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 totally
and permanently disabled. The Executive must submit proof to
the Corporation of the carrier’s or Social Security
Administration’s determination upon the request of the
Corporation.
1.5
Insurer . Nationwide Life and Annuity
Insurance Company.
1.6
Policy . Policy # [number] issued by the
Insurer.
1.7
Retirement
. Termination of employment
from the Corporation on or after the attainment of age fifty
(50).
2
1.8
Termination of
Employment .
The voluntary or
involuntary severing of employment with the Corporation prior to
Retirement for any reason other than death, Disability or a Covered
Termination.
ARTICLE 2
Life Insurance
2.1
Executive’s
Interest . Provided this Amended
and Restated Life Insurance Agreement has not terminated pursuant
to Section 3.3, the Executive shall have the right to
designate a beneficiary for a portion of the Policy’s
proceeds as follows:
(a)
If the Executive dies while
covered under this Amended and Restated Life Insurance Agreement
and while actively employed by the Corporation, the
Executive’s beneficiary shall receive a death benefit of
$750,000.
(b)
If the Executive dies while
covered under this Amended and Restated Life Insurance Agreement
but after his Retirement, the Executive’s beneficiary shall
receive a death benefit of $375,000.
(c)
If the Executive dies while
covered under this Amended and Restated Life Insurance Agreement
and after a Disability, the Executive’s beneficiary shall
receive a death benefit of (i) $750,000 if such death occurs
prior to the attainment of age 50, or (ii) $375,000 if such
death occurs on or after the attainment of age 50.
(d)
If the Executive dies while
covered under this Amended and Restated Life Insurance Agreement
but after he experiences a Covered Termination, the
Executive’s beneficiary shall receive a death benefit of
$375,000.
(e)
If the Executive experiences a
Termination of Employment, the Executive, the Executive’s
transferee, and the Executive’s beneficiary shall have no
rights or interest in the Policy with respect to that portion of
the death proceeds designated in this Section 2.1
(f)
Upon the Executive’s death,
the Corporation and the Executive’s beneficiary shall execute
such forms and furnish such other documents or information as are
required to receive payment under the Policy.
2.2
Premium Payment and
Tax . All premiums due on
the Policy shall be paid by the Corporation. However, Executive
shall be responsible for the income taxes incurred each year on the
value of the “economic benefit” of the life insurance
protection under the Policy. The corporation shall, in its sole
discretion, determine the value of such life insurance protection
for federal income tax purposes. Such amount shall be calculated
purs
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