Exhibit (10)(d)
COMPENSATION AND BENEFITS
ASSURANCE AGREEMENT FOR
OLD SECOND BANCORP, INC.
(AMENDED 3/1/2000)
Page 19
CONTENTS
PAGE
Section 1. Term of Agreement 1
Section 2. Severance Benefits 2
Section 3. Excise Tax 5
Section 4. Successors and Assignments 6
Section 5. Restrictive Covenants 6
Section 6. Miscellaneous 7
Section 7. Contractual Rights and Legal Remedies 8
Page 20
COMPENSATION AND BENEFITS ASSURANCE AGREEMENT
This COMPENSATION AND BENEFITS ASSURANCE AGREEMENT (this "Agreement")
is made, entered into, and is effective as of this 1ST DAY OF APRIL, 2000 (the
"Effective Date") by and between Old Second Bancorp, Inc. (hereinafter referred
to as the "Company") and ________________________________, (hereinafter referred
to as the "Executive").
WHEREAS, the Executive is presently employed by The Old Second National
Bank of Aurora, Aurora, Illinois (the "Bank"), in a key management capacity; and
WHEREAS, the Executive possesses considerable experience and knowledge
of the business and affairs of the Company concerning its policies, methods,
personnel, and operations; and
WHEREAS, the Company is the holder, directly and indirectly, of all of
the issued and outstanding stock of the Bank; and
WHEREAS, the Company is desirous of assuring the continued employment
of the Executive in a key management capacity, and the Executive is desirous of
having such assurances.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration including, but not limited to, the
Executive's continuing employment with the Company, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
SECTION 1. TERM OF AGREEMENT
This Agreement will commence on the Effective Date and shall continue
in effect for one full calendar year (through March 31, 2001) (the "Initial
Term").
The term of this Agreement automatically shall be extended for
one additional year at the end of the initial Term, and then again after each
successive one-year period thereafter (each such one-year period following the
Initial Term a "Successive Period"). However, either party may terminate this
Agreement at the end of the Initial Term, or at the end of any Successive Period
thereafter, by giving the other party written notice of intent not to renew
delivered at least ninety (90) calendar days prior to the end of such Initial
Term or Successive Period. Except as otherwise provided, if such notice is
properly delivered by either party, this Agreement, along with all corresponding
rights, duties, and covenants, shall automatically expire at the end of the
Initial Term or Successive Period then in progress.
In the event that a "Change in Control" of the Company occurs (as such
term is hereinafter defined) during the Initial Term or any Successive Period,
upon the effective date of such Change in Control, the term of this Agreement
shall automatically and irrevocably be renewed for a period of twenty-four (24)
full calendar months from the effective date of such Change in Control (such
24-month period being hereinafter referred to as the "Extended Period"). This
Agreement shall thereafter automatically terminate following the twenty-four
(24) month Change-in-Control renewal period. Further, this Agreement shall be
assigned to, and shall be assumed by, the purchaser in such Change in Control,
as further provided in Section 4 herein.
SECTION 2. SEVERANCE BENEFITS
2.1. RIGHT TO SEVERANCE BENEFITS. The Executive shall be entitled to
receive from the Company Severance Benefits as described in Paragraph 2.3 and
Section 3 herein, if during the term of this Agreement there has been a Change
in Control of the Company or the Bank (as defined in Paragraph 2.4 herein) and
if, within the Extended Period, the Executive's employment with the Bank shall
end for any reason specified in Paragraph 2.2 herein as being a Qualifying
Termination. The Severance Benefits described in Paragraphs 2.3(a) and 2.3(b)
herein shall be paid in cash to the Executive in a single lump sum as soon as
practicable following the Qualifying Termination, but in no event later than
thirty (30) calendar days from such date. Notwithstanding the foregoing,
Severance Benefits which become due pursuant to the circumstances described in
Paragraphs 2.2(c) and 4.1 shall be paid immediately.
