JACKSONVILLE SAVINGS BANK
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Agreement (the "Agreement") is made effective as
of the 2nd day of September, 2008, by and between Jacksonville Savings Bank
(the "Bank"), an Illinois chartered savings institution, with its principal
administrative office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇"). Any reference to "Company" herein
shall mean Jacksonville Bancorp, Inc. or any successor thereto.
WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇ is currently employed as Senior Vice President of the
Bank pursuant to an employment agreement between the Bank and ▇▇. ▇▇▇▇▇▇▇▇
entered into as of January 13, 2004 (the "Employment Agreement"); and
WHEREAS, the Bank desires to amend and restate the Employment Agreement in
order to make changes to comply with Section 409A of the Internal Revenue Code
of 1986, as amended (the "Code") and the final regulations issued thereunder in
April 2007; and
WHEREAS, the Bank desires to ensure that the Bank is assured of the
continued availability of ▇▇. ▇▇▇▇▇▇▇▇' services as provided in this Agreement;
and
WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇ is willing to serve the Bank on the terms and
conditions hereinafter set forth and has agreed to such changes; and
WHEREAS, the Board of Directors of the Bank and ▇▇. ▇▇▇▇▇▇▇▇ believe it is
in the best interests of the Bank to enter into the Agreement in order to
reinforce and reward ▇▇. ▇▇▇▇▇▇▇▇ for his service and dedication to the
continued success of the Bank and incorporate the changes required by Section
409A of the Code.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and conditions hereinafter set forth, the Bank and ▇▇. ▇▇▇▇▇▇▇▇ hereby agree as
follows:
1. POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, ▇▇. ▇▇▇▇▇▇▇▇ agrees to serve
as Senior Vice President of the Bank. During said period, ▇▇. ▇▇▇▇▇▇▇▇ shall be
considered a senior officer of the Bank and shall attend regular monthly board
meetings of the Bank. Failure to reelect ▇▇. ▇▇▇▇▇▇▇▇ as Senior Vice President
without the consent of ▇▇. ▇▇▇▇▇▇▇▇ during the term of this Agreement shall
constitute a breach of this Agreement.
2. TERMS AND DUTIES
(a) The period of ▇▇. ▇▇▇▇▇▇▇▇'▇ 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, provided that all changes intended
to comply with Section 409A of the Code shall be retroactively effective to
January 1, 2005; and provided further that no retroactive change shall affect
the compensation or benefits previously provided to ▇▇. ▇▇▇▇▇▇▇▇. 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 ▇▇. ▇▇▇▇▇▇▇▇ at least ten (10) days
and not more than thirty (30) days prior to any anniversary date, the term of
the Agreement 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, ▇▇. ▇▇▇▇▇▇▇▇ 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, ▇▇.
▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇'▇ duties pursuant to this
Agreement. Nothing in this Section shall be construed as preventing ▇▇. ▇▇▇▇▇▇▇▇
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 ▇▇. ▇▇▇▇▇▇▇▇ as compensation a salary of not less than $100,750 per
year ("Base Salary"). Such Base Salary shall be payable bi-weekly. During the
period of this Agreement, ▇▇. ▇▇▇▇▇▇▇▇'▇ 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 ▇▇. ▇▇▇▇▇▇▇▇'▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ at no cost to ▇▇. ▇▇▇▇▇▇▇▇ with all such other
benefits as are provided uniformly to permanent full-time employees of the Bank.
(b) In addition to ▇▇. ▇▇▇▇▇▇▇▇'▇ Base Salary, ▇▇. ▇▇▇▇▇▇▇▇ 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. ▇▇. ▇▇▇▇▇▇▇▇ will be eligible for incentive
compensation and bonuses as provided in any plan of the Bank in which ▇▇.
▇▇▇▇▇▇▇▇ is eligible to participate. Nothing paid to ▇▇. ▇▇▇▇▇▇▇▇ under any such
plan or arrangement will be deemed to be in lieu of other compensation to which
▇▇. ▇▇▇▇▇▇▇▇ is entitled under this Agreement.
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(c) ▇▇. ▇▇▇▇▇▇▇▇ shall also be entitled to regular director's fees if ▇▇.
▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇
devotes to the Bank and Company, respectively. All compensation and
reimbursements shall be paid promptly by the Bank and the Company, and in any
event no later than March 15 of the year immediately following the year in which
the compensation was earned or the expense was incurred.
