EXHIBIT 10.6-A
STANDARD FEDERAL BANK FOR SAVINGS
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is
entered into as of July 28, 1994 (the "Effective Date"),
by and among Standard Federal Bank for savings ("SFB"),
Standard Financial, Inc. ("Holding Company") and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ ("Executive").
WHEREAS, SFB is a wholly owned subsidiary of
Holding Company;
WHEREAS, Executive has been elected to and has
agreed to serve in the position of President and Chief
Executive Officer for SFB and Holding Company, positions
of substantial responsibility;
WHEREAS, SFB and Holding Company recognize the
substantial contribution Executive has made to SFB and
Holding Company, and each considers the establishment and
maintenance of sound and vital senior management to be
essential to protecting and enhancing the best interests
thereof and therefore desires to enter into an agreement
governing the terms and conditions of Executive's
employment; and
WHEREAS, the Board of Directors of SFB and of
Holding Company have considered and approved this
Agreement with respect to Executive's employment.
NOW, THEREFORE, in consideration of the
contribution and responsibilities of Executive, and upon
the other terms and conditions hereinafter provided, the
parties hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of SFB or the Holding
Company as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of SFB or Holding
Company adopts a resolution to the effect that a Change
in Control of SFB or Holding Company for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item l(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of SFB or Holding Company
representing 20 percent or more of Holding Company's or
SFB's outstanding securities, except for any securities
of SFB purchased by Holding Company in connection with
the conversion of SFB to stock form, any securities
purchased by SFB's employee stock ownership plan and
trust and any person who becomes a 20 percent beneficial
owner solely as a result of stock repurchases by Holding
Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of SFB or Holding Company or a
similar transaction occurs in which SFB or Holding
Company is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean:
(a) If Executive's employment is automatically
terminated under Section 7.1 of this Agreement, the date
on which the event which triggered that automatic
termination occurred.
(b) If Executive's employment is terminated
for Good Reason under Section 7.3 of this Agreement or by
SFB under Section 7.2(a) of this Agreement, the date
specified in the Notice of Termination.
(c) If Executive's employment is terminated
under Section 7.2(b) of this Agreement, the date
specified in Section 7.2(b).
(d) If Executive's employment is terminated at
the end of the Term of this Agreement, the last day of
such Term.
1.4 "Disability" shall mean Executive's inability
for a period of not less than 90 consecutive days, due to
accident or physical or mental illness, to adequately and
fully perform the duties required by an employee in
Executive's position; provided, however, that Disability
for purposes of this Agreement shall not include any
Disability which results from Executive's engaging in a
criminal enterprise or from Executive's habitual
drunkenness, addiction to narcotics or intentionally
inflicted injury. If at any time during the Term, the
SFB Board makes a determination with respect to
Executive's Disability, that determination shall be
final, conclusive, and binding upon SFB, Executive, and
their successors in interest, so long as such
determination has a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with SFB or Holding Company
immediately prior to a Change in Control of SFB or
Holding Company; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of SFB or Holding Company are changed
in any material respect; the Term of this Agreement is
not restored to three years under Section 2.2 of this
Agreement; Executive is removed from or is not re-elected
to any of such positions, except in connection with the
termination of Executive's employment (1) for Cause, (2)
on account of Disability, (3) as a result of Executive's
death, or (4) by Executive other than for Good Reason;
(b) within two years after a Change in
Control, SFB's or Holding Company's principal executive
offices are relocated to a location at least 30 miles
from its current location; or SFB or Holding Company
requires Executive to be based anywhere other than in the
Chicago, Illinois metropolitan area, except for required
travel on SFB's or Holding Company's business to an
extent substantially consistent with similarly situated
executives' business travel obligations;
(c) within two years after a Change in
Control, SFB or Holding Company reduces in any material
respect the base salary of Executive, SFB or Holding
Company fails to continue in effect any material benefit
or compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change in
Control (or plans providing Executive with substantially
similar benefits) or SFB or Holding Company takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
SFB or Holding Company or deprive Executive of any
material fringe benefits;
(d) SFB or Holding Company fail to obtain the
assumption of all obligations under this Agreement by any
successor as contemplated in Section 8.5 of this
Agreement; or
(e) within two years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 7.4
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from SFB or from Executive, which shall indicate the
specific termination provision in this Agreement relied
upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination
of Executive's employment under the provision so
indicated and shall state the effective date of the
termination.