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2.2. QUALIFYING TERMINATION. The occurrence of any one or more of the
following events (i.e., a "Qualifying Termination") within the Extended Period
shall trigger the payment of Severance Benefits to the Executive, as such
benefits are described under Paragraph 2.3 herein:
(a) The Bank's involuntary termination of the Executive's
employment without Cause (as such term is defined in Paragraph
2.6 herein);
(b) The Executive's voluntary termination of employment for
Good Reason (as such term is defined in paragraph 2.5 herein);
and
(c) The Company or the Bank, or any successor company, commits a
material breach of any of the provisions of this Agreement
including, but not limited to the Company failing to obtain the
assumption of, or the successor company refusing to assume the
obligations of this Agreement pursuant to Paragraph 4.1 herein.
A Qualifying Termination shall not include a termination of the
Executive's employment within ____________ (__) calendar months after a Change
in Control by reason of death, disability, the Executive's voluntary termination
without Good Reason, or the Bank's involuntary termination of the Executive's
employment for Cause.
2.3. DESCRIPTION OF SEVERANCE BENEFITS. In the event that the Executive
becomes entitled to receive Severance Benefits, as provided in Paragraphs 2.1
and 2.2 herein, the Company (or the Bank at the direction of the Company) shall,
within the time limits stated in Paragraph 2.1, pay to the Executive and provide
the Executive with the following:
(a) A lump-sum cash amount equal to the Executive's unpaid Base Salary
(as such term is defined in Paragraph 2.7 herein), accrued vacation pay,
unreimbursed business expenses, and all other items earned by and owed to the
Executive through and including the date of the Qualifying Termination. Such
payment shall constitute full satisfaction for these amounts owed to the
Executive.
(b) A lump-sum cash amount equal to ___ (_) multiplied by the
greater of the Executive's annual rate of Base Salary in
effect upon the date of the Qualifying Termination, or the
Executive's annual rate of Base Salary in effect immediately
prior to the occurrence of the Change in Control.
(c) Immediate 100% vesting of all stock options, and any other
awards which had been provided to the Executive by the Bank
under any incentive compensation plan.
(d) At the exact same cost to the Executive, and at the same
coverage level as in effect as of the Executive's date of
Qualifying Termination (subject to changes in coverage levels
applicable to all employees generally), a continuation of the
Executive's (and the Executive's eligible dependents') health
insurance coverage for twenty-four (24) months from the date
of the Qualifying Termination. The applicable COBRA health
insurance benefit continuation period shall begin at the end
of this twenty-four (24) month benefit continuation period.
The providing of health insurance benefits by the Company
shall be discontinued prior to the end of the twenty-four (24)
month continuation period in the event that the Executive
subsequently becomes covered under the health insurance
coverage of a subsequent employer which does not contain any
exclusion or limitation with respect to any preexisting
condition of the Executive or the Executive's eligible
dependents. For purposes of enforcing this offset provision,
the Executive shall have duty to inform the Company as to the
terms and conditions of any subsequent employment and the
corresponding benefits earned from such employment. The
Executive shall provide, or cause to provide, to the Company
in writing correct, complete, and timely information
concerning the same.
(e) The Executive shall be entitled to receive standard
outplacement services from a nationally recognized
outplacement firm of the Executive's selection, for a period
of up to one (1) year from the Executive's date
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of Qualifying Termination. However, such service shall be at
the Company's expense to a maximum amount not to exceed twenty
thousand dollars ($20,000).
2.4. DEFINITION OF "CHANGE IN CONTROL." "Change in Control" of the
Company or the Bank means, and shall be deemed to have occurred upon, the first
to occur of any of the following events:
(a) Any Person or Persons acting in concert (other than those
Persons in control of the Company or the Bank as of the
Effective Date, or other than a trustee or other fiduciary
holding securities under an employee benefit plan of the
Company, or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same
proportions as their ownership of the stock Company) becomes
the Beneficial Owner, directly or indirectly, of securities of
the Company or the Bank representing twenty percent (20%) or
more of the combined voting power of the Company's or the
Bank's then outstanding securities; or
(b) During any period of ___(__) consecutive years (not including
any period prior to the Effective Date), individuals who at
the beginning of such period constitute the Board of Directors
of the Company cease for any reason to constitute a majority
thereof; or
(c) The stockholders of the Company approve: (i) a plan of
complete liquidation of the Company or the Bank; or (ii) an
agreement for the sale or disposition of all or substantially
all of the Company's or the Bank's assets; or (iii) a merger,
consolidation, or reorganization of the Company or the Bank
with or involving any other corporation or bank, other than a
merger, consolidation, or reorganization that would result in
the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) at least seventy five (75%) of the
combined voting power of the voting securities of the Company
(or such surviving entity) outstanding immediately after such
merger, consolidation, or reorganization.