4. PAYMENTS TO ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇'▇ 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 ▇▇. ▇▇▇▇▇▇▇▇'▇ 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) ▇▇. ▇▇▇▇▇▇▇▇'▇
resignation from the Bank's employ, upon any (A) failure to elect or reelect or
to appoint or reappoint ▇▇. ▇▇▇▇▇▇▇▇ as Senior Vice President, (B) material
change in ▇▇. ▇▇▇▇▇▇▇▇'▇ function, duties, or responsibilities, which change
would cause ▇▇. ▇▇▇▇▇▇▇▇'▇ 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 ▇▇. ▇▇▇▇▇▇▇▇, 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, ▇▇. ▇▇▇▇▇▇▇▇ 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 ninety (90) days after the initial event giving
rise to said right to elect; provided, however, that the Bank has thirty (30)
days to remedy any condition under clauses (ii)(A) through (D) above, but the
Bank may waive such cure period and make immediate payment hereunder.
Notwithstanding the preceding sentence, in the event of a continuing breach of
this Agreement by the Bank, ▇▇. ▇▇▇▇▇▇▇▇, 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 ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇, 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
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Agreement or one (1) times ▇▇. ▇▇▇▇▇▇▇▇'▇ Base Salary for the immediately
preceding twelve (12) months, including bonuses and any other cash compensation
paid to ▇▇. ▇▇▇▇▇▇▇▇ during such period, and the amount of any benefits received
pursuant to any employee benefit plans on behalf of ▇▇. ▇▇▇▇▇▇▇▇, maintained by
the Bank during such period. All payments shall be made to ▇▇. ▇▇▇▇▇▇▇▇ in a
single cash lump sum distribution within thirty (30) days following ▇▇.
▇▇▇▇▇▇▇▇' Date of Termination, provided, however, if ▇▇. ▇▇▇▇▇▇▇▇ is a Specified
Employee (within the meaning of Treasury Regulation ss.1.409A-1(i)), then,
solely to the extent required to avoid penalties under Code Section 409A, such
payment shall be delayed until the first day of the seventh full month following
▇▇. ▇▇▇▇▇▇▇▇' Date of Termination.
(c) Upon the occurrence of an Event of Termination, the Bank will cause to
be continued life insurance, and nontaxable medical and dental coverage
substantially identical to the coverage maintained by the Bank for ▇▇. ▇▇▇▇▇▇▇▇
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.
(d) ▇▇. ▇▇▇▇▇▇▇▇' termination of employment in accordance with Section 4(a)
shall be construed to require a "Separation from Service" as defined in Code
Section 409A and the Treasury Regulations promulgated thereunder, such that the
Bank and ▇▇. ▇▇▇▇▇▇▇▇ reasonably anticipate that the level of bona fide services
▇▇. ▇▇▇▇▇▇▇▇ would perform after termination would permanently decrease to a
level that is less than 50% of the average level of bona fide services performed
(whether as an employee or an independent contractor) over the immediately
preceding 36-month period.
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 5.01 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
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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, ▇▇. ▇▇▇▇▇▇▇▇ shall be entitled to the benefits
provided in paragraphs (c), (e), (f) and (g) 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 ▇▇. ▇▇▇▇▇▇▇▇'▇
termination of employment, the Bank shall pay ▇▇. ▇▇▇▇▇▇▇▇, 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 ▇▇. ▇▇▇▇▇▇▇▇'▇ Base Salary for the immediately preceding twelve (12)
months, including bonuses and any other cash compensation paid to ▇▇. ▇▇▇▇▇▇▇▇
during such period, and the amount of any contributions made to any employee
benefit plans, on behalf of ▇▇. ▇▇▇▇▇▇▇▇, maintained by the Bank during such
years. All payments shall be made to ▇▇. ▇▇▇▇▇▇▇▇ in a single cash lump sum
distribution within thirty (30) days following ▇▇. ▇▇▇▇▇▇▇▇' Date of
Termination, provided, however, if ▇▇. ▇▇▇▇▇▇▇▇ is a Specified Employee (within
the meaning of Treasury Regulation ss.1.409A-1(i)), then, solely to the extent
required to avoid penalties under Code Section 409A, such payment shall be
delayed until the first day of the seventh full month following ▇▇. ▇▇▇▇▇▇▇▇'
Date of Termination.
