XXXXX X. XXXX
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), is made and entered into as
of the 1st day of May, 1997 (the "Effective Date"), by and between WEST SUBURBAN
BANCORP, INC., an Illinois corporation (the "Employer"), and XXXXX X. XXXX, an
Illinois resident (the "Executive").
RECITALS
A. The Executive is currently serving as the President and Chief
Financial Officer of the Employer and Senior Vice President and Comptroller of
the West Suburban Bank (the "Bank").
B. The Employer owns all of the issued and outstanding capital stock of
the Bank.
C. The Employer desires to continue to employ the Executive as an officer
of the Employer and of the Bank for a specified term and the Executive is
willing to continue such employment upon the terms and conditions hereinafter
set forth.
D. The Employer recognizes that circumstances may arise in which a change
of control of the Employer and/or the Bank through acquisition or otherwise may
occur thereby causing uncertainty of employment without regard to the competence
or past contributions of the Executive which uncertainty may result in the loss
of valuable services of the Executive and the Employer and the Executive wish to
provide reasonable security to the Executive against changes in the employment
relationship in the event of any such change of control.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter contained, it is covenanted and agreed by and between the
parties hereto as follows:
AGREEMENTS
1. POSITION AND DUTIES. The Employer hereby employs the Executive as the
President and Chief Financial Officer of the Employer and as the Senior Vice
President and Comptroller of the Bank or in such other senior executive capacity
as shall be mutually agreed between the Employer and the Executive. During the
period of the Executive's employment hereunder, the Executive shall devote his
best efforts and full business time, energy, skills and attention to the
business and affairs of the Employer. The Executive's duties and authority
shall consist of and include all duties and authority customarily performed and
held by persons holding equivalent positions with business organizations similar
in nature and size to the Employer, as such duties and authority are reasonably
defined, modified and delegated from time to time by the Board of Directors of
the Employer (the "Board"). The Executive shall have the powers necessary to
perform the duties assigned to him and shall be provided such supporting
services, staff and other assistance, office space and accouterments as shall be
reasonably necessary and appropriate in the light of such assigned duties.
2. COMPENSATION. As compensation for the services to be provided by the
Executive hereunder, the Executive shall receive the following compensation,
expense reimbursement and other benefits:
(a) BASE COMPENSATION. The Executive shall receive an aggregate
annual minimum base salary at the rate of One Hundred Thirty-five Thousand
Dollars ($135,000) payable in installments in accordance with the regular
payroll schedule of the Bank. Such base salary shall be subject to review
annually commencing in 1997 and shall be maintained or increased during the term
hereof in accordance with the Employer's established management compensation
policies and plans.
(b) REIMBURSEMENT OF EXPENSES. The Executive shall be reimbursed,
upon submission of appropriate vouchers and supporting documentation, for all
travel, entertainment and other out-of-pocket expenses reasonably and
necessarily incurred by the Executive in the performance of his duties hereunder
and shall be entitled to attend seminars, conferences and meetings relating to
the business of the Employer consistent with the Employer's established policies
in that regard.
(c) OTHER BENEFITS. The Executive shall be entitled to all
benefits specifically established for him and, when and to the extent he is
eligible therefor, to participate in all plans and benefits generally
accorded to senior executives of the Employer, including, but not limited to,
pension, profit-sharing, employee stock ownership plan, supplemental
retirement, incentive compensation, bonus, disability income, split-dollar
life insurance, group life, medical and hospitalization insurance, and
similar or comparable plans, and also to perquisites extended to similarly
situated senior executives, PROVIDED, HOWEVER, that such plans, benefits and
perquisites shall be no less than those made available to all other employees
of the Employer.
(d) WITHHOLDING. The Employer shall be entitled to withhold from
amounts payable to the Executive hereunder, any federal, state or local
withholding or other taxes or charges which it is from time to time required to
withhold. The Employer shall be entitled to rely upon the opinion of its legal
counsel with regard to any question concerning the amount or requirement of any
such withholding.
3. CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that
heretofore or hereafter during the course of his employment he has produced and
may hereafter produce and have access to material, records, data, trade secrets
and information not generally available to the public (collectively,
"Confidential Information") regarding the Employer and its subsidiaries and
affiliates. Accordingly, during and subsequent to termination of this
Agreement, the Executive shall hold in confidence and not directly or indirectly
disclose, use, copy or make lists of any such Confidential Information, except
to the extent that such information is or thereafter becomes lawfully available
from public sources, or such disclosure is authorized in writing by the
Employer, required by a law or any competent administrative agency or judicial
authority, or otherwise as reasonably necessary or appropriate in connection
with performance by the Executive of his duties hereunder. All records, files,
documents and other materials or copies thereof relating to the Employer's
business which the Executive shall prepare or use, shall be and
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remain the sole property of the Employer, shall not be removed from the
Employer's premises without its written consent, and shall be promptly
returned to the Employer upon termination of the Executive's employment
hereunder. The Executive agrees to abide by the Employer's reasonable
policies, as in effect from time to time, respecting avoidance of interests
conflicting with those of the Employer. In the event of any violation or
threatened violation of these restrictions, the Employer, in addition to and
not in limitation of being relieved of all further obligations under this
Agreement and of any other rights, remedies or damages available to the
Employer under this Agreement or otherwise at law or in equity, shall be
entitled to preliminary and permanent injunctive relief to prevent or
restrain any such violation by the Executive and any and all persons directly
or indirectly acting for or with him, as the case may be.
4. TERM AND TERMINATION.
(a) BASIC TERM. The term of this Agreement shall begin on the
Effective Date and end on December 31, 1999, and shall be automatically extended
for one (1) additional year on each December 31 ("Anniversary Date") unless
terminated by either party effective as of the last day of the then current term
by written notice to that effect delivered to the other party not less than
sixty (60) days prior to an Anniversary Date.
(b) AGREEMENT NON-EXTENSION OR EMPLOYMENT TERMINATION BY EMPLOYER.
(i) In the event of the termination of the Executive's
employment under this Agreement by the Employer prior to the last day of
the then current term for any reason other than a termination in accordance
with the provisions of paragraph (d) of this Section 4, or the
non-extension of this Agreement by the Employer in accordance with the
provisions of paragraph (a) of this Section 4, the Employer shall continue
to pay the Executive the base salary then payable to the Executive and
shall continue to provide coverage for the Executive under all plans and
benefits otherwise provided to senior executives of the Employer, unless
unable to continue such coverage by law, for the remainder of the term of
this Agreement, provided, however, that in the circumstance where this
Agreement is not extended, the Executive must remain employed with the
Employer to receive such payments and benefits; further provided, that the
continued payment of these amounts by the Employer shall not offset or
diminish any compensation or benefits accrued as of the date of termination
or non-extension.
(ii) In the event this Agreement is not extended in accordance
with the provisions of paragraph (a) of this Section 4, the Executive may
elect to terminate his employment, and upon such election, the Employer
shall pay the Executive a lump sum amount equal to nine (9) times the
monthly base salary then payable to the Executive, which payment shall be
his sole benefit under this Section 4. The election by the Executive must
be delivered in writing to the Employer within sixty (60) days of the later
of his receipt of notice of the non-extension of this Agreement or the next
following Anniversary Date. Payment to the Executive will be made within
thirty (30) days of such termination.
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(iii) If the Employer is not in compliance with its minimum
capital requirements or if the payments required under subparagraph (i) or
(ii) above would cause the Employer's capital to be reduced below its
minimum capital requirements, such payments shall be deferred until such
time as the Employer is in capital compliance.
(c) CONSTRUCTIVE TERMINATION. If at any time during the term of this
Agreement, except in connection with a termination pursuant to paragraph (d) of
this Section 4, the Executive is Constructively Discharged (as hereinafter
defined) then the Executive shall have the right, by written notice to the
Employer within sixty (60) days of such Constructive Discharge, to terminate his
services hereunder, effective as of thirty (30) days after such notice, and the
Executive shall have no rights or obligations under this Agreement other than as
provided in Sections 3 and 6 hereof. The Executive shall in such event be
entitled to a lump sum payment of compensation and benefits and continuation of
the health, life and disability insurance as if such termination of his
employment was pursuant to subparagraph (b)(i) of this Section 4.