1.8 The "OTS" shall mean the Office of Thrift
Supervision or any successor thereto.
1.9 The "SFB Board" shall mean the Board of
Directors of SFB.
1.10 "Secret or Confidential Information" shall mean
secret or confidential information of Holding Company or
SFB (including secret or confidential information of
subsidiaries and affiliates), including but not limited
to lists of customers; identity of customers; identity of
prospective customers; contract terms; bidding
information and strategies; pricing methods; computer
software; computer software methods and documentation;
hardware; salary information with respect to employees;
financial product design information; business plans;
methods of operation; the procedures, forms and
techniques used in servicing accounts; and all other
documents or information which are required to be
maintained in confidence for continued business success,
provided that secret or confidential information shall
not include information reasonably available to the
general public.
1.11 Termination for "Cause" by Holding Company or
SFB of Executive's employment under this Agreement shall
have the same meaning as it does in 12 C.F.R. SECTION 563.39,
and shall include termination because of:
(a) the intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing 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 SFB Board his position regarding any dispute
relating to the existence of such Cause.
Section 2 - Employment and Term
2.1 Employment. SFB agrees to employ Executive and
Executive agrees to serve as President and Chief
Executive Officer of SFB. Executive shall also serve,
unless otherwise determined by the Holding Company Board,
without any additional compensation to that provided
hereunder, as President and Chief Executive Officer of
the Holding Company and as an officer and/or director of
one or more of the Holding Company's subsidiaries as the
Holding Company Board shall from time to time designate.
Executive agrees to accept employment on the terms and
conditions set forth in this Agreement.
2.2 Term. Subject to extension in accordance with
this Section 2 and unless sooner terminated as provided
in Section 7, the term of this Agreement (the "Term")
shall be the three-year period beginning on July 28, 1994
(the "Effective Date") and ending on July 27, 1997 or
such earlier time as provided by Section 7.1. On or
before each anniversary of the Effective Date (each an
"Anniversary Date"), the Holding Company Board shall
review Executive's performance under this Agreement to
determine whether Holding Company and SFB desire that the
Term of this Agreement be restored to three years. If
the Holding Company Board recommends and Executive
consents to such restoration, then the then-remaining
Term of this Agreement shall be restored to the three-
year term beginning on such Anniversary Date (subject to
early termination as provided by Section 7.1).
Section 3 - Duties of Executive
3.1 Time Devoted; Duties. Executive shall devote
his entire time, attention and energies to the business
of SFB and Holding Company and he shall render such
administrative and management services to SFB and Holding
Company as are customarily performed by persons situated
in a similar executive capacity, including those services
prescribed from time to time by the SFB and Holding
Company Boards. Executive shall also promote, by
entertainment or otherwise, as and to the extent
permitted by law, the business of SFB and Holding
Company. Executive shall perform his duties under this
Agreement in accordance with such reasonable standards
expected of employees with comparable positions in
comparable organizations and as may be established from
time to time by the SFB and Holding Company Boards.
Executive shall also conduct his personal affairs,
including his personal financial affairs, in a manner
appropriate for his position.
3.2 No Conflicting Activities. During the term of
Executive's employment under this Agreement, Executive
shall not engage in any business or activity contrary to
the business affairs or interests of SFB or Holding
Company. Nothing contained in this Section 3 shall be
deemed to prevent or limit the right of Executive to
invest in the capital stock or other securities of any
business or engage in charitable or civic activities as
long as such conduct or activity does not interfere with
Executive's duties as set forth in Section 3.1 above.
Section 4 - Compensation
4.1 Base Compensation. Executive shall receive for
his services the following Base Compensation:
(a) SFB shall pay Executive an annual salary
of $400,679.00 ("Base Compensation") payable in 26 equal
bi-weekly installments.
