Employment Agreement-Swift


    Exhibit
      10.9

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the “Agreement”) is made and entered into this
      1st
      day of
      August, 2006, by and between First Mid-Illinois Bancshares, Inc. (“the
      Company”), a corporation with its principal place of business located in
      Mattoon, Illinois, and Robert J. Swift, Jr. (“Executive”).

    


    In
      consideration of the promises and mutual covenants and agreements contained
      herein, the parties hereto acknowledge and agree as follows:

    


    ARTICLE
      ONE

    TERM
      AND NATURE OF AGREEMENT

    


    1.01
      Terms
      of Agreement.
      The
      term of this Agreement shall commence on August 1, 2006 and shall continue
      until
      July 31, 2009. Thereafter, unless Executive’s employment with the Company has
      been previously terminated, Executive shall continue his employment with the
      Company on an at will basis and, except as provided in Articles Five, Six and
      Seven, this Agreement shall terminate unless extended by mutual written
      agreement.

    


    1.02
      Employment.
      The
      Company agrees to employ Executive as Executive Vice President commencing August
      1, 2006 and Executive accepts such employment by the Company on the terms and
      conditions herein set forth. The duties of Executive shall be determined by
      the
      Company’s Chief Executive Officer (CEO) and Executive shall adhere to the
      policies and procedures of the Company and shall follow the supervision and
      direction of the CEO or his designee in the performance of such duties. During
      the term of his employment, Executive agrees to devote his full working time,
      attention and energies to the diligent and satisfactory performance of his
      duties hereunder. Executive shall not, while he is employed by the Company,
      engage in any activity which would (a) interfere with, or have an adverse effect
      on, the reputation, goodwill or any business relationship of the Company or
      any
      of its subsidiaries; (b) result in economic harm to the Company of any of its
      subsidiaries; or (c) result in a breach of Section Six of the
      Agreement.

    


    ARTICLE
      TWO

    COMPENSATION
      AND BENEFITS

    


    While
      Executive is employed with the Company during the term of this Agreement, the
      Company shall provide Executive with the following compensation and
      benefits:

    


    2.01
      Base
      Salary.
      The
      Company shall pay Executive an annual base salary of $133,800 per fiscal year,
      payable in accordance with the Company’s customary payroll practices for
      executive employees. The CEO or his designee may review and adjust Executive’s
      base salary from year to year; provided, however, that during the term of
      Executive’s employment, the Company shall not decrease Executive’s base
      salary.

    


    2.02
      Incentive
      Compensation Plan.
      Executive shall continue to participate in the First Mid-Illinois Bancshares,
      Inc. Incentive Compensation Plan in accordance with the terms and conditions
      of
      such Plan. Pursuant to the Plan, Executive shall have an opportunity to receive
      incentive compensation of up to a maximum of 25% of Executive’s annual base
      salary. The incentive compensation payable for a particular fiscal year will
      be
      based upon the attainment of the performance goals in effect under the Plan
      for
      such year and will be paid in accordance with the terms of the Plan and at
      the
      sole discretion of the Board.

    


    2.03
      Deferred
      Compensation Plan.
      Executive shall be eligible to participate in the First Mid-Illinois Bancshares,
      Inc. Deferred Compensation Plan in accordance with the terms and conditions
      of
      such Plan as in effect from time to time.

    


    2.04
      Vacation.
      Executive shall be entitled to three (3) weeks of paid vacation each year during
      the term of this Agreement.

    


    2.05
      Fringe
      Benefits.
      The
      Company shall provide the following additional fringe benefits to
      Executive:

    


    (a)
      Use
      of a Company-owned or leased vehicle for professional and personal
      use.

    


    (b)
      An
      amount equal to the annual dues for a Class “H” membership at the Mattoon Golf
      and Country Club.

    


    (c)
      Use
      of a cellular phone for work-related calls and calls associated with Internet
      connection for Executive’s home.

