exv10w1



 






Exhibit 10.1




Employment Agreement




     This Employment Agreement (this “Agreement”), is made and entered into as of
December 31, 2004 by and between Centrue Bank, an Illinois state bank with its main office
in Kankakee, Illinois (the “Employer”), and Roger D. Dotson (the “Executive”), and shall
be effective immediately upon the consummation of the merger contemplated by the Merger Agreement
dated as of the date hereof among Centrue Financial Corporation, a Delaware corporation, Illinois
Community Bancorp, Inc., an Illinois corporation and Community Acquisition LLC, an Illinois limited
liability company (the “Effective Date”).



Recitals




     A. The Employer desires to employ Executive as a Regional President of the Employer.



     B. Executive desires to be employed as a Regional President of the Employer.



     C. The Employer and the Executive have made commitments to each other on a variety of
important issues concerning Executive’s employment, including the performance that will be expected
of Executive, the compensation the Executive will be paid, how long and under what circumstances
Executive will remain employed and the financial details relating to any decision that either the
Employer or the Executive might ever make to terminate this Agreement.



     D. The Employer and the Executive believe that the commitments they have made to each other
should be memorialized in writing, and that is the purpose of this Agreement.



     NOW, THEREFORE, in consideration of the premises and of the covenants and agreements
hereinafter contained, it is covenanted and agreed by and between the parties hereto as follows:



Agreements




     Section 1. Term. The term of this Agreement and the Executive’s employment hereunder
shall be for a term of three (3) years commencing as of the Effective Date.



     Section 2. Position and Duties. The Employer hereby employs the Executive as a
Regional President of the Employer’s Southeast Region or in such other senior executive capacity or
capacities as shall be mutually agreed between the Employer and the Executive. During the period
of the Executive’s employment hereunder, the Executive shall devote his best efforts and full
business time, energy, skills and attention to the business and affairs of the Employer, its parent
company, Centrue Financial Corporation (the “Holding Company”) and the direct and indirect
subsidiaries of the Holding Company (together with the Employer, the “Subsidiaries” or
"Subsidiary”). The Executive’s duties and authority shall consist of and include all duties and
authority customarily performed and held by persons holding equivalent positions with business
organizations similar in nature and size to the Employer, as such duties
and authority are reasonably defined, modified and delegated from time to time by the
President and Chief Executive Officer of the Employer to whom the Executive shall report during the
term



 









 




of this Agreement. The Executive shall have the powers necessary to perform the duties
assigned to him and shall be provided such supporting services, staff, secretarial and other
assistance, office space and accoutrements as shall be reasonably necessary and appropriate in the
light of such assigned duties.




     Section 3. Compensation. As compensation for the services to be provided by the
Executive hereunder, the Executive shall receive the following compensation, expense reimbursement
and other benefits:



          (a) Base Compensation. The Executive shall receive an aggregate annual minimum Base
Salary of one hundred and ten thousand dollars ($110,000.00) payable in installments in accordance
with the regular payroll schedule of the Employer (“Base Salary”). Such Base Salary shall be
subject to review annually commencing in 2006 and shall be maintained or increased during the term
of this Agreement in accordance with the Employer’s established management compensation policies
and plans.



          (b) Performance Bonus. The Executive shall be eligible to receive an annual
performance bonus, payable within sixty (60) days after the end of the fiscal year of the Employer,
in an amount not to exceed twenty-five percent (25%) of the Executive’s Base Salary for the
applicable year. The amount, if any, shall be determined by the Board of Directors of the Employer
(the “Board”), or the appropriate committee thereof, and shall generally be based on a combination
of organization-wide and individual performance criteria mutually agreed to by the Executive and
the Employer.



          (c) Reimbursement of Expenses. The Executive shall be reimbursed, upon submission of
appropriate vouchers and supporting documentation, for all travel, entertainment and other
out-of-pocket expenses reasonably and necessarily incurred by the Executive in the performance of
his duties hereunder and shall be entitled to attend seminars, conferences and meetings relating to
the business of the Employer consistent with the Employer’s established policies in that regard.



          (d) Other Benefits. The Executive shall be entitled to all benefits specifically
established for him and, when and to the extent he is eligible therefor, to participate in all
plans and benefits generally accorded to senior executives of the Employer, including, but not
limited to, pension, profit-sharing, supplemental retirement, incentive compensation, bonus,
disability income, group life medical and hospitalization insurance, and similar or comparable
plans, and also to perquisites extended to similarly situated senior executives, provided, however,
that such plans, benefits and perquisites shall be no less than those made available to all other
employees of the Employer.



          (e) Withholding. The Employer shall be entitled to withhold from amounts payable to
the Executive hereunder, any federal, state or local withholding or other taxes which it is from
time to time required to withhold. The Employer shall be entitled to rely
upon the opinion of its legal counsel with regard to any question concerning the amount or
requirement of any such withholding.



