EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Agreement is made effective as of ____________, 2001 by and between
Chesterfield Federal Savings and Loan Association of Chicago (the
"Association"), a federally-chartered stock savings and loan association, with
its principal administrative office at 00000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000-0000 and _________________ (the "Executive"). Any reference to
"Company" herein shall mean Chesterfield Financial Corp., the stock holding
company parent of the Association or any successor thereto.
WHEREAS, the Association wishes to assure itself of the continued services
of Executive for the period provided in this Agreement; and
WHEREAS, Executive is willing to continue to serve in the employ of the
Association on a full-time basis for said period.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:
1. POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, Executive agrees to serve as
________________ of the Association. During said period, Executive also agrees
to serve, if elected, as an officer of any subsidiary or affiliate of the
Association. Failure to reelect Executive as _______________ without the
consent of the Executive during the term of this Agreement (except for any
termination for Cause, as defined herein) shall constitute a breach of this
Agreement.
2. TERMS AND DUTIES
(a) The period of Executive's employment under this Agreement shall begin
as of the date first above written and shall continue for a period of thirty-six
(36) full calendar months thereafter. 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 three (3) years; provided, however, if written notice of nonrenewal is
provided to Executive at least ten (10) days and not more than thirty (30) days
prior to any anniversary date, the employment of Executive hereunder shall cease
at the end of thirty-six (36) months following such anniversary date. Prior to
each notice period for non-renewal, the disinterested members of the Board of
Directors of the Association ("Board") will conduct a performance evaluation and
review of the Executive for purposes of determining whether to extend the
Agreement, and the results thereof shall be included in the minutes of the
Board's meeting and communicated to Executive.
(b) During the period of his employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, Executive 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 Association; provided, however, that, with the
approval of the Board, as
evidenced by a resolution of such Board, from time to time, Executive may serve,
or continue to serve, on the boards of directors of, and hold any other offices
or positions in, business companies or business organizations, which, in such
Board's judgment, will not present any conflict of interest with the
Association, or materially affect the performance of Executive's duties pursuant
to this Agreement (for purposes of this Section 2(b), Board approval shall be
deemed provided as to service with any such business companies or organizations
that Executive was serving as of the date of this Agreement). See Attached
Exhibit.
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
Association shall pay Executive as compensation a salary of not less than
$_____________ per year ("Base Salary"). Such Base Salary shall be payable
biweekly. During the period of this Agreement, Executive's 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, but not decrease (except a
decrease that is generally applicable to all employees), Executive's Base Salary
(any increase in Base Salary shall become the "Base Salary" for purposes of this
Agreement). In addition to the Base Salary provided in this Section 3(a), the
Association shall provide Executive at no cost to Executive with all such other
benefits as are provided uniformly to permanent full-time employees of the
Association. Base Salary shall include any amounts of compensation deferred by
Executive under qualified and nonqualified plans maintained by the Association.
(b) The Association will provide Executive with employee benefit plans,
arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, and the Association will not,
without Executive's prior written consent, make any changes in such plans,
arrangements or perquisites which would adversely affect Executive's rights or
benefits thereunder, except as to any changes that are applicable to all
employees or as reasonably or customarily available. Without limiting the
generality of the foregoing provisions of this Subsection (b), Executive 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
Association 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. Executive will be entitled to
incentive compensation and bonuses as provided in any plan of the Association in
which Executive is eligible to participate (and he shall be entitled to a pro
rata distribution under any incentive compensation or bonus plan as to any year
in which a termination of employment occurs, other than termination for Cause).
Nothing paid to the Executive under any such plan or arrangement will be deemed
to be in lieu of other compensation to which the Executive is entitled under
this Agreement.
(c) In addition to the benefits provided under paragraph (b) of this
Section, the Executive and his spouse shall be entitled to continuing health
care coverage upon the Executive's retirement or other termination of employment
with the Association, other than termination for Cause, which
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coverage shall be fully paid by the Association and shall be substantially
similar to the coverage provided for Executive and his spouse prior to
Executive's termination of employment. Such retiree health care coverage shall
survive the termination of, or expiration of, this Agreement. The retiree health
care coverage for each of the Executive and his spouse shall cease upon each
such person's eligibility for Medicare coverage or death. Upon each of the
Executive's and the Executive's spouse's eligibility for Medicare coverage, the
Association shall provide health care coverage to such person which shall
supplement his or her Medicare coverage for his or her lifetime.