    


    2.06
      Other
      Benefits.
      Executive shall be eligible (to the extent he qualifies) to participate in
      any
      other retirement, health, accident and disability insurance, or similar employee
      benefit plans as may be maintained from time to time by the Company for its
      other executives or employees subject to and on a consistent basis with the
      terms, conditions and overall administration of such plans.

    


    2.07
      Business
      Expenses.
      Executive shall be entitled to reimbursement by the Company for all reasonable
      expenses actually and necessarily incurred by him on its behalf in the course
      of
      his employment hereunder and in accordance with expense reimbursement plans
      and
      policies of the Company from time to time in effect for executive
      employees.

    


    2.08
      Withholding.
      All
      salary, incentive compensation and other benefits provided to Executive pursuant
      to this Agreement shall be subject to withholding for federal, state or local
      taxes, amounts withheld under applicable employee benefit plans, policies or
      programs, and any other amounts that may be required to be withheld by law,
      judicial order or otherwise or by agreement with, or consent of,
      Executive.

    


    ARTICLE
      THREE

    DEATH
      OF EXECUTIVE

    


    This
      Agreement shall terminate prior to the end of the term described in Section
      1.01
      upon Executive’s termination of employment with the Company due to his death.
      Upon Executive’s termination due to death, the Company shall pay Executive’s
      estate the amount of Executive’s base salary plus his accrued but unused
      vacation time earned through the date of such death and any incentive
      compensation earned for the preceding fiscal year that is not yet paid as of
      the
      date of such death.

    


    ARTICLE
      FOUR

    TERMINATION
      OF EMPLOYMENT

    


    Executive’s
      employment with the Company may be terminated by Executive or by the Company
      at
      any time for any reason. Upon Executive’s termination of employment prior to the
      end of the term of the Agreement, the Company shall pay Executive as
      follows:

    


    4.01
      Termination
      by the Company for Other Than Cause.
      If the
      Company terminates Executive’s employment for any reason other than Cause, the
      Company shall pay Executive the following:

    


    (a) An
      amount
      equal to Executive’s monthly base salary in effect at the time of such
      termination of employment for a period of twelve (12) months thereafter. Such
      amount shall be paid to Executive periodically in accordance with the Company’s
      customary payroll practices for executive employees; however, the Company may
      delay payment of such amount to the extent required by law.

    


    (b) The
      base
      salary and accrued but unused paid vacation time earned through the date of
      termination and any incentive compensation earned for the preceding year that
      is
      not yet paid.

    


    (c)
      Continued coverage for Executive and/or Executive’s family under the Company’s
      health plan pursuant to Title I, Part 6 of the Employee Retirement Income
      Security Act of 1974 (“COBRA”) and for such purposes the date of Executive’s
      termination of employment shall be considered the date of the “qualifying event”
as such term is defined by COBRA. During the twelve month period beginning
      on
      the date of such termination, the Executive shall be charged for such coverage
      in the amount that he would have paid for such coverage had he remained employed
      by the Company, and for the duration of the COBRA period, the Executive shall
      be
      charged for such coverage in accordance with the provisions of
      COBRA.

    


    (d)
      For
      purposes of this Agreement, “Cause” shall mean Executive’s (i) conviction in a
      court of law of (or entering a plea of guilty or no contest to) any crime or
      offense involving fraud, dishonesty or breach of trust or involving a felony;
      (ii) performance of any act which, if known to the customers, clients,
      stockholders or regulators of the Company, would materially and adversely impact
      the business of the Company; (iii) act or omission that causes a regulatory
      body
      with jurisdiction over the Company to demand, request, or recommend that
      Executive be suspended or removed from any position in which Executive serves
      with the Company; (iv) substantial nonperformance of any of his obligations
      under this Agreement; (v) misappropriation of or intentional material damage
      to
      the property or business of the Company or any affiliate; or (vi) breach of
      Article Five or Six of this Agreement.

