Exhibit 10(A)(3)
JACKSONVILLE SAVINGS BANK
EMPLOYMENT AGREEMENT
This Agreement is made effective as of the 13th day of January, 2004, by
and between Jacksonville Savings Bank (the "Bank"), an Illinois chartered
savings institution, with its principal administrative office at 0000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000-0000 and Xxxx Xxxxxxxx ("Xx.
Xxxxxxxx"). Any reference to "Company" herein shall mean Jacksonville Bancorp,
Inc. or any successor thereto.
WHEREAS, Xx. Xxxxxxxx has been employed by the Bank as Senior Vice
President since July 2000; and
WHEREAS, the Bank wishes to retain the services of Xx. Xxxxxxxx as an
employee of the Bank for the period provided in this Agreement; and
WHEREAS, Xx. Xxxxxxxx is willing to serve in the employ of the Bank on a
full-time basis for said period.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:
1. POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, Xx. Xxxxxxxx agrees to serve
as Senior Vice President of the Bank. During said period, Xx. Xxxxxxxx shall be
considered a senior officer of the Bank and shall attend regular monthly board
meetings of the Bank. Failure to reelect Xx. Xxxxxxxx as Senior Vice President
without the consent of Xx. Xxxxxxxx during the term of this Agreement shall
constitute a breach of this Agreement.
2. TERMS AND DUTIES
(a) The period of Xx. Xxxxxxxx'x employment under this Agreement shall
begin as of the date first above written and shall continue for a period of
twelve (12) full calendar months thereafter. Commencing on the first anniversary
date of this Agreement, and continuing at each anniversary date thereafter, the
Agreement shall renew for an additional year such that the remaining term shall
be twelve (12) full calendar months; provided, however, if written notice of
nonrenewal is provided to Xx. Xxxxxxxx at least ten (10) days and not more than
thirty (30) days prior to any anniversary date, the employment of Xx. Xxxxxxxx
hereunder shall cease at the end of twelve (12) months following such
anniversary date.
(b) During the period of his employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, Xx. Xxxxxxxx shall devote substantially all his business
time, attention, skill, and efforts to the faithful performance of his duties
hereunder including activities and services related to the organization,
operation and management of the Bank; provided, however, that, with the approval
of the Board, as evidenced by a resolution of such Board, from time to time, Xx.
Xxxxxxxx may serve, or continue to serve, on the boards of directors of, and
hold any other offices or positions in, companies or organizations, which, in
such Board's judgment, will not present any conflict of interest with the Bank,
or materially affect the performance of Xx. Xxxxxxxx'x duties pursuant to this
Agreement. Nothing in this Section shall be construed as preventing Xx. Xxxxxxxx
from serving from time to time on boards, committees, or holding positions of
non-profit or governmental organizations, including religious and civic groups,
without the need for Board approval.
3. COMPENSATION AND REIMBURSEMENT
(a) The compensation specified under this Agreement shall constitute the
salary and benefits paid for the duties described in Section 2(b). The Bank
shall pay Xx. Xxxxxxxx as compensation a salary of not less than $89,160 per
year ("Base Salary"). Such Base Salary shall be payable biweekly. During the
period of this Agreement, Xx. Xxxxxxxx'x Base Salary shall be reviewed at least
annually. Such review shall be conducted by a Committee designated by the Board,
and the Board may increase Xx. Xxxxxxxx'x Base Salary. Any such increase in Base
Salary shall be consistent with increases awarded to other senior officers of
the Bank. In addition to the Base Salary
provided in this Section 3(a), the Bank shall provide Xx. Xxxxxxxx at no cost to
Xx. Xxxxxxxx with all such other benefits as are provided uniformly to permanent
full-time employees of the Bank.
(b) In addition to Xx. Xxxxxxxx'x Base Salary, Xx. Xxxxxxxx will be
entitled to participate in or receive benefits under any employee benefit plans
including but not limited to, retirement plans, supplemental retirement plans,
pension plans, profit-sharing plans, health-and-accident plans, medical coverage
or any other employee benefit plan or arrangement made available by the Bank in
the future to its senior executives and key management employees, subject to and
on a basis consistent with the terms, conditions and overall administration of
such plans and arrangements. Xx. Xxxxxxxx will be eligible for incentive
compensation and bonuses as provided in any plan of the Bank in which Xx.
