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Exhibit 10.7

 

AMENDED AND RESTATED
LIFE INSURANCE AGREEMENT

 

PREMISES

 

A.                                      Effective the 13 th  day of November, 1990, West Suburban Bancorp, Inc., a banking organization organized and existing under the laws of the State of Illinois (“Corporation”), and [Executive Name] , a Key Employee and Executive of the Corporation (“Executive”), entered into a Deferred Compensation and Split-Dollar Insurance Agreement and amended and restated the agreement in its entirety, effective April 12, 2001 (“2001 Amended and Restated Life Insurance Agreement”). Pursuant to the terms thereof, the Corporation and the Executive reserved the right to modify or amend the 2001 Amended and Restated Life Insurance Agreement.  By execution hereof, the Corporation and Executive hereby amend and restate that agreement in its entirety, effective March 8, 2004 (“Amended and Restated Life Insurance Agreement”).

 

B.                                        It is the consensus of the Board of Directors of the Corporation that Executive’s services are of exceptional merit, in excess of the compensation paid and an invaluable contribution to the profits and position of the Corporation in its field of activity.

 

C.                                        It is the mutual desire of the Corporation and the Executive that Executive remain in the employ of the Corporation, and to maintain a program to provide pre-retirement and postretirement death benefits for the Executive. Accordingly, it is the desire of the Corporation and the Executive to enter into this Amended and Restated Life Insurance Agreement under which the Corporation will agree to pay a death benefit to the Executive’s beneficiaries in the event of his death.

 

D.                                       Therefore, in consideration of Executive’s services to be performed in the future, and based upon the mutual promises and covenants herein contained, the Corporation and Executive agree as follows.

 

ARTICLE 1
Definitions

 

1.1                                  Effective Date The effective date of this Amended and Restated Life Insurance Agreement shall be March 8, 2004.

 

1.2                                  Change in Control The first to occur of any of the following events:

 

(a)                                   The consummation of the acquisition by any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Employer or the Bank; or
 


 
(b)                                  The individuals who, as of the date hereof, are members of the Board of the Employer or the Bank cease for any reason to constitute a majority of the Board, unless the election, or nomination for election by the shareholders, of any new director was approved by a vote of a majority of the Board, and such new director shall, for purposes of this Amended and Restated Life Insurance Agreement, be considered as a member of the Board; or
 
(c)                                   Approval by shareholders of the Employer or the Bank of:  (1) a merger or consolidation if the shareholders immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Employer or the Bank outstanding immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Employer or the Bank.
 

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of the then outstanding securities of the Employer or the Bank is acquired by:  (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Employer or the Bank; or (2) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the shareholders in the same proportion as their ownership of stock of the Employer or the Bank immediately prior to such acquisition.

 

1.3                                  Covered Termination The voluntary or involuntary severing of employment with the Corporation (i) prior to the attainment of age fifty (50), and (ii) following a Change in Control.

 

1.4                                  Disability The Executive’s suffering a sickness, accident or injury which has been determined by the carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive t


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