall be entitled to be
considered for benefits under all of the stock and stock option related plans in
which the Company's or the Bank's executive officers are eligible or become
eligible to participate.
(b) Fringe Benefits. The Employee shall be eligible to participate
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in, and receive benefits under, any other fringe benefit plans or perquisites
which are or may become generally available to the Company's or the Bank's
executive officers, including but not limited to supplemental retirement,
incentive compensation, supplemental medical or life insurance plans, company
cars, club dues, physical examinations, financial planning and tax preparation
services.
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(c) Retirement Bonus. In the event the Employee retires from
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employment with the Company and the Bank during the term of this Agreement, the
Company shall pay him a cash retirement bonus of no less than $175,000 or a
greater amount as established by the Compensation Policy Committee.
6. Vacations; Leave. The Employee shall be entitled (i) to annual paid
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vacation in accordance with the policies established by the Board of Directors
and the board of directors of the Bank for executive officers, and (ii) to
voluntary leaves of absence, with or without pay, from time to time at such
times and upon such conditions as the Board of Directors may determine in its
discretion.
7. Termination of Employment.
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(a) Involuntary Termination. If the Employee experiences an
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Involuntary Termination, such termination of employment shall be subject to the
Company's obligations under this Section 7. In the event of the Involuntary
Termination of the Employee, if the Employee has offered to continue to provide
services as contemplated by this Agreement and such offer has been declined,
then, subject to Section 7(b) of this Agreement, the Company shall, as
liquidated damages (i) during the remaining term of this Agreement, pay to the
Employee monthly one-twelfth of the Company Salary at the annual rate in effect
immediately prior to the Date of Termination and one-twelfth of the average
annual amount of cash bonus and cash incentive compensation of the Employee,
based on the average amounts of such compensation earned by the Employee for the
two full fiscal years preceding the Date of Termination; and (ii) if the
Employee is not fully vested under the Avondale Federal Savings Bank
Supplemental Executive Retirement Plan (the "SERP") as of the Date of
Termination, deem the Employee to continue to be employed for purposes of the
SERP until such time as he is fully vested under the SERP and the Company shall
guarantee that he shall receive benefits under the SERP accordingly. The
payments due under clause (i) of the preceding sentence shall be reduced by the
amounts of cash compensation, if any, actually paid to the Employee by the
Consolidated Subsidiaries for such period.
(b) Reduction of the Company's Obligations Under Section 7(a).
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(1) In the event that the Employee becomes entitled to
liquidated damages pursuant to Section 7(a), (i) the Company's obligation under
clause (i) of Section 7(a) with respect to cash damages shall be reduced by the
amount of the Employee's cash income, if any, earned from providing services
other than to the Company (or its successors) or the Consolidated Subsidiaries
during the remaining term of this Agreement or three years following the Date of
Termination; and (ii) the Company's obligation under clause (ii) of Section 7(a)
shall be reduced to the extent, if any, that the Employee receives benefits
under a supplemental retirement plan of an employer other than the Company or
the Bank. For purposes of this Section 7(b), the term "cash income" shall
include amounts of salary, wages, bonuses, incentive compensation and fees paid
to the Employee in cash from full time employment as an executive but shall not
include shares of stock, stock options, stock appreciation rights or other
earned income from such employment not paid to the Employee in cash and shall
not include incidental income from service on boards of directors, miscellaneous
consulting or part time employment in the not-for-profit sector.
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(2) The Employee agrees that in the event he becomes
entitled to liquidated damages pursuant to Section 7(a), throughout the period
during which he is so entitled, he shall promptly inform the Company of the
nature and amounts of cash income and other non-cash income and benefits which
he earns from providing services other than to the Company (or its successors)
or the Consolidated Subsidiaries, and shall provide such documentation of such
cash and non-cash income and benefits as the Company may request. In the event
of changes to such cash and non-cash income and benefits from time to time, the
Employee shall inform the Company of such changes, in each case within fifteen
days after the change occurs, and shall provide such documentation concerning
the change as the Company may request.
(c) Change in Control. Except as provided in Section 7(d) of this
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Agreement, in the event that the Employee experiences an Involuntary Termination
within the 12 months following a Change in Control, in addition to the Company's
obligation under Section 7(a) of this Agreement, the Company shall pay to the
Employee in cash, within 25 days after the later of the date of such Change in
Control or the Date of Termination, an amount equal to 299% of the Employee's
"base amount" as determined under Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), reduced by the present value of payments to be
made under clause (i) of Section 7(a) of this Agreement. For this purpose,
present value shall be determined as present value of a payment is determined
under Section 280G of the Code. Notwithstanding any other provision of this
Agreement, if the payment under this Section 7(c), together with any other
amounts and the value of benefits received or to be received by the Employee in
connection with the Change in Control would cause any amount to be nondeductible
by the Company for federal income tax purposes pursuant to or by reason of
Section 280G of the Code, then the payment under this Section 7(c) shall be
further reduced (not less than zero) to the extent necessary so as to maximize
amounts and the value of benefits to be received by the Employee without causing
any amount to become nondeductible pursuant to or by reason of Section 280G of
the Code. The Employee shall determine the allocation of such reduction among
payments and benefits to the Employee.
