First Amendment to Agreement and Plan of Merger between UnionBancorp, Inc. and Centrue Financial Corporation October 25, 2006
Exhibit 2.1
First Amendment
to
between
UnionBancorp, Inc.
and
Centrue Financial Corporation
October 25, 2006
THIS FIRST AMENDMENT (“Amendment”) to AGREEMENT AND PLAN OF MERGER dated as of June 30,
2006 (together with all exhibits and schedules, the “Agreement”) between UNIONBANCORP, INC., a
Delaware corporation (“Union”), and CENTRUE FINANCIAL CORPORATION, a Delaware corporation
(“Centrue”) is entered into as of October 25, 2006.
RECITALS
A. The parties have entered into the Agreement to effect a reorganization through the merger
(the “Merger”) of Centrue with and into Union, with Union being the surviving corporation (the
“Surviving Corporation”).
B. The parties desire to amend the Agreement as set forth herein..
AGREEMENTS
In consideration of the foregoing premises and the following mutual promises, covenants and
agreements, the parties hereby agree that the Agreement is amended as follows:
1. Section 7.17 of the Agreement is revised in its entirety to read:
“Section 7.17 Employment Agreements. Concurrently with the execution and delivery of
this Agreement, Union shall cause to be executed and delivered: (a) by both parties: (i) an
employment agreement in the form of Exhibit F-2, signed by Xxxx Xxxxxxxxx (the “Xxxxxxxxx
Employment Agreement”) to be effective at the Effective Time; and (b) by Union, the Xxxxxx
Employment Agreement.”
2. Section 9.11 of the Agreement is revised in its entirety to read:
“Section 9.11 Additional Agreements. Each of the Xxxxxx Employment Agreement and the
Xxxxxxxxx Employment Agreement shall be in full force and effect, Xxxxxx X. Xxxxxx shall be an
active employee of Centrue and Xxxx Xxxxxxxxx shall be an active employee of Union.”
3. Section 10.12 of the Agreement is revised in its entirety to read:
“Section 10.12 Additional Agreements. Each of the Xxxxxx Employment Agreement and the
Xxxxxxxxx Employment Agreement shall be in full force and effect, Xxxxxx X. Xxxxxx shall be an
active employee of Centrue and Xxxx Xxxxxxxxx shall be an active employee of Union.”
4. Exhibit C to the Agreement is revised in its entirety as set forth in Exhibit
C hereto.
5. Exhibit F-2 is deleted in its entirety.
6. Exhibit F-3 is relabeled Exhibit F-2 and Recital B thereof is revised in
its entirety as follows:
“The Employer desires to employ the Executive as interim Chief Operating Officer of Employer
and as interim President and Chief Operating Officer of UnionBank and as Senior Executive Vice
President and Chief Financial Officer of Employer and as Senior Executive Vice President and Chief
Financial Officer of UnionBank, and the Executive desires to be employed in such positions. In
each case, it is expected that the interim positions referenced herein will extend until a
permanent Chief Operating Officer of the Company and a permanent President and Chief Operating
Officer of the Bank is appointed, if such person is someone other than Executive, but that the
other positions set forth herein will continue unaffected by any such appointment.”
7. Sections 3.4(d) and 7.15 of the Agreement are revised to delete the phrase “the Yeoman
Employment Agreement” in each place it appears.
8. The reference to Xxxxx X. Xxxxxx in Section 12.5 of the Agreement is deleted and Xxxx
Xxxxxxxxx is added in his place.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers on the day and year first written above.
| UNIONBANCORP, INC. | ||||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||||
| Name: Xxxx X. Xxxxxxxxx | ||||||
| Title: Interim President | ||||||
| CENTRUE FINANCIAL CORPORATION | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Name: Xxxxxx X. Xxxxxx | ||||||
| Title: President and Chief Executive Officer | ||||||
Exhibit C
Directors and
Executive Officers of Surviving Corporation
From and after the Effective Time of the Merger contemplated per
the agreement entered into as of June 30, 2006, among
UnionBancorp,
Inc., a Delaware corporation
(“Union”),
Centrue Financial
Corporation, a Delaware corporation
(“Centrue”), the directors and executive
officers of the Surviving Corporation, including committee
chairmen, shall be as follows:
DIRECTORS:
|
Class III Directors
|
(2007) | Xxxxxx X. XxXxxxxxx* | Xxxxxx X. Xxxxxx | |||
| Xxxxx Xxxxxxxx | Xxxx X. Xxxxx | |||||
|
Class I Directors
|
(2008) | Xxxxxxx X. Xxxxx | Xxxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxxxxx | ||||||
|
Class II Directors
|
(2009) | Xxxx Xxxxxxx | Xxxxxxx X. Xxxxxxxx | |||
| Xxxxxxx X. Xxxxx | ||||||
|
* Chairman
|
||||||
BOARD COMMITTEE CHAIRS:
Executive/ Compensation Committee: Xxxxxxx X.
Xxxxxxxx, Chairman
Governance and Nominating Committee: Xxxxxx X.
XxXxxxxxx, Chairman
Audit Committee: Xxxx X. Xxxxx, Chairman
EXECUTIVE
OFFICERS:
|
Xxxxxx X. XxXxxxxxx
|
Chairman of the Board | |
|
Xxxxxx X. Xxxxxx
|
President and CEO | |
|
Xxxx X. Xxxxxxxxx
|
Interim COO and Senior Executive Vice President and CFO |
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