(d) In addition to the Base Salary provided for by paragraph (a) of this
Section 3, the Association shall pay or reimburse Executive for all reasonable
travel and other reasonable expenses incurred by Executive performing his
obligations under this Agreement and may provide such additional compensation in
such form and such amounts as the Board may from time to time determine.
4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.
(a) Upon the occurrence of an Event of Termination (as herein defined)
during the Executive's term of employment under this Agreement, the provisions
of this Section shall apply. 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 Association or the Company of Executive's full-time
employment hereunder for any reason other than termination for Cause, as defined
in Section 7 hereof, or upon Retirement as defined in Section 6 hereof, or for
disability as set forth in Section 5 hereof; and (ii) Executive's resignation
from the Association's employ, upon any (A) failure to elect or reelect or to
appoint or reappoint Executive to the position set forth in Section 1 above, (B)
a material change in Executive's function, duties, or responsibilities, which
change would cause Executive's position to become one of lesser responsibility,
importance, or scope from the position and attributes thereof described in
Section 1 above, to which Executive has not agreed in writing (and any such
material change shall be deemed a continuing breach of this Agreement), (C) a
relocation of Executive's principal place of employment to a location outside
the Chicago metropolitan area, or a material reduction in the benefits and
perquisites, including Base Salary, to the Executive from those being provided
as of the effective date of this Agreement (except for any reduction that is
part of an employee-wide reduction in pay or benefits), (D) a liquidation or
dissolution of the Association or the Company, or (E) material breach of this
Agreement by the Association. Upon the occurrence of any event described in
clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to
elect to terminate his employment under this Agreement by resignation upon not
less than thirty (30) days prior written notice given within a reasonable period
of time (not to exceed, except in case of a continuing breach, four calendar
months) after the event giving rise to said right to elect, which termination by
Executive shall be an Event of Termination. No payments or benefits shall be due
to Executive under this Agreement upon the termination of Executive's employment
except as provided in Sections 3, 4 or 5 hereof.
(b) Upon the occurrence of an Event of Termination, the Association shall
pay Executive, 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 cash amount equal to the greater of the payments due for the
remaining term of the Agreement, or three (3) times the sum of: (i) the highest
annual rate of Base Salary paid to Executive at any time under this Agreement,
and (ii) the greater
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of (x) the average annual cash bonus paid to Executive with respect to the three
completed fiscal years prior to the Event of Termination, or (y) the cash bonus
paid to Executive with respect to the fiscal year ended prior to the Event of
Termination; provided however, that if the Association is not in compliance with
its minimum capital requirements or if such payments would cause the
Association's capital to be reduced below its minimum capital requirements, such
payments shall be deferred until such time as the Association is in capital
compliance. At the election of the Executive, which election may be made
annually by January 31 of each year and is irrevocable for the year in which
made (and once payments commence), such payments shall be made in a lump sum or
paid quarterly during the remaining term of the agreement following the
Executive's termination. In the event that no election is made, payment to the
Executive will be made on a quarterly basis during the remaining term of the
Agreement. Such payments shall not be reduced in the event the Executive obtains
other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Association will
cause to be continued life, medical and dental coverage substantially
comparable, as reasonably or customarily available, to the coverage maintained
by the Association for Executive prior to his termination, except to the extent
such coverage may be changed in its application to all Association employees or
is not available on an individual basis to a terminated employee. Such medical
coverage shall continue as provided in Section 3(c) hereof and such other
coverage shall cease thirty-six (36) months following the Event of Termination.