    


    4.02
      Termination
      Following a Change in Control.
      Notwithstanding Section 4.01, if, following a Change of Control, and prior
      to
      the end of the term of this Agreement, Executive’s employment is terminated by
      the Company (or any successor thereto) for any reason other than Cause, or
      if
      Executive terminates his employment because of a decrease in his then current
      base salary or a substantial diminution in his position and responsibilities,
      the Company (or any successor thereto) shall pay Executive the
      following:

    


    (a) The
      Executive’s annual base salary in effect at the time of such termination. Such
      amount shall be paid in a lump sum payment as soon as practicable following
      the
      date of such termination.

    


    (b) An
      amount
      equal to the incentive compensation earned by or paid to Executive for the
      fiscal year immediately preceding the year in which Executive’s termination of
      employment occurs. Such amount shall be paid to Executive in a lump sum as
      soon
      as practicable after the date of his termination.

    


    (c) The
      base
      salary and accrued but unused paid vacation time earned through the date of
      termination and any incentive compensation earned for the preceding fiscal
      year
      that is not yet paid.

    


    (d) Continued
      coverage for Executive and/or Executive’s family under the Company’s health plan
      pursuant to Title I, Part 6 of the Employee Retirement Income Security Act
      of
      1974 (“COBRA”) and for such purpose of the date of Executive’s termination of
      employment shall be considered the date of the “qualifying event” as such term
      if defined by COBRA. During the twelve month period beginning on the date of
      such termination, the Executive shall be charged for such overage in the amount
      that he would have paid for such coverage had he remained employed by the
      Company, and for the duration of the COBRA period, the Executive shall be
      charged for such coverage in accordance with the provisions of
      COBRA.

    


    For
      purposes of this Agreement, “Change in Control”, shall have the meaning as set
      forth in the First Mid-Illinois Bancshares, Inc. 1997 Stock Incentive
      Plan.

    


    If
      at the
      time of such termination of employment Executive is a “Key Employee” as defined
      in Section 416(i) of the Internal Revenue Code (without reference to paragraph
      5
      thereof), and the amounts payable to Executive pursuant to Section 4.02(a)
      and
      (b) are subject to Section 409A of the Internal Revenue Code, payment of such
      amounts shall not commence until six month following Executive’s termination of
      employment, with the first payment to include the payments that otherwise would
      have been made during such six-month period.

    


    4.03
      Other
      Termination of Employment.
      If,
      prior to the end of the term of this Agreement, the Company terminates
      Executive’s employment for Cause, or if Executive terminates his employment for
      any reason other than as described in Section 4.02 above, the Company shall
      pay
      Executive the base salary and accrued but unused paid vacation time earned
      through the date of such termination and any incentive compensation earned
      for
      the preceding fiscal year that is not yet paid.

    


    ARTICLE
      FIVE

    CONFIDENTIAL
      INFORMATION

    


    5.01
      Non-Disclosure
      of Confidential Information.
      During
      his employment with the Company, and after his termination of such employment
      with the Company, Executive shall not, in any form or manner, directly or
      indirectly, use, divulge, disclose or communicate to any person, entity, firm,
      corporation or any other third party, any confidential information, except
      as
      required in the performance of Executive’s duties hereunder, as required by law
      or as necessary in conjunction with legal proceedings.

    


    5.02
      Definition
      of Confidential Information.
      For the
      purposes of this Agreement, the term “Confidential Information” shall mean any
      and all information either developed by Executive during his employment with
      the
      Company and used by the Company or its affiliates or developed by or for the
      Company or its affiliates of which Executive gained knowledge by reason of
      his
      employment with the Company that is not readily available in or known to the
      general public or the industry in which the Company or any affiliate is or
      becomes engaged. Such confidential information shall include, but shall not
      be
      limited to, any technical or non-technical data, formulae, compilations,
      programs, devices, methods, techniques, procedures, manuals, financial data,
      business plans, lists of actual or potential customers, lists of employees
      and
      any information regarding the Company’s or any affiliate’s products, marketing
      or database. The Company and Executive acknowledge and agree that such
      confidential information is extremely valuable to the Company and may constitute
      trade secret information under applicable law. In the event that any part of
      the
      confidential information becomes generally known to the public through
      legitimate origins (other than by the breach of this Agreement by Executive
      or
      by other misappropriation of the confidential information), that part of the
      confidential information shall no longer be deemed confidential information
      for
      the purposes of this Agreement, but Executive shall continue to be bound by
      the
      terms of this Agreement as to all other confidential information.