Xxxxxxxx is eligible to participate. Nothing paid to Xx. Xxxxxxxx under any such
plan or arrangement will be deemed to be in lieu of other compensation to which
Xx. Xxxxxxxx is entitled under this Agreement.
(c) Xx. Xxxxxxxx shall also be entitled to regular director's fees if Xx.
Xxxxxxxx serves as a director on the Bank's Board of Directors.
(d) Compensation and reimbursement to be paid pursuant to paragraphs (a),
(b) and (c) of this Section 3 shall be paid by the Bank and the Company,
respectively on a pro rata basis based upon the amount of service Xx. Xxxxxxxx
devotes to the Bank and Company, respectively.
4. PAYMENTS TO XX. XXXXXXXX UPON AN EVENT OF TERMINATION
The provisions of this Section shall in all respects be subject to the
terms and conditions stated in Sections 8 and 15.
(a) The provisions of this Section shall apply upon the occurrence of an
Event of Termination (as herein defined) during Xx. Xxxxxxxx'x term of
employment under this Agreement. As used in this Agreement, an "Event of
Termination" shall mean and include any one or more of the following: (i) the
termination by the Bank or the Company of Xx. Xxxxxxxx'x full-time employment
hereunder for any reason other than, (A) Disability or Retirement as defined in
Section 6 below, (B) a Change in Control, as defined in Section 5(a) hereof, or
(C) Termination for Cause as defined in Section 7 hereof; or (ii) Xx. Xxxxxxxx'x
resignation from the Bank's employ, upon any (A) failure to elect or reelect or
to appoint or reappoint Xx. Xxxxxxxx as Senior Vice President, (B) material
change in Xx. Xxxxxxxx'x function, duties, or responsibilities, which change
would cause Xx. Xxxxxxxx'x position to become one of lesser responsibility,
importance, or scope from the position and attributes thereof described in
Section 1, above, (C) liquidation or dissolution of the Bank or Company other
than liquidations or dissolutions that are caused by reorganizations that do not
affect the status of Xx. Xxxxxxxx, or (D) breach of this Agreement by the Bank.
Upon the occurrence of any event described in clauses (ii)(A), (B), (C) or (D),
above, Xx. Xxxxxxxx shall have the right to elect to terminate his employment
under this Agreement without prejudice to his rights under this Agreement, by
resignation upon sixty (60) days prior written notice given within a reasonable
period of time not to exceed four calendar months after the initial event giving
rise to said right to elect. Notwithstanding the preceding sentence, in the
event of a continuing breach of this Agreement by the Bank, Xx. Xxxxxxxx, after
giving due notice within the prescribed time frame of an initial event specified
above, shall not waive any of his rights solely under this Agreement and this
Section 4 by virtue of the fact that Xx. Xxxxxxxx has submitted his resignation
but has remained in the employment of the Bank and is engaged in good faith
discussions to resolve any occurrence of an event described in clauses (A), (B),
(C) or (D) above.
(b) Upon the occurrence of an Event of Termination, on the Date of
Termination, as defined in Section 8, the Bank shall pay Xx. Xxxxxxxx, or, in
the event of his subsequent death, his beneficiary or beneficiaries, or his
estate, as the case may be, as severance pay or liquidated damages, or both, a
sum equal to the greater of the payments due for the remaining term of the
Agreement or one (1) times Xx. Xxxxxxxx'x Base Salary for the immediately
preceding twelve (12) months, including bonuses and any other cash compensation
paid to Xx. Xxxxxxxx during such period, and the amount of any benefits received
pursuant to any employee benefit plans on behalf of Xx. Xxxxxxxx, maintained by
the Bank during such period; PROVIDED, HOWEVER, that if the Bank is not in
compliance with its minimum capital requirements or if such payments would cause
the Bank's capital to be reduced below its minimum capital requirements, such
payments shall be deferred until such time as the Bank is in capital compliance,
and provided further, that in no event shall total severance compensation from
all sources exceed three
times Xx. Xxxxxxxx'x Base Salary for the immediately preceding year. At the
election of Xx. Xxxxxxxx, which election is to be made on an annual basis during
the month of January, and which election is irrevocable for the year in which
made and upon the occurrence of an Event of Termination, such payments shall be
made in a lump sum or paid monthly during the remaining term of the Agreement or
twelve (12) months, whichever is longer, following Xx. Xxxxxxxx'x termination.
