EXHIBIT 10.1
AGREEMENT
This Agreement ("Agreement") is made and entered into as of this 10th
day of November, 2004, by and between XXXXXXX X. XXXXXX (hereinafter referred to
as the "Executive") and ILLINI CORPORATION (hereinafter referred to as the
"Company").
RECITALS
A. The Company is the parent corporation of Illini Bank and Farmers
State Bank of Camp Point (the "Banks").
B. The Executive and the Company are parties to a Management Continuity
Agreement.
C. The Executive desires to resign from all positions he has with the
Company and the Banks and its and their affiliated companies (the "Affiliates").
D. Satisfaction of this Agreement shall fully satisfy the obligations
of the Company and the Executive under the Employment Agreement and any and all
contracts, benefit plans, employment policies, perquisites and programs of the
Company and the Banks.
AGREEMENTS
NOW, THEREFORE, in consideration of the recitals and the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
SECTION 1. TERMINATION OF EMPLOYMENT AND DUTIES. The parties agree that as of
the date of this agreement through December 31, 2004, the Executive's only
duties shall be as an advisor to the Company and the Banks. The Executive,
effective as of the date of this agreement, hereby relinquishes his titles as
President and Chief Executive Officer of the Company and the Executive also
hereby resigns from all other positions, including all Board of Directors
positions, he has with the Company and the Banks and any Affiliates. Effective
January 1, 2005 the Executive shall resign as an employee of the Company and the
Banks.
SECTION 2. PAYMENTS TO EXECUTIVE. In satisfaction of Company's obligations under
the Employment Agreement and the Company's and the Bank's and any Affiliates
obligations under any and all contracts, employee benefit plans, employment
policies, perquisites and programs of the Company and the Banks and any
Affiliates and as consideration for the promises made in this Agreement,
including the waivers and releases provided for in Section 9 of this Agreement,
the Company shall pay Executive the following amounts and provide him with the
following benefits:
(a) The Executive shall be paid One hundred thirty-five
thousand and no/100 dollars ($135,000.00) on or about January 1, 2005;
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(b) The Executive shall be paid One hundred thirty-five
thousand and no/100 dollars ($135,000.00) on or about January 1, 2006;
(c) The Executive shall be entitled to participate in the
Banks' health insurance coverage pursuant to the Consolidated Omnibus
Reconciliation Act of 1985 ("COBRA Continuation Coverage"). In the event of such
election, the Executive shall pay all premiums applicable to such COBRA
Continuation Coverage.
Executive acknowledges and agrees:
(i) All payments to be made to Executive shall
be subject to all withholding requirements
imposed by state and federal law.
(ii) The Executive expressly agrees, understands,
and acknowledges that the payments and
benefits provided the Executive under this
Section 2 constitute an amount in excess of
that to which an employee otherwise
terminating his employment with the Company
or the Banks or the Affiliates would be
entitled to receive. The Executive
acknowledges that the above payments and
benefits are being provided as consideration
for the Executive's entering into this
Agreement, including the release of claims
and waiver of rights provided for in Section
9.
(d) The following are additional items that the Executive
shall receive:
(i) From the date of this agreement the
Executive shall receive a salary as an
advisor at the annual rate of $135,000.00
per year pro-rated through December 31,
2004.
(ii) 401(k) matching contribution into the
Executive's retirement fund from the Company
based on that portion of the year the
Executive worked for the Company.
(iii) Payment for any un-reimbursed employee
expenses due the Executive.
(iv) Cooperation of the Company in the
Executive's obtaining life insurance
coverage, at the Executive's cost, through
the Life Insurance Company which currently
has a policy on the Executive's life through
the Company.
(v) An accounting of all shares of stock the
Executive presently owns in the Company or
any of its affiliates.
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(vi) Any additional items owed to the Executive
at time the Executive ceases employment
including all amounts due under deferred
compensation plans which remain unpaid. Four
percent (4%) accrued interest shall be paid
to Executive from the date any deferred
compensation was approved to the date of its
actual payment.