However, in no event shall a "Change in Control" be deemed to have occurred,
with respect to the Executive, if the Executive is part of a purchasing group
which consummates the Change-in-Control transaction. The Executive shall be
deemed "part of a purchasing group" for purposes of the preceding sentence if
the Executive is an equity participant in the purchasing company or group
(except for: (i) passive ownership of less than one percent (1%) of the stock of
the purchasing company; or (ii) ownership of equity participation in the
purchasing company or group which is otherwise not significant, as determined
prior to the Change in Control by a majority of the nonemployee continuing
Directors).
2.5. DEFINITION OF "GOOD REASON." "Good Reason" shall mean,
without the Executive's express written consent, the occurrence by any one or
more of the following within the Extended Period:
(a) The assignment of the Executive to duties inconsistent with
the Executive's position, duties, responsibilities, and status
as an officer of the Bank, or a reduction or alteration in the
nature or status of the Executive's authorities, duties, or
responsibilities from those in effect as of ninety (90)
calendar days prior to the Change in Control, other than an
insubstantial and inadvertent act that is remedied by the
Company promptly after receipt of notice thereof given by the
Executive.
(b) The Bank's requiring the Executive to be based at a location
in excess of twenty-five (25) miles from the location of the
Executive's principal job location or office immediately prior
to the Change in Control; except for required travel on the
Bank's business to an extent consistent with the Executive's
then present business travel obligations.
(c) A reduction by the Bank of the Executive's Base Salary in
effect on the Effective Date, or as the same shall be
increased from time to time.
(d) The failure of the Bank to keep in effect any of the Bank's
compensation, health and welfare benefits, or perquisite
programs under which the Executive receives value, as such
programs exist immediately prior to the Change in Control, or
the failure of the Bank to meet the funding requirements, if
any, of each of the programs. However, the replacement of an
existing program with a new program will be permissible (and
not grounds for a Good Reason termination) if done for all
employees generally.
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(e) Any breach by the Company of its obligation under Section 4 of
this Agreement or any failure of a successor company to assume
and agree to perform the Company's entire obligations under
this Agreement, as required by Section 4 herein.
The Executive's right to terminate employment for Good Reason shall not
be affected by the Executive's incapacity due to physical or mental illness. The
Executive's continued employment shall not constitute consent to, or a waiver of
rights with respect to, any circumstance constituting Good Reason herein.
2.6 DEFINITION OF "CAUSE." "Cause" shall mean the occurrence of
any one or more of the following:
(a) A demonstrably willful and deliberate act or failure to act by
the Executive (other than as a result of incapacity due to
physical or mental illness) which is committed in bad faith,
without reasonable belief that such action or inaction is in
the best interests of the Company, which causes actual
material financial injury to the Bank and which act or
inaction is not remedied within fifteen (15) business days of
written notice from the Bank; or
(b) The Executive's conviction for committing an act of fraud,
embezzlement, theft, or any other act constituting a felony
involving moral turpitude which causes material harm,
financial or otherwise, to the Bank.
2.7 OTHER DEFINED TERMS. The following terms shall have the
meanings set forth below:
(a) "Base Salary" means, at any time, the then-regular annual rate
of pay which the Executive is receiving as salary, excluding
amounts: (i) designated by the Company as payment toward
reimbursement of expenses; of (ii) received under incentive or
other bonus plans, regardless of whether or not the amounts
are deferred.
(b) "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act (as such term is defined below).
(c) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.
(d) "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
and 14(d) thereof, including a "group" as defined in Section
13(d) thereof.