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     Section 4. Confidentiality and Loyalty. The Executive acknowledges that during the
course of his employment he may produce and have access to material, records, data, trade secrets
and information not generally available to the public regarding the Employer, the Holding Company
and the Subsidiaries (collectively, “Confidential Information”). Accordingly, during and
subsequent to termination of this Agreement, the Executive shall hold in confidence and not
directly or indirectly disclose, use, copy or make lists of any such Confidential Information,
except to the extent that such information is or thereafter becomes lawfully available from public
sources, or such disclosure is authorized in writing by the Employer, required by a law or any
competent administrative agency or judicial authority, or otherwise as reasonably necessary or
appropriate in connection with the performance by the Executive of his duties hereunder. All
records, files, documents and other materials or copies thereof relating to the business of the
Employer, the Holding Company and the Subsidiaries which the Executive shall prepare or use, shall
be and remain the sole property of the Employer, shall not be removed from the premises of the
Employer or its Subsidiaries, as the case may be, without the written consent of the Employer’s
Chairman of the Board, except as reasonably necessary or appropriate in connection with the
performance by the Executive of his duties hereunder, and shall be promptly returned to the
Employer upon termination of the Executive’s employment hereunder. The Executive agrees to abide
by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of
interests conflicting with those of the Employer, the Holding Company and the Subsidiaries.



Section 5. Termination.




          (a) Termination Without Cause. Either the Employer or the Executive may terminate
this Agreement and the Executive’s employment hereunder for any reason by delivering written notice
of termination to the other party no less than thirty (30) days before the effective date of
termination, which date will be specified in the notice of termination.



          (b) Voluntary Termination by Executive. If the Executive voluntarily terminates his
employment under this Agreement other than pursuant to Section 5(d) (Constructive Discharge) or
Section 5(h) (Termination Upon Change of Control), then the Employer shall only be required to pay
the Executive such Base Salary as shall have accrued through the effective date of such termination
plus the amount of any expense reimbursements for expenses incurred prior to the effective date of
such termination, provided that Executive shall have submitted all reimbursement requests within
ten (10) business days of the effective date of such termination. After payment of the foregoing,
neither the Employer, the Holding Company nor any of the Subsidiaries shall have any further
obligations to the Executive.



          (c) Premature Termination.



               (i) In the event of the termination of this Agreement by the Employer prior to the last day of
the then current term for any reason other than a termination
in accordance with the provisions of Section 5(e) (Termination for Cause), then
notwithstanding any mitigation of damages by the Executive, the Employer shall pay the Executive a
severance payment equal to the amount of the Executive’s then-current annual Base Salary which
would have been payable through the end of the term of this Agreement. In addition, the Employer
shall reimburse the Executive for continued coverage (COBRA continuation coverage) for the



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Executive and the Executive’s dependents (if applicable) under the health insurance programs
maintained by the Employer for the number of months that were remaining on the term of this
Agreement at the time of termination up to a maximum of twelve (12) months; provided, however, that
the continued payment of these amounts by the Employer shall not offset or diminish any
compensation or benefits accrued as of the date of termination.




               (ii) Payment to the Executive will be made on the Employer’s regular pay dates over the number
of months that were remaining on the term of this Agreement at the time of termination. At the
election of the Employer, payments may be made in a lump sum. Payment of the amounts due under
Section 5(c)(i) shall not be reduced in the event the Executive obtains other employment following
the termination of employment by the Employer.



               (iii) If the Employer is not in compliance with its minimum capital requirements or if the
payments required under subsection (i) above would cause the Employer’s capital to be reduced below
its minimum capital requirements, such payments shall be deferred until such time as the Employer
is in capital compliance.



          (d) Constructive Discharge. If at any time during the term of this Agreement, except
in instances where Employer has valid grounds to terminate Executive’s employment pursuant to
Section 5(e) (Termination for Cause), the Executive is Constructively Discharged (as hereinafter
defined), then the Executive shall have the right, by written notice given to the Employer not
later than ninety (90) days after such Constructive Discharge, to terminate his services hereunder,
effective as of thirty (30) days after the date of such notice, and the Executive shall have no
rights or obligations under this Agreement other than as provided in this Section 5(d), Section 4
(Confidentiality and Loyalty) and Section 6 (Non-Competition Covenant). In such event, the
Executive shall be entitled to an amount equal to the aggregate cash payments due to the Executive
under Section 5(c)(i) and reimbursement of COBRA premiums as if such termination of his employment
were pursuant to Section 5(c) (Premature Termination). Payment to the Executive will be made on
the Employer’s regular pay dates over the number of months that were remaining on the term of this
Agreement at the time of termination.


