EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Agreement is made as of the 22nd day of August, 2001, between
UnionBancorp, Inc. ("Employer") and Xxxx X. Xxxxxxx ("Employee").
RECITALS
The Employer is engaged in the providing of banking and other financial
services.
Employee is serving Employer pursuant to a letter agreement dated July 31,
2001. The parties desire to enter into a formal Employment Agreement with
respect to the continued employment of Employee by the Employer.
Employee wishes to continue as an employee of the Employer.
In consideration of the mutual promises and agreements of the parties, and
in consideration of the employment or continued employment of Employee on the
terms described below, the parties agree as follows:
AGREEMENT
1. TERMINATION OF LETTER AGREEMENT
The July 31, 2001 Letter Agreement shall terminate and be of no further
force and effect as of the effective date of this Agreement.
2. EMPLOYMENT
(a) Employer employs the Employee as its UnionFinancial Services'
President. Employee accepts such employment. Employee shall become employed,
full-time, no later than September 17, 2001. Prior to that date, Employee will
be paid a consulting fee pro-rated, plus mileage for each day actually worked.
3. TERM/AT-WILL EMPLOYMENT
This Agreement shall take effect on August 22, 2001 ("effective date"), and
shall terminate on August 22, 2004, at which point this Agreement shall be of no
further force and effect, except as provided in paragraph 9(d) and 11(f).
Employee agrees that if he shall remain employed thereafter, the employment
shall be at will.
4. DUTIES
(a) Employee's duties, authority and responsibilities as President include
all duties, authority and responsibilities customarily held by such officer of
comparable organizations as further detailed in attached job description,
Exhibit A, subject always to the charter and bylaw provisions and the policies
of Employer, applicable law, and the directions of Employer's Board of
Directors.
(b) Employee will devote his best efforts and business time, energy, skills
and attention to the business and affairs of the Employer, and will faithfully
and loyally discharge his duties to the Employer.
(c) Employee will abide by the Employer's rules and policies, as they may
be published from time to time. Employee shall not engage in additional
employment or consultation with others, whether or not for compensation, except
as provided in Section 13 of this Agreement, without the express written consent
of the Employer during the term of this Agreement.
5. COMPENSATION
(a) Employer shall pay employee Twelve Thousand Five Hundred Dollars
($12,500) for full-time employment for the months of September, October,
November and December, 2001.
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(b) Employer shall pay Employee, beginning January, 2002, a minimum of Ten
Thousand Dollars ($10,000), monthly. Employee's total compensation, including
base pay and additional compensation (bonus under Employer's short term
incentive compensation plans) shall be valued at One Hundred Fifty Thousand
Dollars ($150,000), annually. In addition, Employee qualifies for participation
in the Employer's long-term incentive compensation plan. Compensation shall be
subject to tax withholding and applicable deductions.
6. OTHER BENEFITS
(a) Employer shall provide the Employee with its customary employee
benefits during the term of this Agreement. The terms of any compensation or
benefit plan or insurance policy are incorporated by this reference as if fully
set forth herein.
(b) Employer shall reimburse Employee for the reasonable expenses of moving
his household, up to a total reimbursement of Twenty-five Thousand Dollars
($25,000). Employee shall provide reasonable documentation of such expenses.
(c) Employee shall be provided annual paid time off in accordance with
company policy during the term of this Agreement. Such time off shall be
scheduled two weeks in advance and shall be taken only upon approval by the
Employer.
7. CONFIDENTIALITY
Employee acknowledges that the nature of his employment will require
that he produce and have access to records, data, trade secrets and information
that are not available to the public regarding Employer and its subsidiaries and
affiliates ("Confidential Information"). Employee will hold in confidence and
not directly or indirectly disclose any Confidential Information to third
parties unless disclosure becomes reasonably necessary in connection with
Employee's performance of his duties hereunder, or the Confidential Information
lawfully becomes available to the public from other sources, or he is authorized
in writing by Employer to disclose it, or he
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is required to make disclosure by a law or pursuant to the authority of any
administrative agency or judicial body. All confidential Information and all
other records, files, documents and other materials or copies thereof relating
to the business of Employer or any of its subsidiaries or affiliates that
Employee prepares or uses will always be the sole property of Employer. Employee
will promptly return all originals and copies of such Confidential Information
and other records, files, documents and other materials to Employer if his
employment is terminated for any reason.