(d) Notwithstanding anything to the contrary in this Agreement, in the
event that:
(i) the aggregate payments or benefits to be made or afforded to
Executive (the "Termination Benefits") would be deemed to include
an "excess parachute payment" under Section 280G of the Code or
any successor thereto, and
(ii) if such Termination Benefits were reduced to an amount (the "Non-
Triggering Amount"), the value of which is one dollar ($1.00)
less than an amount equal to the total amount of payments
permissible under Section 280G of the Code or any successor
thereto,
then the Termination Benefits to be paid to Executive shall be so reduced so as
to be a Non-Triggering Amount. The allocation of the reduction required hereby
among Termination Benefits provided by the preceding paragraphs of this Section
4 shall be determined by the Executive.
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5. TERMINATION FOR DISABILITY.
(a) If, as a result of Executive's incapacity due to physical or mental
illness, he shall have been absent from his duties with the Holding Company on a
full-time basis for six (6) consecutive months, and within thirty (30) days
after written notice of potential termination is given he shall not have
returned to the full-time performance of his duties, the Association may
terminate Executive's employment for "Disability.
(b) The Association will pay Executive, as disability pay, a bi-weekly
payment equal to the 3/4 of the Executive's bi-weekly rate of Base Salary on the
effective date of such termination. These disability payments shall commence on
the effective date of Executive's termination and will end on the earlier (i)
the date Executive returns to the full-time employment of the Association in the
same capacity as he was employed prior to his termination for Disability and
pursuant to an employment agreement between Executive and the Association; (ii)
Executive's full-time employment by another employer; (iii) Executive attaining
the age of 65; or (iv) Executive's death. The disability pay shall be reduced by
the amount, if any, paid to the Executive under any plan of the Association or
the Company providing disability benefits to the Executive.
(c) The Association will cause to be continued life, medical, and dental
coverage substantially comparable, as reasonable or customarily available, to
the coverage maintained by the Association for Executive prior to his
termination for Disability, except to the extent such coverage may be changed in
its application to all Association employees, provided, however, that this
Section 5(c) shall not be construed to permit the termination or reduction in
the health care coverage provided to Executive and his spouse under Section 3(c)
hereof. This coverage shall cease upon the earlier of (i) the date Executive
returns to the full-time employment of the Association in the same capacity as
he was employed prior to his termination for Disability and pursuant to an
employment agreement between Executive and the Association; (ii) Executive's
full-time employment by another employer; (iii) Executive attaining the age of
65; or (iv) Executive's death.
(d) Notwithstanding the foregoing, there will be no reduction in the
compensation otherwise payable to Executive during any period during which
Executive is incapable of performing his duties hereunder by reason of temporary
disability.
6 TERMINATION UPON RETIREMENT.
Termination by the Association of the Executive based on "Retirement" shall
mean termination of executive at age 65 or in accordance with any retirement
policy established with Executive's consent with respect to him. Upon
termination of Executive upon Retirement, no amounts or benefits other than the
health care coverage provided for in Section 3(c) hereof, shall be due Executive
under this Agreement and the Executive shall be entitled to all benefits under
any retirement plan of the Association and other plans to which Executive is a
party.
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7. TERMINATION FOR CAUSE.
The term "Termination for Cause" shall mean termination because of the
Executive's 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 institution and commercial banking industry. For purposes of this
paragraph, no act or failure to act on the part of Executive shall be considered
"willful" unless done, or omitted to be done, by the Executive not in good faith
and without reasonable belief that the Executive's action or omission was in the
best inter est of the Association. Notwithstanding the foregoing, Executive
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 a majority of the members of the Board at a
meeting of the Board called and held for that purpose (after reasonable notice
to Executive and an opportunity for him, together with counsel, to be heard
before the Board), finding that in the good faith opinion of the Board,
Executive was guilty of conduct justifying Termination for Cause and specifying
the particulars thereof in detail. The Executive shall not have the right to
receive compensation or other benefits for any period after Termination for
Cause. Any non-vested stock options granted to Executive under any stock option
plan of the Association, the Company or any subsidiary or affiliate thereof,
shall become null and void effective upon Executive's receipt of Notice of
Termination for Cause pursuant to Section 8 hereof, and shall not be exercisable
by Executive at any time subsequent to such Termination for Cause (unless it is
determined in arbitration that grounds for termination of Executive for Cause
did not exist, in which event all terms of the options as of the date of
termination shall apply, and any time periods for exercising such options shall
commence from the date of resolution in arbitration).