(b) Any increase in Executive's Base
Compensation shall be left to the sole discretion of the
SFB Board. The Executive's Base Compensation shall not
be subject to reduction during the Term of this Agreement
except as otherwise provided in this Agreement.
4.2 Bonus Compensation. SFB may pay Executive
Bonus Compensation in an amount determined by the SFB
Board in its sole discretion ("Bonus Compensation").
4.3 Additional Compensation. As further
compensation, SFB and Holding Company shall make
available the benefits provided to Executive under
Holding Company's Management Recognition and Retention
Plan and Trusts expected to be adopted subsequent to the
date hereof and shall make available the stock options
provided to Executive pursuant to Holding Company's 1994
Incentive Stock Option Plan expected to be adopted
subsequent to the date hereof.
4.4 Source of Payments. All payments provided for
in this Agreement shall be timely paid by SFB. However,
Holding Company unconditionally guarantees payment and
provision of all amounts and benefits due hereunder to
Executive and, if such amounts and benefits due from SFB
are not timely paid or provided by SFB, such amounts and
benefits shall be paid or provided by Holding Company.
Section 5 - Employee Benefits
5.1 Business Expenses. During the Term, SFB shall
reimburse Executive for ordinary and necessary business
expenses incurred by Executive in performing his duties
pursuant to this Agreement, including but not limited to
reasonable travel, entertainment and similar expenses
that Executive incurs in promoting the business of
Holding Company or SFB; provided, that SFB shall not
reimburse any such expense which, prior to its being
incurred, SFB directed Executive not to incur. The
reimbursement shall be made upon presentation to SFB by
Executive, from time to time, of an account of such
expenses in such form and in such detail as SFB may
request.
5.2 Fringe Benefits. In addition to benefits
specifically described herein, Executive shall be
entitled to receive from Holding Company or SFB the
fringe benefits generally available to employees and to
full-time senior management employees of Holding Company
or SFB occupying the same or a similar position as
Executive, as such benefits may be changed from time to
time.
5.3 Disability Insurance. Throughout the Term of
this Agreement, SFB shall provide Executive with long
term disability coverage of 60% of Executive's total Base
Compensation from the previous year, which benefit begins
no later than 90 days after the Disability occurs.
Section 6 - Confidentiality and Covenant Not to Compete
6.1 Covenant Not to Compete. In consideration of
the continued employment of Executive pursuant to this
Agreement, Executive covenants and agrees that Executive
shall not during the one-year period immediately
following the termination of his employment under this
Agreement, if (i) Holding Company or SFB terminates the
employment and severance compensation is payable pursuant
to Section 8.4, (ii) Holding Company or SFB terminates
Executive's employment on account of Disability, or (iii)
Executive voluntarily terminates employment by reason of
retirement or otherwise:
(a) without the prior written consent of
Holding Company or SFB, engage or become
interested in any capacity, directly or
indirectly (whether as proprietor,
principal stockholder, director, partner,
employee, trustee, beneficiary, or in any
other capacity) in any business selling,
providing or developing products or
services competitive with products or
services sold or maintained by Holding
Company or SFB within a 5-mile radius of
the Chicago Metropolitan Statistical Area;
or
(b) recruit or solicit for employment any
current or future employee of Holding
Company or SFB or any of its respective
successors or any entities related to it.
6.2 Confidential Information. Executive
acknowledges that all Secret or Confidential Information
is the exclusive property of Holding Company or SFB, as
the case may be. Executive shall not during the period
of his employment or at any time thereafter, disclose to
any person, firm or corporation, or publish or use for
any purpose, any Secret or Confidential Information
except as properly required in the ordinary course of
business of Holding Company or SFB or as directed and
authorized thereby. Upon the termination of his
employment for any reason whatsoever, Executive shall
return and deliver within 7 days any and all papers,
books, records, documents, memoranda and manuals,
including all copies thereof, belonging or relating to
Holding Company or SFB, in Executive's possession,
whether prepared by Executive or others. If at any time
after the termination of Executive's employment,
Executive determines that he has any Secret or
Confidential Information in his possession or control,
Executive shall immediately return all such Secret or
Confidential Information including all copies and
portions thereof.