SECTION 3. EXCISE TAX
3.1. EXCISE TAX PAYMENT. If any portion of the Severance Benefits or
any other payment under this Agreement, or under any other agreement with, or
plan of the Company or Bank, including but not limited to stock options and
other long-term incentives (in the aggregate "Total Payments") would constitute
an "excess parachute payment," such that a golden parachute excise tax is due,
the Company (or the Bank at the Company's direction) shall provide to the
Executive, in cash, an additional payment in an amount to cover the full cost of
any excise tax and the Executive's state and federal income and employment taxes
on this additional payment (cumulatively, the "Gross-Up Payment"). This Gross-Up
Payment shall be made a soon as possible following the date of the Executive's
Qualifying Termination, but in no event later than thirty (30) calendar days of
such date.
For purposes of this Agreement, the term "excess parachute payment"
shall have the meaning assigned to such term in Section 280G of the Internal
Revenue Code, as amended (the "Code"), and the term "excise tax" shall mean the
tax imposed on such excess parachute payment pursuant to Sections 280G and 4999
of the Code.
3.2. SUBSEQUENT RECALCULATION. In the event the Internal Revenue
Service subsequently adjusts the excise tax computation herein described, the
Company (or the Bank at the Company's direction) shall reimburse the Executive
for the full amount necessary to make the Executive whole on an after-tax basis
(less any amounts received by the Executive that the Executive would not have
received had the computations initially been computed as subsequently adjusted),
including the
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value of any underpaid excise tax, and any related interest and/or penalties due
to the Internal Revenue Service.
SECTION 4. SUCCESSORS AND ASSIGNMENTS
4.1. SUCCESSORS. The Company will require any successor (whether via a
Change in Control, direct or indirect, by purchase, merger, consolidation, or
otherwise) of the Company or the Bank to expressly assume and agree to perform
the obligations under this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place.
Failure of the Company to obtain such assumption and agreement prior to
the effectiveness of any such succession shall, as of the date immediately
preceding the date of a Change in Control, automatically give the Executive Good
Reason to collect, immediately, full benefits hereunder as a Qualifying
Termination.
4.2. ASSIGNMENT BY EXECUTIVE. This Agreement shall inure to the benefit
of and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If an Executive should die while any amount is still payable to the
Executive hereunder, had the Executive continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Executive's devisee, legatee, or other designee, or if
there is no such designee, to the Executive's estate.
An Executive's rights hereunder shall not otherwise be assignable.
SECTION 5. RESTRICTIVE COVENANTS
5.1. COVENANTS. Without the prior written consent of the Company, and
where the Executive is entitled to receive the Severance Benefits pursuant to
the terms of this Agreement, during the 24-month period next following the
Executive's termination of employment with the Bank, the Executive shall not,
directly or indirectly:
(a) DISCLOSURE OF INFORMATION. Use, attempt to use, disclose, or
otherwise make known to any person or entity (other than the
Board of Directors of the Company or the Bank):
(i) Any confidential or proprietary knowledge or
information, including without limitation, lists of
customers, processes, and systems, as well as any
data and records pertaining thereto, which the
Executive may acquire in the course of his
employment.
(ii) Any confidential or proprietary knowledge or
information of a confidential nature (including but
not limited to all unpublished matters) relating to,
within limitation, the business, properties,
accounting, books and records, computer systems and
programs, or memoranda of the Company or the Bank.
5.2 ACKNOWLEDGMENT OF COVENANTS. The parties hereto acknowledge that
the Executive's services are of a special, extraordinary, and intellectual
character which gives him unique value, and that the business of the Company and
its subsidiaries is highly competitive, and that violation of any of the
covenants provided in this Section 5 would cause immediate, immeasurable, and
irreparable harm, loss and damage to the Company not adequately compensable by a
monetary award. The Executive acknowledges that the time and scope of activity
restrained by the provisions of this Section 5 are reasonable and do not impose
a greater restraint than is necessary to protect the goodwill of the Company's
business. The Executive further acknowledges that he and the Company have
negotiated and bargained for the terms of this Agreement and that the Executive
has received adequate consideration for entering into the Agreement. In the
event of any such breach or threatened breach by the Executive of any one or
more of such covenants, the Company shall be entitled to such equitable and
injunctive relief as may be available to restrain the Executive from violating
the provisions hereof. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available at law or in equity for such
breach or threatened breach, including the recovery of damages and the immediate
termination of the employment of the Executive hereunder.