For purposes of this Agreement, the Executive shall be "Constructively
Discharged" upon the occurrence of any one of the following events:
(i) The Executive is not re-elected or is removed from the
positions with the Employer or any affiliate set forth in Section 1 hereof,
other than as a result of the Executive's election or appointment to
positions of equal or superior scope and responsibility; or
(ii) The Executive shall fail to be vested by the Employer with
the powers and authority of his appointed office; or
(iii) The Employer changes the primary employment location of
the Executive to a place that is more than thirty (30) miles from the
primary employment location as of the Effective Date of this Agreement; or
(iv) The Employer otherwise commits a material breach of its
obligations under this Agreement.
(d) TERMINATION FOR CAUSE. This Agreement and the Executive's
employment hereunder may be terminated for cause as hereinafter defined.
"Cause" shall mean: (i) the Executive's death or his permanent disability, as
defined under the Employer sponsored disability income insurance program, or in
the event there is no such program, the Executive's inability, as a result of
physical or mental incapacity, substantially to perform his duties hereunder for
a period of twelve (12) consecutive months; (ii) a material violation by the
Executive of any applicable material law or regulation respecting the business
of the Employer; (iii) the Executive being found guilty of a felony or an act of
dishonesty in connection with the performance of his duties as an officer of the
Employer, or which disqualifies the Executive from serving as an officer or
director of the Employer; or (iv) the willful or negligent failure of the
Executive to perform his duties hereunder in any material respect. This
Agreement may be terminated immediately for any cause except under (iv) above.
The Executive shall be entitled to at least thirty (30) days' prior written
notice of the Employer's intention to terminate his
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employment under (iv) above, specifying the grounds for such termination, a
reasonable opportunity to cure any conduct or act, if curable, alleged as
grounds for such termination, and a reasonable opportunity to present to the
Board his position regarding any dispute relating to the existence of such
cause.
(e) TERMINATION UPON DEATH. In the event payments are due and owing
under this Agreement at the death of the Executive, payment shall be made to
such beneficiary as Executive may designate in writing, or failing such
designation, to the executor of his estate, in full settlement and satisfaction
of all claims and demands on behalf of the Executive. Such payments shall be in
full settlement and satisfaction of all payments provided for in this Agreement.
(f) PAYMENT UPON TERMINATION FOR DISABILITY. The Employer may
terminate this Agreement and the Executive's employment after the Executive is
determined to be permanently disabled under the Employer sponsored disability
income insurance program or by a physician engaged by the Employer. In the
event of a dispute regarding the Executive's disability, each party shall choose
a physician who together will choose a third physician to make a final
determination. The Executive shall be entitled to the compensation and benefits
provided for under this Agreement for any period during the term of this
Agreement and prior to the establishment of the Executive's disability during
which the Executive is unable to work due to a physical or mental infirmity. In
the event of the termination of this Agreement and the Executive's employment
due to the permanent disability of the Executive, the Employer shall continue to
pay the Executive eighty percent (80%) of the base salary per month then payable
to the Executive, reduced by any amounts received under the Employer sponsored
disability income insurance program, and shall continue to provide coverage for
the Executive under the health and life insurance programs maintained by the
Employer until the earlier of the date the Executive returns to full-time
employment, either with the Employer or another employer, or Executive's death.
Notwithstanding anything contained in this Agreement to the contrary, until the
date specified in a notice of termination relating to the Executive's
disability, the Executive shall be entitled to return to his positions with the
Employer as set forth in this Agreement in which event no disability of the
Executive will be deemed to have occurred. Notwithstanding any other provision
of this Agreement, in the event of the termination of the Executive's employment
under this Agreement for any reason, the Executive may elect to have any
disability income insurance policy maintained by the Employer on his behalf
transferred to him, and he shall assume all obligations thereunder.
(g) TERMINATION UPON CHANGE OF CONTROL.
(i) In the event of a Change in Control (as defined below) and
the termination of the Executive's employment or this Agreement under
either A or B below, the Executive shall be entitled to a lump sum payment
equal to three (3) times his annual base salary then payable, subject to
the limitations set forth below. The Employer shall also continue to
provide coverage for the Executive under the health, life and disability
insurance programs for three (3) years following such termination.
Payments under this
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paragraph shall be subject to the limits of subparagraph (g)(ii) below.
The following shall constitute termination under this paragraph:
A. The Executive terminates his employment by a written
notice to that effect delivered to the Board within twenty-four
(24) months after the Change in Control.