    


    5.03
      Delivery
      Upon Termination.
      Upon
      termination of Executive’s employment with the Company for any reason, Executive
      shall promptly deliver to the Company all correspondence, files, manuals,
      letters, notes, notebooks, reports, programs, plans, proposals, financial
      documents, and any other documents or data concerning the Company’s or any
      affiliate’s customers, database, business plan, marketing strategies, processes
      or other materials which contain confidential information, together with all
      other property of the Company or any affiliate in Executive’s possession,
      custody or control.

    


    ARTICLE
      SIX

    NON-COMPETE
      AND NON-SOLICITATION COVENANTS

    


    6.01
      Covenant
      Not to Compete.
      During
      the term of this Agreement and for a period of two years following the later
      of
      (i) the termination of Executive’s employment for any reasons or (ii) the last
      day of the term of the Agreement, Executive shall not, on behalf of himself
      or
      on behalf of another person, corporation, partnership, trust or other entity,
      within any county in which the Company or any affiliate conducts
      business:

    


    (a) Directly
      or indirectly own, manage, operate, control, participate in the ownership,
      management, operation or control of, be connected with or have any financial
      interest in, or serve as an officer, employee, advisor, consultant, agent or
      otherwise to any person, firm, partnership, corporation, trust or other entity
      which owns or operates a business similar to that of the Company or its
      affiliates.

    


    (b)
      Solicit for sale, represent, and/or sell competing products to any person or
      entity who or which was the Company’s customer or client during the last two
      years of Executive’s employment.

    


    “Competing
      Products,” for purposes of this Agreement, means products or services which are
      similar to, compete with, or can be used for the same purposes as products
      or
      services sold or offered for sale by the Company or any affiliate or which
      were
      in development by the Company or any affiliate within the last two years of
      Executive’s employment.

    


    6.02
      Covenant
      Not to Solicit.
      For a
      period of two years following the later of (i) the termination of Executive’s
      employment for any reason or (ii) the last day of the term of this Agreement
      Executive shall not:

    


    (a) Attempt
      in any manner to solicit from any client or customer business of the type
      performed by the Company or any affiliate or persuade any client or customer
      of
      the Company or any affiliate to cease to do such business or to reduce the
      amount of such business which any such client or customer has customarily done
      or contemplates doing with the Company or any affiliate, whether or not the
      relationship between the Company or affiliate and such client or customer was
      originally established in whole or in part through Executive’s
      efforts.

    


    (b) Render
      any services of the type rendered by the Company or any affiliate for any client
      or customer of the Company.

    


    (c) Solicit
      or encourage, or assist any other person to solicit or encourage, any employees,
      agents or representatives of the Company or an affiliate to terminate or alter
      their relationship with the Company or any affiliate.

    


    (d) Do
      not
      cause to be done, directly or indirectly, any acts which may impair the
      relationship between the Company or any affiliate with their respective clients,
      customers or employees.