(d) Merger of Equals. In the event that following a Merger of Equals
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the Employee continues to be employed either as President and Chief Executive
Officer of the Company (or its successor) and of the Bank (or its successor) or
in another executive position to which he consents, and his employment as such
is terminated, voluntarily or involuntarily, within 18 months from the
consummation of the Merger of Equals, for any reason other than death, permanent
disability pursuant to Section 7(i) of this Agreement, retirement or suspension
or temporary or permanent prohibition from participation in the conduct of the
affairs of the Bank (or a successor) under Section 8 of the Federal Deposit
Insurance Act, the Employee shall be entitled to (i) liquidated damages under
Section 7(a) (subject to reduction pursuant to Section 7(b)) as if Involuntary
Termination had occurred, regardless of whether Involuntary Termination actually
occurs, provided that, notwithstanding any other provision of this Agreement,
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for purposes of making payments of liquidated damages pursuant to this Section
7(d), the remaining term of this Agreement for purposes of clause (i) of Section
7(a) shall be the period of three years following the date on which his
employment terminates, and (ii) the payment of 299% of "base amount" as provided
for in Section 7(c) (and subject to reduction as provided thereunder) as if
Involuntary Termination within 12 months following a Change in Control had
occurred, regardless of whether Involuntary Termination within 12 months
following a Change in Control actually occurs.
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(e) Termination for Cause. In the event of Termination for Cause,
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the Company shall have no further obligation to the Employee under this
Agreement after the Date of Termination.
(f) Voluntary Termination. The Employee may terminate his employment
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voluntarily at any time by a notice pursuant to Section 8 of this Agreement.
Except as provided in Section 7(d) of this Agreement, in the event that the
Employee voluntarily terminates his employment other than by reason of any of
the actions that constitute Involuntary Termination under Section 1(e)(ii) of
this Agreement ("Voluntary Termination"), the Company shall be obligated to the
Employee for the amount of his Company Salary and benefits only through the Date
of Termination, at the time such payments are due, and the Company shall have no
further obligation to the Employee under this Agreement, except that in the
event that the Employee voluntarily terminates his employment by reason of
retirement, he shall be entitled to (i) a retirement bonus as provided for in
Section 5(c) hereof, and (ii) a final annual bonus in an amount consistent with
the Company's and the Bank's year-end bonus practices, provided that the Board
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of Directors shall determine the amount of such bonus in good faith at the time
of the Employee's retirement, taking into consideration the portion of the year
elapsed prior to retirement, and the Company shall pay such bonus in cash upon
the Employee's retirement.
(g) Health Benefits. Notwithstanding any other provision of this
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Agreement, upon cessation of the Employee's service as an employee of the
Company (or any successor) for any reason other than death, the Company (or any
successor, directly or through its subsidiaries) shall provide to the Employee
thereafter during his lifetime the same insurance, hospitalization, medical,
dental, prescription drug and other health benefits, and long-term disability
insurance, as he would have been eligible for if he had continued to serve as an
executive officer of the Company (or any successor) for the benefit of himself
and his dependents and beneficiaries who would have been eligible for such
benefits if the Employee had continued to serve as an executive officer of the
Company (or any successor), on terms as favorable to the Employee, including
amounts of coverage and deductibles and other costs to him, as apply to
executive officers of the Company (or any successor) from time to time; provided
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that the Company's obligations under this Section 7(i) shall be reduced to the
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extent that, and so long as, the Employee receives such benefits on no less
favorable terms from another employer.
(h) Death. In the event of the death of the Employee while employed
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under this Agreement and prior to any termination of employment, the Company
shall pay to the Employee's estate, or such person as the Employee may have
previously designated in writing, the Company Salary which was not previously
paid to the Employee and which he would have earned if he had continued to be
employed under this Agreement through the last day of the calendar month in
which the Employee died.
