Exhibit 10.2
AGREEMENT FOR SERVICES
IT IS AGREED, by and between XXXXXX X XXXXXXXXX ("RLH"), and CASTLE
BANCGROUP, INC. ("CBI") as follows:
CBI hereby engages RLH, and RLH hereby accepts such engagement, to perform the
duties of CBI corporate Vice President for Information Services and Operations
and Administration which duties shall be specified from time to time by CBI
senior management upon the following terms and conditions,
TERM
1. The term of this Agreement shall be from October 25, 1997 to December 31,
1999 unless terminated earlier by mutual written consent or terminated with
cause by either party to this Agreement upon thirty (30) days written
notice to the other party.
2. The terms of this Agreement may be modified or extended at any time by
mutual written consent of the parties.
CONSIDERATION
1. CBI shall pay RLH for his services the sum of $233,077 and employer's FICA
contributions in 57 equal or nearly equal bi-weekly installments during the
term of this Agreement. In addition, CBI shall reimburse RLH for business
expenses incurred by him in the performance of his services during the term
of this Agreement.
2. In the event this Agreement is terminated prior to December 31, 1999, the
requirement for payment to RLH of the consideration stated herein shall be
deemed to be fulfilled and CBI shall not be obligated to make any further
payments to RLH other than any bi-weekly payments and reimbursable expenses
which became due to RLH prior to the date of termination and are unpaid at
the date of termination.
3. CBI shall pay RLH $10,000 for relocation expense incurred in moving his
residence from Springfield, Illinois to DeKalb, Illinois or its environs in
two installments: $5,000 shall be paid upon execution of this Agreement and
the balance of $5,000 shall be paid upon relocation.
4. CBI shall award RLH as additional consideration grants of CBI common shares
as follow:
800 shares on December 1, 1997
800 shares on December 1, 1998
800 shares on December 1, 1999
The foregoing grants of CBI common shares are contingent upon written
determination by CBI on the due date of each grant that this Agreement is
in full force and effect and that RLH has performed the services required
of him pursuant to this Agreement in a satisfactory manner.
5. In the event RLH sells the DeKalb residence acquired by him upon his
relocation from Springfield, Illinois due to termination of this Agreement
for any reason CBI will reimburse RLH for any loss in value realized by
RLH.
The term "Loss in value" means the difference between the cost basis for
federal income tax purposes of the DeKalb residence acquired by RLH upon
relocation and a lower price received by RLH upon the sale of such
residence in an arm's length transaction which is closed within twelve (12)
months of the date of termination of this Agreement.
BENEFITS, VACATIONS, PROFIT SHARING
1. It is understood and agreed by CBI and RLH may not devote his full time to
the performance of the services required by this Agreement and that from
time to time RLH may accept other engagements which are not in direct
conflict with his engagement by CBI, may be out of state, and may provide
certain of his services from outside the CBI office.
Notwithstanding the above, it is agreed by CBI and RLH that RLH will not
absent himself from CBI for more than thirty (30) consecutive days in any
year or for more than a total of six (6) weeks in 1998 or more than a total
of eight (8) weeks in 1999.
2. RLH waives any right(s) which may have to participate in the benefit,
profit sharing, and bonus programs of CBI during the term of this
Agreement.
EXECUTED at DeKalb, Illinois this 26 day of September, 1997.
/S/ XXXXXX X. XXXXXXXXX /S/ XXXX X. XXXXXX
----------------------- ------------------------------------
Xxxx X. Xxxxxx
Chairman and Chief Executive Officer
2
AMENDMENT TO AGREEMENT FOR SERVICES
BETWEEN XXXXXX X. XXXXXXXXX AND CASTLE BANCGROUP, INC.
DATED SEPTEMBER 26, 1997
Xxxxxx X. Xxxxxxxxx ("RLH") and Castle BancGroup, Inc. ("CBI"), in consideration
of the premises, hereby agree to amend the written agreement heretofore entered
into by them dated September 26, 1997 for the services of RLH as Vice President
for Information Services and Operations ("Agreement for Services") as follows:
1. The term of the Agreement for Services shall be extended for twelve months
from December 31, 1999 to January 15, 2001.
2. The consideration to be paid RLH for his services during the extended term
shall be $112,500 plus employer's FICA contributions which shall be paid in
equal or nearly equal bi-weekly installments.
3. RLH shall spend a minimum of 8 1/2 months at the CBI corporate office in
DeKalb, Illinois in the performance of his duties during the extended term.
RLH shall be allowed 3 1/2 months for vacation. The required office time is
not required to be in consecutive days.
4. CBI shall purchase the RLH DeKalb residence on or about September 30, 2000
at a purchase price equal to the cost basis of the property less customary
expenses paid by the seller of DeKalb real estate. The purchase price shall
be paid in cash at closing and RLH shall have the right to continue to
occupy the premises until January 15, 2001 or until the property is resold
by CBI, whichever event occurs earlier. RLH shall pay all utility costs and
other charges, if there are any, related to his occupancy of the premises
after purchased by CBI.
5. RLH shall be responsible during the extended term of the Agreement for
Services to recruit from within or from outside the CBI organization a
person who is acceptable to CBI senior management to be his successor as
Vice President for Information Services and Operations. RLH shall be paid
800 shares of CBI common stock during January, 2001 if he successfully
completes the recruitment effort required by this paragraph 5.
6. All of the terms and conditions of the Agreement for Services which are not
amended by this Agreement or are not otherwise in conflict with this
agreement shall remain in full force and effect during the extended term of
the Agreement for Services.
Executed at DeKalb, Illinois this 12th day of March, 1999.
/S/ XXXXXX X. XXXXXXXXX /S/ XXXX X. XXXXXX
----------------------- ------------------------------------
Xxxx X. Xxxxxx
Chairman and Chief Executive Officer