    


    


    


    


    


    ARTICLE
      SEVEN

    REMEDIES

    


    Executive
      acknowledges that compliance with the provisions of Articles Five and Six herein
      is necessary to protect the business, goodwill and proprietary information
      of
      the Company and that a breach of these covenants will irreparably and
      continually damage the Company for which money damages may be inadequate.
      Consequently, Executive agrees that, in the event that he breaches or threatens
      to breach any of these provisions, the Company shall be entitled to both (a)
      a
      temporary, preliminary or permanent injunction in order to prevent the
      continuation of such harm; and (b) money damages insofar as they can be
      determined. In addition, the Company will cease payment of all compensation
      and
      benefits under Articles Three and Four hereof. In the event that any of the
      provisions, covenants, warranties or agreements in this Agreement are held
      to be
      in any respect an unreasonable restriction upon the Executive or are otherwise
      invalid, for whatsoever cause, then the court so holding shall reduce, and
      is so
      authorized to reduce, the territory to which it pertains and/or the period
      of
      time in which it operates, or the scope of activity to which it pertains or
      effect any other change to the extent necessary to render any of the
      restrictions of this Agreement enforceable.

    


    ARTICLE
      EIGHT

    MISCELLANEOUS

    


    8.01
      Successors
      and Assignability.

    


    (a) No
      rights
      or obligations of the Company under this Agreement may be assigned or
      transferred except that the Company will require any successor (whether direct
      or indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company to expressly
      assume and agree to perform this Agreement in the same manner and to the same
      extent that the Company would be required to perform it if no such succession
      had taken place.

    


    (b) No
      right
      or obligations of Executive under this Agreement may be assigned or transferred
      by Executive other than his rights to payments or benefits hereunder which
      may
      be transferred only by will or the laws of descent and
      distribution.

    


    8.02
      Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and may not be modified except in writing by the parties
      hereto; provided, however, that any amendment or modification that the Company
      in its sole discretion deems necessary to comply with the American Jobs Creation
      Act, and regulations promulgated thereunder, shall not require the consent
      of
      Manager as long as such amendment or modification does not reduce the absolute
      dollar amount of benefits payable hereunder. Furthermore, the parties hereto
      specifically agree that all prior agreements, whether written or oral, relating
      to Executive’s employment by the Company shall be of no further force or effect
      from and after the date hereof.

    


    8.03
      Severability.
      If any
      phase, clause or provision of this Agreement is deemed invalid or unenforceable,
      such phrase, clause or provision shall be deemed severed from this Agreement,
      but will not affect any other provisions of this Agreement, which shall
      otherwise remain in full force and effect. If any restriction or limitation
      in
      this Agreement is deemed to be unreasonable, onerous or unduly restrictive,
      it
      shall not be stricken in its entirety and held totally void and unenforceable,
      but shall be deemed rewritten and shall remain effective to the maximum extent
      permissible within reasonable bounds.

    


    8.04
      Controlling
      Law and Jurisdiction.
      This
      Agreement shall be governed by and interpreted and construed according to the
      laws of the State of Illinois. The parties hereby consent to the jurisdiction
      of
      the state and federal courts in the State of Illinois in the event that any
      disputes arise under this Agreement.

    


    8.05
      Notices.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given (a) on the date of
      service if served personally on the party to whom notice is to be given; (b)
      on
      the day after delivery to an overnight courier service; (c) on the day of
      transmission if sent via facsimile to the facsimile number given below; or
      (d)
      on the third day after mailing, if mailed to the party to whom notice is given,
      by first class mail, registered or certified, postage prepaid and properly
      addressed, to the party as follows:

    


    


    


    


    


    


    If
      to
      Executive: 
      Robert
      J. Swift, Jr.

    56
      Country Club Rd.

    Mattoon,
      IL 61938

    


    


    If
      to the
      Company: First
      Mid-Illinois Bancshares, Inc.

    1515
      Charleston Ave.

    Mattoon,
      Illinois 619338

    Facsimile:
      217-258-0485

         Attention:
      Chairman

    


    Any
      party
      may change its address for the purpose of this Section by giving the other
      party
      written notice of its new address in the manner set forth above.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first written
      above.

    


    FIRST
      MID-ILLINOIS BANCSHARES, INC.

    


    By:
      /s/
      William S. Rowland

    


    Title:
      Chairman and Chief Executive Officer

    


    EXECUTIVE:

    


    /s/
      Robert J. Swift, Jr.