(i) Disability. If the Employee becomes entitled to benefits under
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the terms of the then-current disability plan, if any, of the Company or the
Bank (a "Disability Plan") or becomes otherwise unable to fulfill his duties
under this Agreement, he shall be entitled to receive such group and other
disability benefits, if any, as are then provided by the Company or the Bank for
executive employees. In the event of such disability, this Agreement shall not
be suspended, except that (i) the Company's obligation to pay the Company Salary
to the Employee shall be reduced in
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accordance with the amount of disability income benefits received by the
Employee, if any, pursuant to this paragraph such that, on an after-tax basis,
the Employee shall realize from the sum of disability income benefits and
Company Salary the same amount as he would realize on an after-tax basis from
Company Salary if the Company's obligation to pay salary were not reduced
pursuant to this Section 7(g); and (ii) upon a resolution adopted by a majority
of the disinterested members of the Board of Directors, the Company may
discontinue payment of the Company Salary beginning six months following a
determination that the Employee has become entitled to benefits under a
Disability Plan or otherwise unable to fulfill his duties under this Agreement.
(j) Regulatory Action. Notwithstanding any other provisions of this
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Agreement:
(1) If the Employee 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
("FDIA"), 12 U.S.C. (S) 1818(e)(4) and (g)(1), all obligations of the Company
under this Agreement shall terminate as of the effective date of the order, but
vested rights of the contracting parties shall not be affected;.
(2) If the Bank is in default (as defined in Section
3(x)(1) of the FDIA), all obligations of the Company under this Agreement shall
terminate as of the date of default, but this provision shall not affect any
vested rights of the contracting parties; and
(3) All obligations of the Company 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 Office of Thrift Supervision (the "Director") or his or her
designee, at the time the Federal Deposit Insurance Corporation enters into an
agreement to provide assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the FDIA; 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 any
such action.
8. Notice of Termination. In the event that the Company or the Bank, or
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both, desire to terminate the employment of the Employee during the term of this
Agreement, the Company or the Bank, or both, shall deliver to the Employee a
written notice of termination, stating whether such termination constitutes
Termination for Cause or Involuntary Termination, setting forth in reasonable
detail the facts and circumstances that are the basis for the termination, and
specifying the date upon which employment shall terminate, which date shall be
at least 30 days after the date upon which the notice is delivered, except in
the case of Termination for Cause. In the event that the Employee determines in
good faith that he has experienced an Involuntary Termination of his employment,
he shall send a written notice to the Company stating the circumstances that
constitute such Involuntary Termination and the date upon which his employment
shall have ceased due to such Involuntary Termination. In the event that the
Employee desires to effect a Voluntary Termination, he shall deliver a written
notice to the Company, stating the date upon which employment shall terminate,
which date shall be at least 90 days after the date upon which the notice is
delivered, unless the parties agree to a date sooner.
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9. Attorneys' Fees. The Company shall pay all legal fees and related
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expenses (including the costs of experts, evidence and counsel) incurred by the
Employee as a result of (i) the Employee's contesting or disputing any
termination of employment, or (ii) the Employee's seeking to obtain or enforce
any right or benefit provided by this Agreement or by any other plan or
arrangement maintained by the Company (or its successors) or the Consolidated
Subsidiaries under which the Employee is or may be entitled to receive benefits;
provided that the Company's obligation to pay such fees and expenses is subject
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to the Employee's prevailing with respect to the matters in dispute in any
action initiated by the Employee or the Employee's having been determined to
have acted reasonably and in good faith with respect to any action initiated by
the Company or the Bank.
10. No Assignments.
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(a) This Agreement is personal to each of the parties hereto, and
neither party may assign or delegate any of its rights or obligations hereunder
without first obtaining the written consent of the other party; provided,
however, that the Company shall require any successor or assign (whether direct
or indirect, by purchase, merger, consolidation or otherwise) by an assumption
agreement in form and substance satisfactory to the Employee, to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place. Failure of the Company to obtain such an assumption
agreement prior to the effectiveness of any such succession or assignment shall
be a breach of this Agreement and shall entitle the Employee to compensation and
benefits from the Company in the same amount and on the same terms as the
compensation pursuant to Section 7(a) - (c) hereof. For purposes of
implementing the provisions of this Section 10(a), the date on which any such
succession becomes effective shall be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder shall
inure to the benefit of and be enforceable by the Employee's personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
11. Notice. For the purposes of this Agreement, notices and all other
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communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, to the Company at its home
office, to the attention of the Board of Directors with a copy to the Secretary
of the Company, or, if to the Employee, to such home or other address as the
Employee has most recently provided in writing to the Company.
12. Amendments. No amendments or additions to this Agreement shall be
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binding unless in writing and signed by both parties, except as herein otherwise
provided.
13. Headings. The headings used in this Agreement are included solely
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for convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
14. Severability. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
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15. Governing Law. This Agreement shall be governed by the laws of the
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State of Illinois.
16. Arbitration. Any dispute or controversy arising under or in
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connection with this Agreement shall be settled exclusively by arbitration 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
Attest: Avondale Financial Corp.
/s/ Xxxxx X. Xxxxx /s/ R. Xxxxxx Xxxx
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Secretary By: R. Xxxxxx Xxxx
Its: Chairman of the Board
Employee
/s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx, Xx.
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