In the event that no election is made, payment to Xx. Xxxxxxxx will be made on a
monthly basis during the remaining term of the Agreement or twelve (12) months,
whichever is longer. Such payments shall not be reduced in the event Xx.
Xxxxxxxx obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Bank will cause to
be continued life, medical and disability coverage substantially identical to
the coverage maintained by the Bank for Xx. Xxxxxxxx prior to his termination,
provided that such benefits shall not be provided in the event they should
constitute an unsafe or unsound banking practice relating to executive
compensation and employment contracts pursuant to applicable regulations, as is
now or hereafter in effect. Such coverage shall cease upon the expiration of the
remaining term of this Agreement.
5. CHANGE IN CONTROL
(a) No benefit shall be payable under this Section 5 unless there shall
have been a Change in Control of the Bank or Company, as set forth below. For
purposes of this Agreement, a "Change in Control" of the Bank or Company (a)
shall mean an event of a nature 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 date
hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), or results in a Change in Control of the Bank or the
Company within the meaning of the Home Owners Loan Act, as amended and
applicable rules and regulations promulgated thereunder as in effect at the time
of the Change in Control; or (b) without limitation shall be deemed to have
occurred at such time as (i) any "person" (as the term is used in Section 13(d)
and 14(d) of the Exchange Act) other than the Company is or becomes a
"beneficial owner" (as defined in Rule 13-d under the Exchange Act) directly or
indirectly, of securities of the Bank representing 25 % or more of the Bank's
outstanding securities ordinarily having the right to vote at the election of
directors except for any securities of the Bank received by the Company in
connection with the Reorganization and any securities purchased by the Bank's
employee stock ownership plan and trust shall not be counted in determining
whether such plan is the beneficial owner of more than 25 % of the Bank's
securities, (ii) a proxy statement soliciting proxies from stockholders of the
Bank, by someone other than the current management of the Bank, seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Company of the Bank or similar transaction with one or more corporations as a
result of which the outstanding shares of the class of securities then subject
to the plan or transaction are exchanged or converted into cash or property or
securities not issued by the Bank or the Company, or (iii) a tender offer is
made for 25 or more of the voting securities of the Bank and the shareholders
owning beneficially or of record 25 % or more of the outstanding securities of
the Bank have tendered or offered to sell their shares pursuant to such tender
offer and such tendered shares have been accepted by the tender offeror.
Notwithstanding, the foregoing, a "Change in Control" of the Bank or the
Company shall not be deemed to have occurred in connection with the conversion
of Jacksonville Bancorp, MHC to stock form.
For these purposes, "Incumbent Board" means, in the case of the Company or
the Bank, the Board of Directors of the Company or the Bank, respectively, on
the date hereof, provided that any person becoming a director subsequent to the
date hereof 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 members or stockholders was approved by the same nominating committee serving
under an Incumbent Board, shall be considered as though he were a member of the
Incumbent Board.
(b) If any of the events described in Section 5(a) hereof constituting a
Change in Control have occurred, Xx. Xxxxxxxx shall be entitled to the benefits
provided in paragraphs (c), (d), (e), (1), (g) and (h) of this Section 5 upon
his subsequent termination of employment at any time during the term of this
Agreement, regardless of whether such termination results from (i) his
resignation or (ii) his dismissal upon the Change in Control.
(c) Upon the occurrence of a Change in Control followed by Xx. Xxxxxxxx'x
termination of employment, the Bank shall pay Xx. Xxxxxxxx, or in the event of
his subsequent death, his beneficiary or beneficiaries, or his estate, as the
case may be, as severance pay or liquidated damages, or both, a sum equal to the
greater of the payments due for the remaining term of the Agreement or one (1)
times Xx. Xxxxxxxx'x Base Salary for the immediately preceding twelve (12)
months, including bonuses and any other cash compensation paid to Xx. Xxxxxxxx
during such period, and the amount of any contributions made to any employee
benefit plans, on behalf of Xx. Xxxxxxxx, maintained by the Bank during such
years. Such payment shall be made by the Bank on the Date of Termination. At the
election of Xx. Xxxxxxxx, which election shall be made on an annual basis during
the month of January, and which election is irrevocable for the year in which
made and upon the occurrence of a Change in Control, such payment may be made in
a lump sum or paid in equal monthly installments during the remaining term of
the Agreement or twelve (12) months, whichever is longer, following Xx.