B. This Agreement is terminated by the Employer or its
successor either in contemplation of or after the Change in
Control.
(ii) It is the intention of the Employer and the Executive that
no portion of any payment under this Agreement, or payments to or for the
benefit of the Executive under any other agreement or plan, be deemed to be
an "Excess Parachute Payment" as defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), or its successors. It is
agreed that the present value of and payments to or for the benefit of the
Executive in the nature of compensation, receipt of which is contingent on
the Change of Control, and to which Section 280G of the Code applies (in
the aggregate "Total Payments") shall not exceed an amount equal to one
dollar less than the maximum amount which the Employer may pay without loss
of deduction under Section 280G(a) of the Code. Present value for purposes
of this Agreement shall be calculated in accordance with Section 280G(d)(4)
of the Code. Within one hundred and twenty (120) days following the
earlier of (A) the giving of the notice of termination or (B) the giving of
notice by the Employer to the Executive of its belief that there is a
payment or benefit due the Executive which will result in an excess
parachute payment as defined in Section 280G of the Code, the Executive and
the Employer, at the Employer's expense, shall obtain the opinion of such
legal counsel and certified public accountants as the Executive may choose
(notwithstanding the fact that such persons have acted or may also be
acting as the legal counsel or certified public accountants for the
Employer), which opinions need not be unqualified, which sets forth (A) the
amount of the Base Period Income of the Executive, (B) the present value of
Total Payments and (C) the amount and present value of any excess parachute
payments. In the event that such opinions determine that there would be an
excess parachute payment, the payment hereunder or any other payment
determined by such counsel to be includable in Total Payments shall be
modified, reduced or eliminated as specified by the Executive in writing
deliverd to the Employer within ninety (90) days of his receipt of such
opinions or, if the Executive fails to so notify the Employer, then as the
Employer shall reasonably determine, so that under the bases of calculation
set forth in such opinions there will be no excess parachute payment. The
provisions of this subparagraph, including the calculations, notices and
opinions provided for herein shall be based upon the conclusive presumption
that (A) the compensation and benefits provided for in Section 2 hereof and
(B) any other compensation earned by the Executive pursuant to the
Employer's compensation programs which would have been paid in any event,
are reasonable compensation for services rendered, even though the timing
of such payment is triggered by the Change of Control; provided, however,
that in the event such legal counsel so requests in connection with the
opinion required by this subparagraph, the Executive and the Employer shall
obtain, at the Employer's expense,
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and the legal counsel may rely on in providing the opinion, the advice of
a firm of recognized executive compensation consultants as to the
reasonableness of any item of compensation to be received by the
Executive. In the event that the provisions of Sections 280G and 4999 of
the Code are repealed without succession, this subparagraph shall be of
no further force or effect.
(iii) For purposes of this paragraph, the term "Change in
Control" shall mean the following:
A. The consummation of the acquisition by any person (as
such term is defined in Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act")) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
0000 Xxx) of fifty percent (50%) or more of the combined voting
power of the then outstanding voting securities of the Employer
or the Bank; or
B. The individuals who, as of the date hereof, are members
of the Board of the Employer or the Bank cease for any reason to
constitute a majority of the Board, unless the election, or
nomination for election by the stockholders, of any new director
was approved by a vote of a majority of the Board, and such new
director shall, for purposes of this Agreement, be considered as
a member of the Board; or
C. Approval by stockholders of the Employer or the Bank
of: (1) a merger or consolidation if the stockholders
immediately before such merger or consolidation do not, as a
result of such merger or consolidation, own, directly or
indirectly, more than fifty percent (50%) of the combined voting
power of the then outstanding voting securities of the entity
resulting from such merger or consolidation in substantially the
same proportion as their ownership of the combined voting power
of the voting securities of the Employer or the Bank outstanding
immediately before such merger or consolidation; or (2) a
complete liquidation or dissolution or an agreement for the sale
or other disposition of all or substantially all of the assets of
the Employer or the Bank.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because fifty percent (50%) or more of the combined voting power
of the then outstanding securities of the Employer or the Bank is acquired
by: (1) a trustee or other fiduciary holding securities under one or more
employee benefit plans maintained for employees of the Employer or the Bank;
or (2) any corporation which, immediately prior to such acquisition, is owned
directly or indirectly by the stockholders in the same proportion as their
ownership of stock of the Employer or the Bank immediately prior to such
acquisition.