8. NOTICE.
(a) Any purported termination by the Association for Cause shall be
communicated by Notice of Termination to the Executive. 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 Executive's employment under the provision so
indicated. If, within thirty (30) days after any Notice of Termination for
Cause is given, the Executive notifies the Association or the Company that a
dispute exists concerning the termination, the parties shall promptly proceed to
arbitration. Notwithstanding the pendency of any such dispute, the Association
and the Company may discontinue to pay Executive compensation until the dispute
is finally resolved in accordance with this Agreement. If it is determined that
Executive is entitled to compensation and benefits under Section 4 of this
Agreement, the payment of such compensation and benefits by the Association and
Company shall commence immediately following the date of resolution by
arbitration, with interest due Executive on the cash amount that would have been
paid pending arbitration (at the prime rate as published in the Wall Street
Journal from time to time).
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(b) Any other purported termination by the Association or by Executive
shall be communicated by a Notice of Termination to the other party. 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 detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so indicated.
"Date of Termination" shall mean the date of the Notice of Termination. 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, the parties shall promptly proceed to
arbitration as provided in Section 18 of this Agreement. Notwithstanding the
pendency of any such dispute, the Association shall continue to pay the
Executive his Base Salary, and other compensation and benefits in effect when
the notice giving rise to the dispute was given (except as to termination of
Executive for Cause). In the event of the voluntary termination by the
Executive of his employment, which is disputed by the Association, and if it is
determined in arbitration that Executive is not entitled to termination benefits
pursuant to this Agreement, he shall return all cash payments made to him
pending resolution by arbitration, with interest thereon at the prime rate as
published in the Wall Street Journal from time to time if it is determined in
arbitration that Executive's voluntary termination of employment was not taken
in good faith and not in the reasonable belief that grounds existed for his
voluntary termination.
9. POST-TERMINATION OBLIGATIONS.
(a) All payments and benefits to Executive under this Agreement shall be
subject to Executive's 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) Executive shall, upon reasonable notice, furnish such information and
assistance to the Association as may reasonably be required by the Association
in connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party.
(c) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Association and
affiliates thereof, as it may exist from time to time, is a valuable, special
and unique asset of the business of the Association. Executive will not, during
or after the term of his employment, disclose any knowledge of the past,
present, planned or considered business activities of the Association or
affiliates thereof to any person, firm, corporation, or other entity for any
reason or purpose whatsoever (except for such disclosure as may be required to
be provided to the Office of Thrift Supervision, the Federal Deposit Insurance
Corporation, or other federal banking agency with jurisdiction over the
Association or Executive). Notwithstanding the foregoing, Executive 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 Association, and Executive may disclose any
information regarding the Association or the Company which is otherwise publicly
available. In the event of a breach or threatened breach by the Executive of
the provisions of this Section 9, the Association will be entitled to an
injunction restraining Executive from disclosing, in whole or in part, the
knowledge of the past, present, planned or considered business activities of the
Association or affiliates thereof, or from rendering any services to any person,
firm, corporation, other entity to whom such
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knowledge, in whole or in part, has been disclosed or is threatened to be
disclosed. Nothing herein will be construed as prohibiting the Association from
pursuing any other remedies available to the Association for such breach or
threatened breach, including the recovery of damages from Executive.
10. SOURCE OF PAYMENTS.
All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Association. The Company, however,
guarantees payment and provision of all amounts and benefits due hereunder to
Executive and, if such amounts and benefits due from the Association are not
timely paid or provided by the Association, such amounts and benefits shall be
paid or provided by the Company.
11. 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 Association or any
predecessor of the Association and Executive, except that this Agreement shall
not affect or operate to reduce any benefit or compensation inuring to the
Executive of a kind elsewhere provided. No provision of this Agreement shall be
interpreted to mean that Executive is subject to receiving fewer benefits than
those available to him without reference to this Agreement.
12. 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,
Executive and the Association and their respective successors and assigns.
13. 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.