Xxxxxxxx'x termination. In the event that no election is made, payment to Xx.
Xxxxxxxx will be made on a monthly basis during the remaining term of the
Agreement.
(d) Upon the occurrence of a Change in Control followed by Xx. Xxxxxxxx'x
termination of employment, the Bank will cause to be continued life, medical,
dental and disability coverage substantially identical to the coverage
maintained by the Bank for Xx. Xxxxxxxx prior to his severance. Such coverage
and payments shall cease upon the expiration of the remaining term of the
Agreement or twelve (12) months, whichever is longer.
(e) Upon the occurrence of a Change in Control, Xx. Xxxxxxxx will be
entitled to any benefits granted to his pursuant to any Stock Option Plan of the
Bank or Company.
(f) Upon the occurrence of a Change in Control, Xx. Xxxxxxxx will be
entitled to any benefits awarded to him under the Bank's Recognition and
Retention Plan or any restricted stock plan in effect. (g) Notwithstanding the
preceding paragraphs of this Section 5, in the event that:
(i) the aggregate payments or benefits to be made or afforded to Xx.
Xxxxxxxx under said paragraphs (the "Termination Benefits") would
be deemed to include an "excess parachute payment" under Section
280G of the Code or any successor thereto, and
(ii) if such Termination Benefits were reduced to an amount (the
"Non-Triggering Amount"), the value of which is one dollar
($1.00) less than an amount equal to the total amount of payments
permissible under Section 280G of the Code or any successor
thereto,
then the Termination Benefits to be paid to Xx. Xxxxxxxx shall be so reduced so
as to be a Non-Triggering Amount.
(h) Notwithstanding the foregoing, there will be no reduction in the
compensation otherwise payable to Xx. Xxxxxxxx during any period during which
Xx. Xxxxxxxx is incapable of performing his duties hereunder by reason of
temporary disability.
(i) Any payments made to Xx. Xxxxxxxx pursuant to this Agreement or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
ss. 1818(k) and any applicable regulations promulgated thereunder.
(j) Xx. Xxxxxxxx shall not be entitled to any payments pursuant to this
Section 5 if the Bank is not in compliance with its minimum capital requirements
or if such payments would cause the Bank's capital to be reduced below its
minimum capital requirements, such payments shall be deferred until such times
as the Bank is in capital compliance and provided further, that in no event
shall total severance compensation from all sources exceed three times Xx.
Xxxxxxxx'x Base Salary for the immediately preceding year.
6. TERMINATION UPON RETIREMENT OR DISABILITY
Termination by the Bank of Xx. Xxxxxxxx based on "Retirement" shall mean
termination in accordance with the Bank's retirement policy or in accordance
with any retirement arrangement established with Xx. Xxxxxxxx'x consent with
respect to him. Upon termination of Xx. Xxxxxxxx upon Retirement, Xx. Xxxxxxxx
shall be entitled to all benefits under any retirement plan of the Bank and
other plans to which Xx. Xxxxxxxx is a party.
Termination by the Bank of Xx. Xxxxxxxx'x employment based on "Disability"
shall mean termination because of any physical or mental impairment which
qualifies Xx. Xxxxxxxx for disability benefits under the applicable long-term
disability plan maintained by the Bank or, if no such plan applies, which would
qualify Xx. Xxxxxxxx for disability benefits under the federal social security
system.
7. TERMINATION FOR CAUSE
The term "Termination for Cause" shall mean termination because of Xx.
Xxxxxxxx'x personal dishonesty, incompetence, willful misconduct, any breach of
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 material
breach of any provision of this Agreement. In determining incompetence, the acts
or omissions shall be measured against standards generally prevailing in the
savings institutions industry. For purposes of this paragraph, no act or failure
to act on the part of Xx. Xxxxxxxx shall be considered "willful" unless done, or
omitted to be done, by Xx. Xxxxxxxx not in good faith and without reasonable
belief that Xx. Xxxxxxxx'x action or omission was in the best interest of the
Bank. Notwithstanding the foregoing, Xx. Xxxxxxxx shall not be deemed to have
been Terminated for Cause unless and until there shall have been delivered to
him a copy of a resolution duly adopted by the affirmative vote of not less than
three-fourths of the members of the Board at a meeting of the Board called and
held for that purpose (after reasonable notice to Xx. Xxxxxxxx and an
opportunity for him, together with counsel, to be heard before the Board),
finding that in the good faith opinion of the Board, Xx. Xxxxxxxx was guilty of
conduct justifying Termination for Cause and specifying the particulars thereof
in detail. Xx. Xxxxxxxx shall not have the right to receive compensation or
other benefits for any period after Termination for Cause. Any stock options
granted to Xx. Xxxxxxxx under any stock option plan of the Bank, the Company or
any subsidiary or affiliate thereof, shall become null and void effective upon
Xx. Xxxxxxxx'x receipt of Notice of Termination for Cause pursuant to Section 8
hereof, and shall not be exercisable by Xx. Xxxxxxxx at any time subsequent to
such Termination for Cause.