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(h) REGULATORY SUSPENSION AND TERMINATION.
(i) If the Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Employer's affairs by a
notice served under Section 8(e)(3) (12 U.S.C. Section 1818(e)(3)) or 8(g)
(12 U.S.C. Section 1818(g)) of the Federal Deposit Insurance Act, as
amended, the Employer's obligations under this contract shall be suspended
as of the date of service, unless stayed by appropriate proceedings. If
the charges in the notice are dismissed, the Employer shall (A) pay the
Executive all of the compensation withheld while their contract obligations
were suspended and (B) reinstate any of the obligations which were
suspended.
(ii) If the Executive is removed and/or permanently prohibited
from participating in the conduct of the Employer's affairs by an order
issued under Section 8(e) (12 U.S.C. Section 1818(e)) or 8(g) (12 U.S.C.
Section 1818(g)) of the Federal Deposit Insurance Act, as amended, all
obligations of the Employer under this contract shall terminate as of the
effective date of the order, but vested rights of the contracting parties
shall not be affected.
(iii) If the Employer is in default as defined in Section
3(x) (12 U.S.C. Section 1813(x)(1)) of the Federal Deposit Insurance Act,
as amended, all obligations of the Employer under this contract shall
terminate as of the date of default, but this paragraph shall not affect
any vested rights of the contracting parties.
(iv) All obligations of the Employer under this contract shall be
terminated, except to the extent determined that continuation of the
contract is necessary for the continued operation of the institution by the
Federal Deposit Insurance Corporation (the "FDIC"), at the time the FDIC
enters into an agreement to provide assistance to or on behalf of the
Employer under the authority contained in Section 13(c) (12 U.S.C. Section
1823(c)) of the Federal Deposit Insurance Act, as amended, or when the
Employer is determined by the FDIC to be in an unsafe or unsound condition.
Any rights of the parties that have already vested, however, shall not be
affected by such action.
(v) Any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their
compliance with Section 18(k) (12 U.S.C. Section 1828(k)) of the Federal
Deposit Insurance Act as amended, and any regulations promulgated
thereunder.
(i) TERMINATION UPON RETIREMENT. In the event of the termination of
this Agreement due to the retirement of the Executive at or after the attainment
of age sixty-two (62), the Employer shall continue to provide coverage for the
Executive under the health and life insurance programs maintained by the
Employer until his death.
5. INTEREST IN ASSETS. Neither the Executive nor his estate shall
acquire hereunder any rights in funds or assets of the Employer, otherwise than
by and through the actual payment of amounts payable hereunder; nor shall the
Executive or his estate have any power to transfer, assign, anticipate,
hypothecate or otherwise encumber in advance any of said payments; nor shall
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any of such payments be subject to seizure for the payment of any debt,
judgment, alimony, separate maintenance or be transferable by operation
of law in the event of bankruptcy, insolvency or otherwise of the Executive.
6. INDEMNIFICATION.
(a) INSURANCE. The Employer shall provide the Executive (including
his heirs, personal representatives, executors and administrators) for the term
of this Agreement with coverage under a standard directors' and officers'
liability insurance policy at its expense.
(b) INDEMNIFICATION UNDER STATE LAW. In addition to the insurance
coverage provided for in paragraph (a) of this Section 6, the Employer shall
hold harmless and indemnify the Executive (and his heirs, executors and
administrators) to the fullest extent permitted under applicable law against all
expenses and liabilities reasonably incurred by him in connection with or
arising out of any action, suit or proceeding in which he may be involved by
reason of his having been an officer of the Employer (whether or not he
continues to be an officer at the time of incurring such expenses or
liabilities), such expenses and liabilities to include, but not be limited to,
judgments, court costs and attorneys' fees and the cost of reasonable
settlements.