(d) For the purposes of this Section 5, "termination of employment" shall
mean "Separation from Service" as defined in Code Section 409A and the Treasury
Regulations promulgated thereunder, such that the Bank and ▇▇. ▇▇▇▇▇▇▇▇
reasonably anticipate that the level of bona fide services ▇▇. ▇▇▇▇▇▇▇▇ would
perform after termination would permanently decrease to a level that is less
than 50% of the average level of bona fide services performed (whether as an
employee or an independent contractor) over the immediately preceding 36-month
period.
5
(e) Upon the occurrence of a Change in Control followed by ▇▇. ▇▇▇▇▇▇▇▇'▇
termination of employment, the Bank will cause to be continued life insurance
and non-taxable medical and dental coverage substantially identical to the
coverage maintained by the Bank for ▇▇. ▇▇▇▇▇▇▇▇ 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.
(f) Upon the occurrence of a Change in Control, ▇▇. ▇▇▇▇▇▇▇▇ will be
entitled to any benefits granted to his pursuant to any Stock Option Plan of the
Bank or Company.
(g) Upon the occurrence of a Change in Control, ▇▇. ▇▇▇▇▇▇▇▇ will be
entitled to any benefits awarded to him under the Bank's Recognition and
Retention Plan or any restricted stock plan in effect.
(h) Notwithstanding the preceding paragraphs of this Section 5, if the
aggregate payments or benefits to be made or afforded to ▇▇. ▇▇▇▇▇▇▇▇ under said
paragraphs would be deemed to include an "excess parachute payment" under
Section 280G of the Code or any successor thereto, ▇▇. ▇▇▇▇▇▇▇▇' benefits will
be reduced to an amount, the value of which is one dollar ($1.00) less than an
amount equal to three (3) times ▇▇. ▇▇▇▇▇▇▇▇' "base amount", as determined in
accordance with said Section 280G. In the event a reduction is necessary, then
the cash severance payable by the Bank pursuant to Section 5 hereof shall be
reduced by the minimum amount necessary to result in no portion of the payments
and benefits payable by the Bank under Section 5 being non-deductible to the
Bank pursuant to Section 280G of the Code and subject to excise tax imposed
under Section 4999 of the Code.
(i) Notwithstanding the foregoing, there will be no reduction in the
compensation otherwise payable to ▇▇. ▇▇▇▇▇▇▇▇ during any period during which
▇▇. ▇▇▇▇▇▇▇▇ is incapable of performing his duties hereunder by reason of
temporary disability.
(j) Any payments made to ▇▇. ▇▇▇▇▇▇▇▇ pursuant to this Agreement or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
ss. 1828(k) and any applicable regulations promulgated thereunder.
(k) ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇.
▇▇▇▇▇▇▇▇'▇ Base Salary for the immediately preceding year.
6. TERMINATION UPON RETIREMENT OR DISABILITY
(a) Termination by the Bank of ▇▇. ▇▇▇▇▇▇▇▇ based on "Retirement" shall
mean termination in accordance with the Bank's retirement policy or in
accordance with any retirement arrangement established with ▇▇. ▇▇▇▇▇▇▇▇'▇
consent with respect to him. Upon termination of employment upon Retirement, ▇▇.
▇▇▇▇▇▇▇▇ shall be entitled to all benefits under any retirement plan of the Bank
and other plans to which ▇▇. ▇▇▇▇▇▇▇▇ is a party.
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(b) Termination by the Bank of ▇▇. ▇▇▇▇▇▇▇▇'▇ employment based on
"Disability" shall mean termination because of any physical or mental impairment
which qualifies ▇▇. ▇▇▇▇▇▇▇▇ for disability benefits under the applicable
long-term disability plan maintained by the Bank or, if no such plan applies,
which would qualify ▇▇. ▇▇▇▇▇▇▇▇ for disability benefits under the federal
social security system. Upon termination of employment upon Disability, ▇▇.
▇▇▇▇▇▇▇▇ shall be entitled to all disability benefits under any disability plan
of the Bank and other plans to which ▇▇. ▇▇▇▇▇▇▇▇ is a party.
7. TERMINATION FOR CAUSE
The term "Termination for Cause" shall mean termination because of ▇▇.
