Exhibit 10.2
Form of
Non-Competition Agreement
This
Non-Competition
Agreement (this “ Agreement ”) is
made as of December 31, 2004, by and between [Director]
(“ Covenantee ”) and Centrue Financial Corporation
, a Delaware
corporation (“ Centrue Financial ”).
Recitals
A. Centrue Financial, Illinois Community Bancorp,
Inc., an Illinois corporation (“ ICB ”), and
Community Acquisition LLC, an Illinois limited liability company
and a wholly-owned subsidiary of Centrue Financial (“
Acquisition LLC ”), entered into an Agreement and Plan
of Merger dated as of December [
], 2004 (the “
Merger Agreement ”), providing for, among other
things, the merger of ICB with and into Acquisition LLC (the
“ Merger ”).
B. Covenantee is a director of [ICB] [and/or]
[Illinois Community Bank, an Illinois chartered commercial bank
with its main offices located in Effingham, Illinois, and a
wholly-owned subsidiary of ICB (the “Bank”)] and
has become familiar with the customers and related customer
information for ICB and [the Bank] [Illinois Community Bank, an
Illinois chartered commercial bank with its main offices located in
Effingham, Illinois, and a wholly-owned subsidiary of ICB (the
“Bank”)] .
C. Centrue Financial is unwilling to expend the
substantial time, effort and expense necessary to implement the
Merger, including applying for and obtaining the necessary
approvals of regulatory authorities, unless Covenantee enters into
this Agreement, pursuant to Section 6.11 of the Merger
Agreement.
D. Covenantee believes it is in his or her best
interest as well as the best interest of ICB for Centrue Financial
to consummate the Merger.
E. Covenantee owns shares of the common stock of ICB
and will receive a substantial economic benefit as a result of the
Merger.
Agreements
In
consideration of the foregoing premises, which are incorporated
herein by this reference, and the covenants and agreements of the
parties herein contained, and as an inducement to Centrue Financial
to enter into the Merger Agreement and to incur the expenses
associated with the Merger, the parties hereto, intending to be
legally bound, hereby agree as follows:
Section 1. Definitions; Construction . All terms
that are capitalized and used herein (and are not otherwise
specifically defined herein) shall be used in this Agreement as
defined in the Merger Agreement. The parties hereby incorporate by
this reference the principles of construction set forth in
Section 1.2 of the Merger Agreement.
1
Section 2. Effective Date . The parties agree
that this Agreement shall be effective, if at all, upon the
occurrence of the Closing (as defined in the Merger Agreement) of
the Merger, provided, however, that if the Closing does not
occur and the Merger Agreement is terminated, this Agreement shall
also automatically terminate.
Section 3. Non–Competition Covenants
.
(a) Restrictive Covenant . Centrue Financial
and Covenantee have jointly reviewed the customer lists and current
operations of ICB and the Bank and the proposed future operations
of the Bank after the Merger and have agreed that the current and
proposed primary service area of the lending and deposit taking
functions of ICB and the Bank encompasses Effingham County,
Illinois, and the area within twenty-five (25) miles of the
border of such county (the “ Restrictive Area
”). Therefore, as an essential ingredient of and in
consideration of this Agreement, the Merger Agreement and Centrue
Financial’s willingness to expend the substantial time,
effort and expense necessary to implement the Merger, Covenantee
hereby agrees that, except with the express prior written consent
of Centrue Financial, for a period of one (1) year beginning
on the Closing Date (as defined in the Merger Agreement) (the
“ Restrictive Period ”):
(i) Covenantee will not, directly or indirectly,
engage or invest in, own, manage, operate, finance, control, or
participate in the ownership, management, operation or control of,
be employed by, associated with, or in any manner connected with,
lend the Covenantee’s name or any similar name to, lend the
Covenantee’s credit to, or render services or advice to, any
person, firm, partnership, corporation or trust which owns or
operates, a bank, savings and loan association, credit union or
similar financial institution (a “ Financial
Institution ”) within the Restrictive Area; provided
however, that the ownership by Covenantee of shares of the
capital stock which are listed on a securities exchange or quoted
on the National Association of Securities Dealers Automated
Quotation System which do not represent more than five percent (5%)
of the outstanding capital stock of any Financial Institution,
shall not violate any terms of this Agreement.
(ii) Covenantee will not, directly or indirectly,
either for himself, or any other Financial Institution:
(A) induce or attempt to induce any employee of Centrue
Financial or any of its subsidiaries (the
“Subsidiaries”) to leave the employ of Centrue
Financial or its Su