8. REIMBURSEMENT OF EXPENSES
Employer will reimburse Employee for all travel, entertainment and other
out-of-pocket expenses that he reasonably and necessarily incurs in the
performance of his duties. Employee will document these expenses to the extent
necessary to comply with all applicable laws and internal policies.
9. RESTRICTIVE COVENANT
(a) Employee covenants and agrees that during the term of his employment
and for a period of one (1) year following his termination of employment (for
any reason) and within a 60 mile radius of any current or future UnionBancorp,
Inc. facility, he shall not, without the prior written consent of Employer, own,
manage, operate, control, be employed as an employee or consultant by,
participate or engage in, or be connected in any manner, directly or indirectly,
with the ownership, management, operation or control of any corporation or other
business entity such as a bank, savings and loan association, credit union,
trust company, or similar organization, whose products or services can
reasonably be considered as competing with the products or services of Employer,
or in any way assist such corporation or other business entity to compete with
the business of Employer; provided however, that Employee shall not
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be deemed to be in violation of this restrictive covenant solely by reason of
his ownership of not more than one percent (1%) of the outstanding securities of
any corporation whose shares of stock are traded on a national securities
exchange or in the over-the-counter market. Employee agrees that because of his
position with Employer, the enforcement of this restrictive covenant is
reasonably necessary for the proper protection of Employer's business interests
and competitive position, and Employee further agrees that a court of competent
jurisdiction may enjoin a breach or threatened breach of this Restrictive
Covenant by the Employee, without bond.
(b) In consideration for Employee's agreement to this Restrictive Covenant,
Employer will pay to Employee One Thousand Dollars ($1000), upon the termination
of employment. This payment shall be in addition to any other sums owing to the
Employee under this Agreement upon its termination.
(c) The Employer reserves the right to unilaterally waive the Restrictive
Covenant. Upon such waiver, the Employer's obligation under paragraph 9(b) is
discharged in total.
(d) Notwithstanding the terms of paragraph 3, the provisions of paragraphs
7 and 9 of this Agreement shall survive the termination of Employee's
employment, and the existence of any claim or cause of action by the Employee
against the Employer, whether predicated upon this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Employer of the Employee's
covenants. It is agreed that the breach by the Employee of any of his covenants
contained in Section 9 would constitute immediate and irreparable damage to the
Employer not adequately compensable in money damages and would warrant
injunctive relief, without bond.
10. TERMINATION
(a) This Agreement and Employee's employment may be terminated by the
Employer at any time for just cause ("just cause" for the purpose of this
Agreement shall mean conviction of a felony, breach of the Agreement, loss of
licenses, dishonesty, neglect of duties,
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Employee's incapacity to perform his duties for a period in excess of six
months, Employee's use of unlawful drugs, and behavior or activities by Employee
which brings Employer into disrepute). If the Employer terminates this Agreement
for just cause, Employee shall be entitled to compensation up to and including
Employee's final day of employment.
(b) Employee may voluntarily terminate his employment at any time during
the period of its duration upon not less than thirty (30) days written notice,
and shall be paid as if terminated for just cause as set forth in Section 10(a).
(c) This Agreement will terminate if Employee dies during the term of this
Agreement, effective on the date of death. Any payments that are owing to
Employee under this Agreement or otherwise at the time of his death will be made
to whomever Employee may designate in writing as his beneficiary, or absent such
a designation, to the executor or administrator of his estate.
11. DISPUTES
It is mutually agreed between the parties that arbitration shall be
Employee's sole and exclusive remedy to redress any dispute, claim or
controversy, including claims under statutes, regulations or ordinances
(collectively referred to as a "grievance"), raised by Employee. It is the
intention of the parties that the arbitration decision will be final and binding
and that any and all grievances by Employee shall be disposed of as follows:
(a) Employee must submit any and all grievances in writing to the Chief
Executive Officer of UnionBancorp, Inc. within thirty (30) days of the
occurrence complained of;
(b) Within ten (10) days of the submission of the written grievance, the
Employer or its designated agent shall respond in writing to the grievance for
the purpose of resolving the grievance; and
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(c) If the grievance is not responded to in ten (10) days, or if the
response does not resolve the grievance, the Employee may, within fifteen (15)
days, refer to the grievance to arbitration. The arbitration shall be conducted
in accordance with the 2001 Employment Arbitration Rules of the American
Arbitration Association and the expense of the arbitration shall be shared
equally by Employer and Employee. The arbitration shall occur in Ottawa,
Illinois.