▇▇▇▇▇▇▇▇'▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ shall be considered "willful" unless done, or
omitted to be done, by ▇▇. ▇▇▇▇▇▇▇▇ not in good faith and without reasonable
belief that ▇▇. ▇▇▇▇▇▇▇▇'▇ action or omission was in the best interest of the
Bank. Notwithstanding the foregoing, ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ and an
opportunity for him, together with counsel, to be heard before the Board),
finding that in the good faith opinion of the Board, ▇▇. ▇▇▇▇▇▇▇▇ was guilty of
conduct justifying Termination for Cause and specifying the particulars thereof
in detail. ▇▇. ▇▇▇▇▇▇▇▇ shall not have the right to receive compensation or
other benefits for any period after Termination for Cause. Any stock options
granted to ▇▇. ▇▇▇▇▇▇▇▇ under any stock option plan of the Bank, the Company or
any subsidiary or affiliate thereof, shall become null and void effective upon
▇▇. ▇▇▇▇▇▇▇▇'▇ receipt of Notice of Termination for Cause pursuant to Section 8
hereof, and shall not be exercisable by ▇▇. ▇▇▇▇▇▇▇▇ at any time subsequent to
such Termination for Cause.
8. NOTICE
(a) Any purported termination by the Bank or by ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇'▇ 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).
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(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 ▇▇. ▇▇▇▇▇▇▇▇, 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
▇▇. ▇▇▇▇▇▇▇▇ his full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, Base Salary) and continue ▇▇.
▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ in the event ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇'▇ favor, ▇▇.
▇▇▇▇▇▇▇▇ shall be entitled to receive all compensation and benefits which
accrued but were unpaid following the Termination for Cause, and such amount
shall be paid promptly by the Bank and in any event no later than March 15 of
the year immediately following the year in which the matter was resolved.
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 ▇▇. ▇▇▇▇▇▇▇▇ under this Agreement shall be
subject to ▇▇. ▇▇▇▇▇▇▇▇'▇ 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) ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇'▇ employment hereunder pursuant to
Section 4(a) hereof, ▇▇. ▇▇▇▇▇▇▇▇ 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. ▇▇. ▇▇▇▇▇▇▇▇ agrees that during such
period and within said cities, towns and counties, ▇▇. ▇▇▇▇▇▇▇▇ 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
8
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 ▇▇. ▇▇▇▇▇▇▇▇'▇ breach of this
Subsection 10(a) agree that in the event of any such breach by ▇▇. ▇▇▇▇▇▇▇▇, 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 ▇▇.
▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇'▇ partners, agents, servants, employers, employees and
all persons acting for or with ▇▇. ▇▇▇▇▇▇▇▇. 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 ▇▇. ▇▇▇▇▇▇▇▇.
(b) ▇▇. ▇▇▇▇▇▇▇▇ 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. ▇▇. ▇▇▇▇▇▇▇▇ 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, ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ of the provisions of this Section 10, the Bank
will be entitled to an injunction restraining ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇.
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 ▇▇. ▇▇▇▇▇▇▇▇
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 ▇▇. ▇▇▇▇▇▇▇▇.
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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, ▇▇.
▇▇▇▇▇▇▇▇ 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
▇▇. ▇▇▇▇▇▇▇▇ 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.
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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 ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ and the Bank or resolved in ▇▇. ▇▇▇▇▇▇▇▇'▇ favor, and
that such reimbursement or payment shall occur no later than two and one-half (2
1/2) months after the dispute is settled or resolved in ▇▇. ▇▇▇▇▇▇▇▇' favor.
21. INDEMNIFICATION
The Bank shall provide ▇▇. ▇▇▇▇▇▇▇▇ (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
▇▇. ▇▇▇▇▇▇▇▇ (and his heirs, executors and administrators) to the fullest extent
permitted under federal law against all expenses and liabilities reasonably
incurred by him in connection with or arising out of any action, suit or
proceeding in which he may be involved by reason of his having been 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 ▇▇. ▇▇▇▇▇▇▇▇ in his capacity as an officer or
director of the Bank, however, such indemnification shall not extend to matters
as to which ▇▇. ▇▇▇▇▇▇▇▇ 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.
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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 ▇▇.
▇▇▇▇▇▇▇▇ has signed this Agreement, effective as of the day and date first above
written.
JACKSONVILLE SAVINGS BANK
September 2, 2008 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Date Chairman of the Board
EXECUTIVE
September 2, 2008 By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Date ▇▇▇▇ ▇▇▇▇▇▇▇▇