6.3 Disclosure and Survival of Covenants. If
Executive, in the future, seeks or is offered employment
by any other company, firm, or person, he shall provide a
copy of this Agreement to the prospective employer prior
to accepting employment with that prospective employer.
The provisions of Sections 6.1 and 6.2 shall survive any
termination of this Agreement.
Section 7 - Termination
7.1 Automatic Termination. Employment under this
Agreement shall terminate on the earliest of death of
Executive, the determination by the Board of Holding
Company or SFB of Executive's Disability.
7.2 Involuntary Termination.
(a) Termination by the Board. The SFB Board
may terminate this Agreement at any time by giving Notice
of Termination in accordance with Section 7.4 below.
(b) Termination or Suspension by the OTS.
(i) If Executive is suspended and/or
temporarily prohibited from performing his duties under
this Agreement by a notice served under Section 8(e)(3)
or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) and (g)(1)), obligations under this Agreement
shall be suspended as of the date of service of such
notice unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, Holding Company or
SFB may, in their discretion, (A) pay Executive all or
part of the compensation withheld while obligations under
this Agreement were suspended, and (B) reinstate (in
whole or in part) any of its obligations which were
suspended.
(ii) If Executive is removed and/or
permanently prohibited from participating in the conduct
of affairs of Holding Company or SFB by an order issued
under Section 8(e)(4) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all
obligations under this Agreement shall terminate as of
the effective date of the order, but vested rights of
Executive shall not be affected.
(iii) If SFB is in default (as defined
in Section 3(x)(1) of the Federal Deposit Insurance Act),
all obligations under this Agreement shall terminate as
of the date of default, but vested rights of Executive
shall not be affected.
(iv) All obligations under this Agreement
shall terminate, except to the extent determined that
continuation of the contract is necessary for the
continued operation of SFB (A) by action of the Director
of the OTS (the "Director") or his or her designee, at
the time the Federal Deposit Insurance Corporation or the
Resolution Trust Corporation enters into an agreement to
provide assistance to or on behalf of SFB under the
authority contained in Section 13(c) of the Federal
Deposit Insurance Act; or (B) by the Director or his or
her designee, at the time the Director or his or her
designee approves a supervisory merger to resolve
problems related to operation of SFB or when SFB is
determined by the Director to be in an unsafe or unsound
condition. Any rights of Executive 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 USC SECTION 1828(k)) of the Federal Deposit Insurance Act
as amended, and any regulations promulgated thereunder.
7.3 Voluntary Termination. Executive may terminate
his employment for Good Reason by giving Notice of
Termination in accordance with Section 7.4 below.
7.4 Notice of Termination. Any termination by
Holding Company, SFB or Executive, pursuant to this
Agreement, shall be communicated by written Notice of
Termination to the other parties hereto. Any purported
termination which does not satisfy the requirements of
this Section 7.4 shall not be effective for purposes of
this Agreement.
Section 8 - Compensation Upon Termination
8.1 Compensation Upon Death. If Executive's
employment is terminated because of the death of
Executive, SFB shall pay Executive's executors or
administrators: a) within 30 days of Executive's death,
the unpaid balance of Executive's Base Compensation
through the end of the month in which Executive's death
occurred, at 100% of the rate in effect on the date of
Executive's death; and b) as soon as such Executive's
bonus is calculated, an amount equal to Executive's Bonus
Compensation for the current year (if any is determined
to be payable) prorated based on the number of elapsed
days during such year prior to Executive's death, and SFB
shall have no further obligations under this Agreement.
8.2 Compensation Upon Disability. If Executive's
active work ceases because of Disability (as hereinafter
defined), SFB shall continue, as and when scheduled, to
pay Executive Executive's Base Compensation through the
date he ceased work, plus 90 days additional Base
Compensation, at 100% of the rate in effect on the date
Executive became Disabled (as hereinafter defined), and
thereafter SFB shall have no further obligation for cash
compensation under this Agreement unless and until
Executive returns to work. For purposes of this Section
8.2, the term "Disability" shall have the meaning set
forth in Section 1.4 without regard to the requirement
that such condition continue for 90 consecutive days.