14. REQUIRED REGULATORY PROVISIONS.
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(a) The Association's Board of Directors may terminate the Executive's
employment at any time, but any termination by the Association's Board of
Directors, other than Termination for Cause, shall not prejudice Executive's
right to compensation or other benefits under this Agreement. Executive shall
not have the right to receive compensation or other benefits for any period
after Termination for Cause as defined in Section 8 hereinabove.
(b) If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Association's affairs by a notice
served under Section 8(e)(3) (12 U.S.C. (S)(S) 1818(e)(3)) or 8(g) (12 U.S.C.
(S) 1818(g)) of the Federal Deposit Insurance Act (the "FDI Act"), as amended by
the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the
Association's obligations under this contract shall be suspended as of the date
of service, unless stayed by appropriate proceedings. If the charges in the
notice are dismissed, the Association may in its discretion (i) pay the
Executive all or part of the compensation withheld while their contract
obligations were suspended and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.
(c) If the Executive is removed and/or permanently prohibited from
participating in the conduct of the Association's affairs by an order issued
under Section 8(e) (12 U.S.C. (S)(S) 1818(e)) or 8(g) (12 U.S.C. (S) 1818(g)) of
the FDI Act, as amended by the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, all obligations of the Association under this contract
shall terminate as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.
(d) If the Association is in default as defined in Section 3(x) (12 U.S.C.
(S) 1813(x)(1)) of the Federal Deposit Insurance Act, as amended by the
Financial Institutions Reform, Recovery and Enforcement Act of 1989, all
obligations of the Association under this contract shall terminate as of the
date of default, but this paragraph shall not affect any vested rights of the
contracting parties.
(e) All obligations of the Association under this contract shall be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution, (i) by the Director,
at the time Federal Deposit Insurance Corporation ("FDIC") or the Resolution
Trust Corporation enters into an agreement to provide assistance to or on behalf
of the Association; or (ii) by the Office of Thrift Supervision ("OTS") at the
time the OTS or its District Director approves a supervisory merger to resolve
problems related to the operations of the Association or when the Association is
determined by the OTS or FDIC to be in an unsafe or unsound condition. Any
rights of the parties that have already vested, however, shall not be affected
by such action.
(f) Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12 USC
Section 1828(k) and any regulations promulgated thereunder.
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15. 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.
16. 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.
17. 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.
18. 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 location selected by the employee within the
Chicago metropolitan area, 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.
19. PAYMENT OF LEGAL FEES.
All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of interpretation relating to this Agreement shall be paid
or reimbursed by the Association, provided that the dispute or interpretation
has been settled by Executive and the Association or resolved in the Executive's
favor.
20. INDEMNIFICATION.
The Association and the Company shall provide Executive (including his
heirs, executors and administrators) with coverage under a standard directors'
and officers' liability insurance policy at its expense, and shall indemnify
Executive (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 Association or the Company (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
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and the cost of reasonable settlements (such settlements must be approved by the
Board of Directors of the Association or the Company, as appropriate), provided,
however, neither the Association nor Company shall be required to indemnify or
reimburse the Executive for legal expenses or liabilities incurred in connection
with an action, suit or proceeding arising from any illegal or fraudulent act
committed by the Executive.
21. SUCCESSOR TO THE ASSOCIATION.
The Association 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 Association or the Company,
expressly and unconditionally to assume and agree to perform the Association's
obligations under this Agreement, in the same manner and to the same extent that
the Association would be required to perform if no such succession or assignment
had taken place.
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SIGNATURES
IN WITNESS WHEREOF, the Association and the Company have caused this
Agreement to be executed and their seals to be affixed hereunto by their duly
authorized officers, and Executives have signed this Agreement, on the day and
date first above written.
ATTEST: CHESTERFIELD FEDERAL SAVINGS AND
LOAN ASSOCIATION OF CHICAGO
_________________________________ By:________________________________
Secretary
WITNESS: EXECUTIVE:
_________________________________ By:________________________________
CONSENT OF GUARANTOR (PURSUANT
TO SECTION TEN HEREOF)
CHESTERFIELD FINANCIAL CORP.
By: ______________________________
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