(c) ADVANCEMENT OF EXPENSES. In the event the Executive becomes a
party, or is threatened to be made a party, to any action, suit or proceeding
for which the Employer has agreed to provide insurance coverage or
indemnification under this Section 6, the Employer shall, to the full extent
permitted under applicable law, advance all expenses (including reasonable
attorneys' fees), judgments, fines and amounts paid in settlement (collectively
"Expenses") incurred by the Executive in connection with the investigation,
defense, settlement, or appeal of any threatened, pending or completed action,
suit or proceeding, subject to receipt by the Employer of a written undertaking
from the Executive: (i) to reimburse the Employer for all Expenses actually
paid by the Employer to or on behalf of the Executive in the event it shall be
ultimately determined that the Executive is not entitled to indemnification by
the Employer for such Expenses; and (ii) to assign to the Employer all rights of
the Executive to indemnification, under any policy of directors' and officers'
liability insurance or otherwise, to the extent of the amount of Expenses
actually paid by the Employer to or on behalf of the Executive.
7. GENERAL PROVISIONS.
(a) SUCCESSORS; ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the Executive, the Employer and his and its respective
personal representatives, successors and assigns, and any successor or assign of
the Employer shall be deemed the "Employer" hereunder. The Employer shall
require any successor to all or substantially all of the business and/or assets
of the Employer, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent as the Employer
would be required to perform if no such succession had taken place.
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(b) ENTIRE AGREEMENT; MODIFICATIONS. This Agreement, along with the
Deferred Compensation and Split-Dollar Insurance Agreement for the benefit of
the Executive, constitutes the entire agreement between the parties respecting
the subject matter hereof, and supersedes all prior negotiations, undertakings,
agreements and arrangements with respect thereto, whether written or oral.
Except as otherwise explicitly provided herein, this Agreement may not be
amended or modified except by written agreement signed by the Executive and the
Employer.
(c) ENFORCEMENT AND GOVERNING LAW. The provisions of this Agreement
shall be regarded as divisible and separate; if any of said provisions should be
declared invalid or unenforceable by a court of competent jurisdiction, the
validity and enforceability of the remaining provisions shall not be affected
thereby. This Agreement shall be construed and the legal relations of the
parties hereto shall be determined in accordance with the laws of the State of
Illinois without reference to the law regarding conflicts of law.
(d) ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement or the Executive's employment by the Employer
shall be settled exclusively by arbitration, conducted by a single arbitrator
sitting in a location selected by the Executive within fifty (50) miles of
the main office of the Employer, in accordance with the rules of the American
Arbitration Association (the "AAA") then in effect. The arbitrator shall be
selected by the parties from a list of arbitrators provided by the AAA,
provided that no arbitrator shall be related to or affiliated with either of
the parties. No later than ten (10) days after the list of proposed
arbitrators is received by the parties, the parties, or their respective
representatives, shall meet at a mutually convenient location or
telephonically. At that meeting, the party who sought arbitration shall
eliminate one (1) proposed arbitrator and then the other party shall
eliminate one (1) proposed arbitrator. The parties shall continue to
eliminate names from the list of proposed arbitrators in this manner until a
single proposed arbitrator remains. This remaining arbitrator shall
arbitrate the dispute. Each party shall submit, in writing, the specific
requested action or decision it wishes to take, or make, with respect to the
matter in dispute, and the arbitrator shall be obligated to choose one (1)
party's specific requested action or decision, without being permitted to
effectuate any compromise position. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that
the Executive shall be entitled to seek specific performance of his right to
be paid through the date of termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.
(e) LEGAL FEES. All reasonable legal fees paid or incurred by the
Executive pursuant to any dispute or question of interpretation relating to this
Agreement shall be paid or reimbursed by the Employer if the Executive is
successful on the merits pursuant to a legal judgment, arbitration or
settlement.
(f) WAIVER. No waiver by either party at any time of any breach by
the other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party, shall be deemed a waiver of any
similar or dissimilar provisions or conditions at the same time or any prior or
subsequent time.
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(g) NOTICES. Notices pursuant to this Agreement shall be in writing
and shall be deemed given when received; and, if mailed, shall be mailed by
United States registered or certified mail, return receipt requested, postage
prepaid; and if to the Employer, addressed to the principal headquarters of the
Employer, attention: Chairman; or, if to the Executive, to the address set
forth below the Executive's signature on this Agreement, or to such other
address as the party to be notified shall have given to the other.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
WEST SUBURBAN BANCORP, INC. XXXXX X. XXXX
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxx
-------------------------------------- -------------------------------
Name:
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Chairman of the Board of Directors
-------------------------------
(Address)
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