8. NOTICE
(a) Any purported termination by the Bank or by Xx. Xxxxxxxx shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Xx. Xxxxxxxx'x employment under the provision
so indicated.
(b) "Date of Termination" shall mean the date specified in the Notice of
Termination (which, in the case of a Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given).
(c) If, within thirty (30) days after any Notice of Termination is given,
the party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, except upon the occurrence of a
Change in Control and voluntary termination by Xx. Xxxxxxxx in which case the
Date of Termination shall be the date specified in the Notice, the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties, by a binding arbitration award, or
by a final judgment, order or decree of a court of competent jurisdiction (the
time for appeal having expired and no appeal having been perfected) and provided
further that the Date of Termination shall be extended by a notice of dispute
only if such notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Bank will continue to pay
Xx. Xxxxxxxx his full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, Base Salary) and continue Xx.
Xxxxxxxx as a participant in all compensation, benefit and insurance plans in
which he was participating when the notice of dispute was given, until the
dispute is finally resolved in accordance with this Agreement, provided such
dispute is resolved within nine months after the Date of Termination specified
in the Notice or Termination; notwithstanding the foregoing no compensation or
benefits shall be paid to Xx. Xxxxxxxx in the event Xx. Xxxxxxxx is Terminated
for Cause. In the event that such Termination for Cause is found to have been
wrongful or such dispute is otherwise decided in Xx. Xxxxxxxx'x favor, Xx.
Xxxxxxxx shall be entitled to receive all compensation and benefits which
accrued but were unpaid following the Termination for Cause. Amounts paid
under this Section are in addition to all other amounts due under this Agreement
and shall not be offset against or reduce any other amounts due under this
Agreement.
9. POST-TERMINATION OBLIGATIONS
(a) All payments and benefits to Xx. Xxxxxxxx under this Agreement shall
be subject to Xx. Xxxxxxxx'x compliance with paragraph (b) of this Section 9
during the term of this Agreement and for one (1) full year after the expiration
or termination hereof.
(b) Xx. Xxxxxxxx shall, upon reasonable notice, furnish such information
and assistance to the Bank as may reasonably be required by the Bank in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party.
10. NON-COMPETITION
(a) Upon any termination of Xx. Xxxxxxxx'x employment hereunder pursuant
to Section 4(a) hereof, Xx. Xxxxxxxx agrees not to compete with the Bank and/or
the Company for a period of one (1) year following such termination in any city,
town or county in which the Bank and/or the Company has an office or has filed
an application for regulatory approval to establish an office, determined as of
the effective date of such termination, except as agreed to pursuant to a
resolution duly adopted by the Board. Xx. Xxxxxxxx agrees that during such
period and within said cities, towns and counties, Xx. Xxxxxxxx shall not work
for or advise, consult or otherwise serve with, directly or indirectly, any
entity whose business materially competes with the depository, lending or other
business activities of the Bank and/or the Company. The parties hereto,
recognizing that irreparable injury will result to the Bank and/or the Company,
its business and property in the event of Xx. Xxxxxxxx'x breach of this
Subsection 10(a) agree that in the event of any such breach by Xx. Xxxxxxxx, the
Bank and/or the Company will be entitled, in addition to any other remedies and
damages available, to an injunction to restrain the violation hereof by Xx.
Xxxxxxxx, Xx. Xxxxxxxx'x partners, agents, servants, employers, employees and
all persons acting for or with Xx. Xxxxxxxx. Nothing herein will be construed as
prohibiting the Bank and/or the Company from pursuing any other remedies
available to the Bank and/or the Company for such breach or threatened breach,
including the recovery of damages from Xx. Xxxxxxxx.