SECTION 6. MISCELLANEOUS
6.1. (a) ADMINISTRATION. This Agreement shall be administered by the
Board of Directors of the Company, or
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by a Committee of the Board consisting of Board members designated by the Board
(the "Compensation Committee"). The Compensation Committee (with the approval of
the Board, if the Board is not the Compensation Committee) is authorized to
interpret this Agreement, to prescribe and rescind rules and regulations, and to
make all other determinations necessary or advisable for the administration of
this Agreement. In fulfilling its administrative duties hereunder, the
Compensation Committee may rely on outside counsel, independent accountants, or
other consultants to render advice or assistance.
(b) CLAIMS PROCEDURE. If the Executive believes that he is
being denied a benefit to which he is entitled under the Agreement, he may file
a written request for such benefit with the Company, setting forth his claim.
Upon receipt of the claim, the Company shall advise the Executive that a reply
will be forthcoming within 15 days and shall, in fact, deliver such reply with
such period. The Company may, however, extend the reply period for an additional
15 days for reasonable cause. If the claim is denied in whole or in part, the
Company shall adopt a written opinion, using language calculated to be
understood by the Executive, setting forth:
(i) The specific reason or reasons for such denied;
(ii) The specific reference to pertinent provisions of
this Agreement on which such denial is based;
(iii) A description of any additional material or
information necessary for the Executive to perfect
his claim and an explanation why such material or
such information is necessary;
(iv) Appropriate information as to the steps to be
taken if the Executive wishes to submit the claim
for review; and
(v) The time limits for requesting the review under
(c) below.
(c) REQUEST FOR CLAIM DECISION REVIEW. Within 30 days after
receipt by the Executive of the written opinion described above, the Executive
may request in writing that the President of the Company review the description
of the Company. Such request must be addressed to the President of the Company,
at its then principal place of business. The Executive of his duly authorized
representative may, but need not, review the pertinent documents and submit
issues and comments in writing for consideration by the Company. If the
Executive does not request a review of the Company's determination by the
President of the Company within such 30-day period, he shall be barred and
estopped from challenging the Company's determination. Within 30 days after the
President's receipt of a request for review, he will review the Company's
determination. After considering all materials presented by the Executive, the
President will render a written opinion, written in a manner calculated to be
understood by the Executive, setting forth specific reasons for the decision and
containing specific references to the pertinent provisions of this Agreement on
which the decision is based.
6.2. NOTICES. Any notice required to be delivered to the Company, the
Compensation Committee or the President of the Company by the Executive
hereunder shall be properly delivered to the Company when personally delivered
to (including by a reputable overnight courier), or actually received through
the U.S. mail, postage prepaid, by:
Old Second Bancorp, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Any notice required to be delivered to the Executive by the Company,
the Compensation Committee or the President of the Company hereunder shall be
properly delivered to the Executive when personally delivered to (including by a
reputable overnight courier), or actually received through he U.S. mail, postage
prepaid, by the Executive at his last known address as reflected on the books
and records of the Company.
SECTION 7. CONTRACTUAL RIGHTS AND LEGAL REMEDIES
7.1. CONTRACTUAL RIGHTS TO BENEFITS. This Agreement establishes in the
Executive a right to the benefits to which the Executive is entitled hereunder.
However, except as expressly stated herein, nothing herein contained shall
require or be
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deemed to require, or prohibit or be deemed to prohibit, the Company to
segregate, earmark, or otherwise set aside any funds or other assets, in trust
or otherwise, to provide for any payments to be made or required hereunder.
7.2. LEGAL FEES AND EXPENSES. The Company shall pay all legal fees,
costs of litigation, prejudgment interest, and other expenses which are incurred
in good faith by the Executive as a result of the Company's refusal to provide
the Severance Benefits to which the Executive becomes entitled under this
Agreement. In addition, if the Executive shall resort to either litigation or
arbitration in order to secure the payment by the Company of the Severance
Benefits, and the Executive is successful in such litigation or arbitration,
then the Company shall also pay to the Executive an additional amount equal to
25% of the Severance Benefits. Whether or not the Executive has been successful
in such litigation or arbitration shall also be determined in the same
proceeding.