(d) Any grievance will be deemed waived unless presented within the time
limits specified.
(e) The arbitrator shall not have authority to change any of the provisions
of this Agreement by alterations, additions to or subtractions from its terms.
(f) The parties stipulate that arbitration, and the decision of the
arbitrator, shall be the sole and exclusive remedy for any grievance of
Employee. Since arbitration is Employee's exclusive remedy, Employee expressly
waives the right to resort to any federal, state or local court or
administrative agency concerning any aspect of his employment or termination of
employment. Employee further agrees that the availability of arbitration, or the
decision of the arbitrator, shall be a complete defense to any suit, action or
proceeding by Employee instituted in any federal, state or local court or before
any administrative agency with respect to any grievance. These arbitration
provisions shall, with respect to any grievance, survive the termination or
expiration of this Agreement.
12. ENFORCEABILITY
If any covenant or other provision of this Agreement is held to be invalid
or unenforceable by reason of any rule of law or public policy, in whole or in
part, all other covenants and provisions of this Agreement shall nevertheless
remain in full force and effect, and no covenant or provision shall be deemed
dependent upon any other covenant or provision.
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13. EMPLOYEE'S CURRENT BUSINESS
Employer shall be entitled to 50% of the net profits of Employee's current
business commencing on January 1, 2002, upon Employer's determination as to
permissibility of involvement in Employee's business and Employer's opportunity
to quantify any inherent risk. Employer's right to such net profits, as
described above, shall continue until Employee's business shall be sold or
terminated.
14. NO OTHER AGREEMENTS
This Agreement contains the complete understanding between the parties and
shall, as of its effective date, supersede all other agreements between the
parties. In addition the parties stipulate that neither Employer nor Employee
has made any representation with respect to the subject matter of this Agreement
or any other representations, including its execution and delivery, except as
are specifically set forth in this Agreement. Each of the parties has relied on
his or its own judgment in entering into this Agreement.
15. MODIFICATION OF AGREEMENT
No waiver or modification of this Agreement, any of its covenants,
conditions, or limitations shall be valid unless in writing and duly executed by
the party to be charged, and no evidence of any waiver or modification shall be
offered or received in evidence in any proceeding or litigation between the
parties arising out of or affecting this Agreement, or the rights or obligations
of the parties, unless such waiver or modification is in writing and duly
executed by the Employee and Employer's Chief Executive Officer. The parties
agree that the provisions of this section may not be waived except as set forth
above.
16. ASSIGNMENT
The Employee acknowledges that the services to be rendered by him are
unique and personal. Accordingly, the Employee may not delegate any of his
duties or obligations under
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this Agreement. The rights and obligations of the parties under this Agreement
shall inure to the benefit of and shall be binding upon the heirs, devisees,
executors, administrators or other legal representatives, successors and assigns
of the Employer and Employee.
17. CHOICE OF LAW
It is the intention of the parties that this Agreement, the parties'
performance, and all suits and special proceedings based on the Agreement be
construed under the laws of the State of Illinois and the Federal Arbitration
Act, and that in any action, special proceedings or other proceeding that may be
brought arising out of, in connection with, or by reason of this Agreement, the
laws of the State of Illinois and the Federal Arbitration Act shall govern to
the exclusion of the law of any other forum, without regard to the jurisdiction
in which any action or special proceeding may be instituted.
EMPLOYER:
UNIONBANCORP, INC.
Witness:
Xxxxxx X. Xxxxxxxx By Xxxxxxx X. Xxxxx
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Its: Chief Executive Officer
EMPLOYEE:
Witness:
Xxxxxx X. Xxxxxxxx By Xxxx X. Xxxxxxx
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XXXX X. XXXXXXX
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