SECTION 3. CONDUCT. The Executive shall not make any false or disparaging
statements concerning the Company or the Banks or the Affiliates or its
management.
SECTION 4. COOPERATION. The Executive agrees that he shall cooperate and provide
such assistance to the Company and the Banks as the Company may reasonable
request in conjunction with litigation concerning matters arising out of
Executive's employment with the Company. The Executive shall be paid a fee for
his preparation and possible testimony at the same hourly rate as an expert
witness would be paid for this type of testimony. The Executive shall also be
reimbursed for all reasonable out-of-pocket expenses incurred.
SECTION 5. NON SOLICITATIONS & NONDISCLOSURE.
(a) The Executive recognizes and acknowledges that he has
knowledge of current customers of the Company and the Banks and he agrees not to
contact or in any way solicit these customers for a period of time lasting until
December 31, 2006.
(b) Until December 31, 2006 the Executive will not directly or
indirectly, offer employment to or employ any person who is presently an
officer, employee or agent of the Company or the Banks or the Affiliates or one
who becomes an officer, employee or agent of the Company or the Banks or the
Affiliates within six (6) months of the date hereof. Nothing in this Agreement,
however, shall prevent the Executive from providing to a third party an oral or
written recommendation or an evaluation of an officer, employee or agent of the
Company or the Banks or the Affiliates.
(c) The Executive shall have the right to notify customers ,
which the Executive has had dealings as originator and/or account officer, that
he is no longer employed by the Company. This notification shall not be deemed
as a solicitation.
SECTION 6. PAYMENT EQUALIZATION. Notwithstanding anything to the contrary
herein, should the Executive collect or receive unemployment compensation under
any state or federal unemployment compensation law at any time during the period
payments are being made under Section 2(a) of this Agreement, then in such even:
(a) the Executive shall provide prompt written notice to the Company of the
foregoing, and (b) the payments which the Executive is entitled to receive under
Section 2(a) shall be reduced by the amount of unemployment compensation
collected or received by the Executive. The Company shall apply such reductions
ratably against each installment payment due to the Executive under Section 2(a)
to reflect the amount of unemployment compensation collected or received by the
Executive during each applicable installment period.
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SECTION 7. RELEASE OF CLAIMS AND WAIVER OF RIGHTS.
(a) The Company, on its behalf and on behalf of the Banks and
the Affiliates, hereby releases and forever discharges the Executive, and his
heirs, personal representatives and assigns, of and from all liability, claims
and demands arising out of his employment with, and services as director of, the
Company; the Banks and the Affiliates.
(b) The Executive hereby releases and forever discharges the
Company and the Banks and the Affiliates, and all of their respective present
and former officers, directors, shareholders, agents, employees, servants,
representatives, predecessors, successors and assigns from any and all known or
unknown grievances, disputes, actions, causes of action, claims of appointment,
employment, reemployment or reinstatement, claims at law or in equity, or
sounding in contract (including breach of express or implied employment
contract), tort (including breach of fiduciary duty), arising under the common
law, any federal, state or local statute or ordinance, including, but not
limited to, Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C.
Section 2000e et seq.), the Age Discrimination in Employment Act, as amended (29
U.S.C Section 621 et seq.), the Illinois Human Rights Act (775 ILCS 5/1-101 et
seq.), the Americans with Disabilities Act (42 U.S.C. Section 12101 et seq.),
the Equal Pay Act (29 U.S.C. Section 206 et seq.), the Family and Medical Leave
Act (29 U.S.C. Section 2601 et seq.), the Fair Labor Standards Act of 1938 (29
U.S.C. Section 201 et seq.) and any other federal, state or local law dealing
with payment of wages, minimum wage, overtime or equal pay, the Consolidated
Omnibus Budget Reconciliation Act, the Employee Retirement Income Security Act
of 1974, as amended (29 U.S.C Section 1001 et seq.), and any and all actions,
charges, complaints or allegations which have been or could in the future be
filed with the Illinois Department of Human Rights, the Illinois Human Rights
Commission, the United States Equal Employment Opportunity Commission, the
National Labor Relations Board, and any other local, state or federal
administration agency, which arise out of, or are connected with, in any way,
the Employment Agreement, and any and all other contracts, agreements, employee
benefit plans, employment policies, perquisites and programs of the Company or
the Banks or the Affiliates, or any other matters relating to the employment of
the Executive with the Company or the Banks or the Affiliates, including his
separation therefrom.