7.3. ARBITRATION. The Executive shall have the right and option to
elect (in lieu of litigation) to have any dispute or controversy arising under
or in connection with this Agreement settled by arbitration, conducted before a
panel of three (3) arbitrators sitting in a location selected by the Executive
within fifty (50) miles from the location of his or her job with the Company, in
accordance with the rules of the American Arbitration Association then in
effect. The Executive's election to arbitrate, as herein provided, and the
decision of the arbitrators in that proceeding, shall be binding on the Company
and Executive.
Judgment may be entered on the award of the arbitrator in any court
having jurisdiction. All expenses of such arbitration, including the fees and
expenses of the counsel for the Executive, shall be borne by the Company.
7.4. UNFUNDED AGREEMENT. This Agreement is intended to be an unfunded
general asset promise for a select, highly compensated member of the Company's
management and, therefore, is intended to be exempt from the substantive
provisions of the Employee Retirement Income Security Act of 1974 as amended.
7.5. EXCLUSIVITY OF BENEFITS. Unless specifically provided herein,
neither the provisions of this Agreement nor the benefits provided hereunder
shall reduce any amounts otherwise payable, or in any way diminish the
Executive's rights as an employee of the Company, whether existing now or
hereafter, under any compensation and/or benefit plans (qualified or
nonqualified), programs, policies, or practices provided by the Company, for
which the Executive may qualify.
Vested benefits or other amounts which the Executive is otherwise
entitled to receive under any plan, policy, practice, or program of the Company,
at or subsequent to the Executive's date of Qualifying Termination, shall be
payable in accordance with such plan, policy, practice, or program except as
expressly modified by this Agreement.
7.6. INCLUDABLE COMPENSATION. Severance Benefits provided hereunder
shall not be considered "includable compensation" for purposes of determining
the Executive's benefits under any other plan or program of the Company.
7.7. EMPLOYMENT STATUS. Nothing herein contained shall be deemed to
create an employment agreement between the Company and the Executive providing
for the employment of the Executive by the Company for any fixed period of time.
The Executive's employment with the company is terminable at will by the Company
or the Executive and each shall have the right to terminate the Executive's
employment with the Company at any time, with or without Cause, subject to the
Company's obligation to provide Severance Benefits as required hereunder.
In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement, nor shall the
amount of any payment hereunder be reduced by any compensation earned by the
Executive as a result of employment by another employer, other than as provided
in Paragraph 2.3(d) herein.
7.8. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
all prior discussion, negotiations, and agreements concerning the subject matter
hereof, including, but not limited to, any prior severance agreement made
between the Executive and the Company.
7.9. TAX WITHHOLDING. The Company shall withhold from any amounts
payable under this Agreement all federal, state, city, or other taxes as legally
required to be withheld.
Page 27
7.10. WAIVER OF RIGHTS. Except as otherwise provided herein, the
Executive's acceptance of Severance Benefits, the Gross-Up Payment (if
applicable), and any other payments required hereunder shall be deemed to be a
waiver of all rights and claims of the Executive against the company pertaining
to any matters arising under this Agreement.
7.11. SEVERABILITY. In the event any provision of the Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included.
7.12. APPLICABLE LAW. To the extent not preempted by the laws of the
United States, the laws of the State of Illinois shall be the controlling law in
all matters relating to the Agreement.
IN WITNESS WHEREOF, the Company has executed this Agreement, to be
effective as of the day and year first written above.
ATTEST: OLD SECOND BANCORP, INC.
By: By:
--------------------------- ---------------------------------
Title:
-------------------------------
-------------------------------------
Name
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SCHEDULE A TO EXHIBIT (10)(d)
Length of Agreement if
Executive's Name Change of Control Occurs
---------------- ------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 3 Years
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III 2 Years
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2 Years
Page 29
Exhibit 22
LIST OF SUBSIDIARIES
SUBSIDIARIES OF THE COMPANY
The Old Second National Bank of Aurora
Yorkville National Bank
▇▇▇▇ County Bank and Trust Company
Bank of Sugar Grove
Burlington Bank
Maple Park Mortgage