(b) Xx. Xxxxxxxx recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Bank and affiliates
thereof, as it may exist from time to time, is a valuable, special and unique
asset of the business of the Bank. Xx. Xxxxxxxx will not, during or after the
term of his employment, disclose any knowledge of the past, present, planned or
considered business activities of the Bank or affiliates thereof to any person,
firm, corporation, or other entity for any reason or purpose whatsoever.
Notwithstanding the foregoing, Xx. Xxxxxxxx may disclose any knowledge of
banking, financial and/or economic principles, concepts or ideas which are not
solely and exclusively derived from the business plans and activities of the
Bank, and Xx. Xxxxxxxx may disclose any information regarding the Bank or the
Company which is otherwise publicly available. In the event of a breach or
threatened breach by Xx. Xxxxxxxx of the provisions of this Section 10, the Bank
will be entitled to an injunction restraining Xx. Xxxxxxxx from disclosing, in
whole or in part, the knowledge of the past, present, planned or considered
business activities of the Bank or affiliates thereof, or from rendering any
services to any person, firm, corporation, other entity to whom such knowledge,
in whole or in part, has been disclosed or is threatened to be disclosed.
Nothing herein will be construed as prohibiting the Bank from pursuing any other
remedies available to the Bank for such breach or threatened breach, including
the recovery of damages from Xx. Xxxxxxxx.
11. SOURCE OF PAYMENTS
All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Bank. The Company, however, guarantees
payment and provision of all amounts and benefits due hereunder to Xx. Xxxxxxxx
and, if such amounts and benefits due from the Bank are not timely paid or
provided by the Bank, such amounts and benefits shall be paid or provided by the
Company.
12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS
This Agreement contains the entire understanding between the parties hereto
and supersedes any prior employment agreement between the Bank or any
predecessor of the Bank and Xx. Xxxxxxxx.
13. NO ATTACHMENT
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of, Xx.
Xxxxxxxx and the Bank and their respective successors and assigns.
14. MODIFICATION AND WAIVER
(a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.
15. REQUIRED PROVISIONS
Notwithstanding anything herein contained to the contrary, any payments to
the Executive by the Company are subject to and conditioned upon their
compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C.
Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part
359.
16. SEVERABILITY
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.
17. HEADINGS FOR REFERENCE ONLY
The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
18. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Illinois, but
only to the extent not superseded by federal law.
19. ARBITRATION
Any dispute or controversy arising under or in 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; provided,
however, that Xx. Xxxxxxxx shall be entitled to seek specific performance of his
right to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.
20. PAYMENT OF LEGAL FEES
All reasonable legal fees paid or incurred by Xx. Xxxxxxxx pursuant to any
dispute or question of interpretation relating to this Agreement shall be paid
or reimbursed by the Bank, provided that the dispute or interpretation has been
settled by Xx. Xxxxxxxx and the Bank or resolved in Xx. Xxxxxxxx'x favor.
21. INDEMNIFICATION
The Bank shall provide Xx. Xxxxxxxx (including his heirs, executors and
administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense, or in lieu thereof, shall indemnify
Xx. Xxxxxxxx (and his heirs, executors and administrators) to the fullest extent
permitted under federal law against all expenses and liabilities reasonably
incurred by his in connection with or arising out of any action, suit or
proceeding in which he may be involved by reason of his having been a director
or officer of the Bank (whether or not he continues to be a director or 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 (such settlements must be
approved by the Board of Directors of the Bank). If such action, suit or
proceeding is brought against Xx. Xxxxxxxx in his capacity as an officer or
director of the Bank, however, such indemnification shall not extend to matters
as to which Xx. Xxxxxxxx is finally adjudged to be liable for willful misconduct
in the performance of his duties. No Indemnification shall be paid that would
violate 12 U.S.C. 1828(K) or any regulations promulgated thereunder.
22. SUCCESSOR TO THE BANK
The Bank shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Bank or the Company, expressly
and unconditionally to assume and agree to perform the Bank's obligations under
this Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place.
SIGNATURES
IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed and
their seals to be affixed hereunto by its duly authorized officer, and Xx.
Xxxxxxxx has signed this Agreement, effective as of the day and date first above
written.
ATTEST: JACKSONVILLE SAVINGS BANK
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Chairman of the Board
WITNESS:
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