SECTION 8. REPRESENTATION BY EXECUTIVE. The Executive represents and warrants
that the Executive is legally competent to execute this Agreement and that the
Executive has not relied on any statements or explanations made by the Company
or its attorneys. Moreover, the Executive hereby acknowledges that Executive has
been afforded the opportunity to and has been advised by legal counsel regarding
the terms of this Agreement, including the agreements set forth in Section 4 and
Section 5 of this Agreement and the release of all claims and waiver of rights
set forth in Section 7 of this Agreement. The Executive acknowledges that the
Executive has been offered the opportunity to take twenty-one (21) days to
consider this Agreement. After having been so advised, and without coercion of
any kind, the Executive freely, knowingly, and voluntarily enters into this
Agreement. The Executive further acknowledges that the Executive may revoke this
Agreement within seven (7) days after execution and further understands that
this Agreement shall not become effective or enforceable until seven (7) days
after execution. Any revocation must be in writing and directed to Illini
Corporation, P.O. Box 13257, 0000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000,
Attention: Chairman of the Board. If sent by mail, any
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revocation must be postmarked within the 7-day period and sent by certified mail
return receipt requested.
The Executive further acknowledges that the Company would not have
entered into this Agreement but for the agreement of the Executive to be bound
by the agreements contained in Section 4 and Section 5 of this Agreement and
that the agreements contained in Section 4 and Section 5 of this Agreement are
essential elements of this Agreement and form an integral and immeasurably
significant and important portion of the consideration to be received by the
Company in consideration for the Company having entered into this Agreement with
the Executive.
SECTION 9. NON-WAIVER. Any waiver of a breach of this Agreement by the Executive
or the Company shall not be construed or operate as a waiver of any subsequent
breach by the Executive or the Company, as the case may be, of the same or of
any other provision of this Agreement.
SECTION 10. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the parties and supercedes all prior agreements and shall be final and binding
as to all claims that have been or could have been advanced on behalf of the
Executive or the Company pursuant to any cause of action arising out of or
related in any way to the Executive's employment with the Company or the Banks
or the Affiliates and termination of that employment.
SECTION 11. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Illinois.
SECTION 12. HEIRS, SUCCESSORS AND ASSIGNS. This Agreement and the rights and
obligations hereunder shall be binding on, and shall inure to the benefit of,
the estate, heirs, executors, personal representatives and assigns of the
Executive, and the successors and assigns of the Company.
SECTION 13. INDEMNIFICATION. The Company irrevocably covenants, promises and
agrees to indemnify Executive and to hold him harmless from and against all
losses, claims, expenses, suits, demands, damage or liabilities, joint or
several, of whatever kind or nature which could possibly arise out of
Executive's employment with the Company, the Banks and the Affiliates, including
without limitation in each case shall also pay all of Executive's attorney's
fees, costs and expenses incurred in defending against or enforcing any such
losses, claims, expenses, damages, suits or liabilities.
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IN WITNESS WHEREOF, the undersigned have set their hands this day and
year first above written.
ILLINI CORPORATION EXECUTIVE
By: /s/ Xxxxxx X. Black /s/ Xxxxxxx X. XxXxxx
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Chairman of the Board Xxxxxxx X. XxXxxx
ATTEST: ATTEST:
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxx
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