8.3 Compensation Upon Termination for Cause. If
Executive's employment shall be terminated by SFB for
Cause, SFB shall pay Executive his Base Compensation
through the Date of Termination, and SFB shall not have
any further obligations to Executive under this
Agreement.
8.4 Compensation Upon Termination Other Than For
Cause. If Executive's employment is terminated other
than for Cause or Disability, then unless such
termination occurs simultaneous with or within two years
following a Change in Control, Executive shall be
entitled to the compensation Executive would have been
entitled to under this Agreement as and when payable
hereunder for the remainder of the Term.
8.5 Successors of SFB. Holding Company or SFB will
require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company or SFB would
be required if no such succession had taken place.
Failure to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of
this Agreement and shall entitle Executive to terminate
this Agreement for Good Reason under paragraph 7.3 of
this Agreement. As used in this Agreement, "Holding
Company" and "SFB" shall mean Holding Company or SFB as
hereinbefore defined and any successor to its business
and/or assets as aforesaid or which otherwise becomes
bound by all the terms and provisions of this Agreement
by operation of law.
Section 9 - Miscellaneous
9.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to SFB:
Standard Federal Bank for savings
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Holding Company:
Standard Financial, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
All notices to Holding Company or SFB shall be directed
to the attention of the President with a copy to the
Treasurer.
If to Executive:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
______________________________________
______________________________________
9.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
9.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
9.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
9.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of SFB, 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
Executive 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.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
9.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon SFB, its successors
and assigns, and this Agreement shall not be assignable
by Executive.
9.7 Remedies. Executive acknowledges that the
services to be rendered under this Agreement are special,
unique and of extraordinary character. If Executive
breaches any covenants, terms or conditions of this
Agreement to be performed by him, Holding Company and SFB
will suffer irreparable damage and it will be impossible
to estimate or determine damages. Therefore, Holding
Company and SFB shall, upon proof of such breach, be
entitled as a matter of course to an injunction from any
court of competent jurisdiction restraining any further
violation of such covenants by Executive, his employers,
employees, partners, agents or other associates, or any
of them, such right to an injunction to be cumulative and
in addition to any other remedies available, either in
law or in equity. In any proceeding to enforce any
provision of this Agreement, Executive shall not assert
any contention that there is an adequate remedy at law
for the breach or default upon which such proceeding is
based. Nothing in this paragraph shall be construed to
prevent such remedy in the courts, in the case of any
breach of this agreement by Executive, as Holding Company
or SFB may elect or invoke.
9.8 Severability. If any of the provisions of
Section 6.1 of this Agreement are held to be
unenforceable because of the scope, duration or area of
applicability, the court making such determination shall
have the power to modify such scope, duration or area of
applicability or all of them, and such provision shall
then be applicable in such modified form. If any
provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect, the validity and
enforceability of all other applications of that
provision and of all other provisions and applications
hereof shall not in any way be affected or impaired.
9.9 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of SFB.
The failure of SFB or Executive at any time or times to
enforce its rights under the Agreement strictly in
accordance with the same shall not be construed as having
created a custom in any way or manner contrary to the
specific provisions of this Agreement or as having in any
way or manner modified or waived the same. No waiver by
either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any
prior or subsequent time.
9.10 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
9.11 Holding Company Action. Notwithstanding
anything contained herein to the contrary, any action
permitted or required to be taken by SFB may instead, at
Holding Company's option, be taken or withheld by Holding
Company, and furthermore, any such action taken or
withheld by Holding Company shall in each particular case
be deemed to constitute action taken by or withheld by
SFB and shall further be deemed to preempt any
inconsistent action taken or withheld by SFB in such
case.
(signatures on following page]
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FEDERAL BANK FOR SAVINGS
By: ______________________________
Title: ___________________________
STANDARD FINANCIAL, INC.
By:______________________________
Title: __________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
By:_____________________________
Title:__________________________