For purposes of this Agreement, the Executive shall be “Constructively Discharged” upon the
occurrence of any one of the following events:




               (i) The Executive is removed from the position with the Employer set forth in Section 2
(Position and Duties);



               (ii) There is a substantial diminution in the Executive’s responsibilities as the Employer’s
Regional President Southeast Region to which the Executive has not consented, provided that such
diminution shall constitute a Constructive Discharge only if the Executive submits a written
statement to the Chairman of the Board in which the Executive specifies the reasons that constitute
such diminution and the written statement is provided to the Chairman of the Board within thirty
(30) days of the action or actions alleged to constitute substantial diminution; or



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               (iii) The Employer changes the primary employment location of the Executive without the
Executive’s consent to a place that is more than fifty (50) miles from the main office of the
Employer; or



               (iv) The Employer otherwise commits a material breach of its obligations under this Agreement.



          (e) Termination for Cause. This Agreement may be terminated for Cause as hereinafter
defined. “Cause” shall mean: (i) the Executive’s death; (ii) the Executive’s Permanent Disability,
which shall mean the Executive’s inability, as a result of physical or mental incapacity,
substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a
material violation by the Executive of any applicable material law or regulation respecting the
business of the Employer, the Holding Company or the Subsidiaries; (iv) the Executive being found
guilty of a felony or an act of dishonesty in connection with the performance of his duties as an
officer of the Employer, or which disqualifies the Executive from serving as an officer or director
of the Employer, the Holding Company or the Subsidiaries; (v) the willful or negligent failure of
the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages
in one or more violations of Employer’s policies or procedures or directives of the Board and that
have a material financial adverse effect on the Employer or any one of its Subsidiaries; or (vii)
the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit
Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The
Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s
intention to terminate his employment for any cause (except the Executive’s death) specifying the
grounds for such termination and shall be provided a reasonable opportunity to present to the Board
his position regarding any dispute relating to the existence of such cause. In the event of a
dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer
shall choose a physician who together will choose a third physician to make a final determination
thereof. Upon a termination of the Executive’s employment with the Employer for Cause, the
Executive shall be entitled to receive from the Employer only such payments as are due and owing to
the Executive as of the effective date of such termination. If the Executive’s employment is
terminated for Cause pursuant to this Section, then the Employer shall only be required to pay the
Executive such Base Salary as shall have accrued through the effective date of such termination and
neither the Employer nor any of its Subsidiaries shall have any further obligations to the
Executive.



          (f) Payments Upon Death. In the event payments are due and owing under this Agreement
at the death of the Executive, payment shall be made to such beneficiary as the Executive may
designate in writing, or failing such designation, to the executor of his estate, in full
settlement and satisfaction of all claims and demands on behalf of the Executive.



          (g) Payments Prior to Permanent Disability. The Executive shall be entitled to the
compensation and benefits provided for under this Agreement for any period during the term of this
Agreement and prior to the establishment of the Executive’s Permanent Disability during which the
Executive is unable to work due to a physical or mental infirmity. Notwithstanding anything
contained in this Agreement to the contrary, until the date specified in a notice of termination
relating to the Executive’s Permanent Disability, the Executive shall be



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entitled to return to his
positions with the Employer as set forth in this Agreement in which event no Permanent Disability
of the Executive will be deemed to have occurred.




          (h) Termination Upon Change of Control.



               (i) In the event of a Change of Control (as defined below) and the termination of the
Executive’s employment by the Employer or its successor, as applicable, within the one (1) year
period immediately following the Change of Control, subject to Section 5(h)(iii) below, the
Executive shall be entitled to receive in lieu of any other payments provided for in this Agreement
an amount equal to the aggregate cash payments due to the Executive under Section 5(c)(i) and
reimbursement of COBRA payments as if such termination of his employment were pursuant to Section
5(c) (Premature Termination); provided, however, that the continued payment of these amounts by the
Employer shall not offset or diminish any compensation or benefits. Payment to the Executive will
be made on the Employer’s regular pay dates over the number of months that were remaining on the
term of this Agreement at the time of termination.



               (ii) For purposes of this Section, the term “Change of Control” shall mean the following:



                    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 Holding
Company; or



                    B. Consummation of: (1) a merger or consolidation to which the Holding Company is a party if
the stockholders immediately before such merger or consolidation do not, as a result of such merger
or consolidation, own, directly or indirectly, more than sixty-seven percent (67%) 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 Holding Company’s voting securities 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 Holding Company.


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




               (iii) It is the intention of the Employer and the Executive that no portion of any payment
under this Agreement, or payments to or for the benefit of the Executive under any other agreement
or plan, be deemed to be an “Excess Parachute Payment” as defined



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in Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), or its successors. It is agreed that the present
value of and payments to or for the benefit of the Executive in the nature of compensation, receipt
of which is contingent on the Change of Control of the Employer, and to which Section 280G of the
Code applies (in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar
($1.00) less than the maximum amount which the Employer may pay without loss of deduction under
Section 280G(a) of the Code. Present value for purposes of this Agreement shall be calculated in
accordance with Section 280G(d)(4) of the Code. Within ninety (90) days following the earlier of
(A) the giving of the notice of termination or (B) the giving of notice by the Employer to the
Executive of its belief that there is a payment or benefit due the Executive which will result in
an excess parachute payment as defined in Section 280G of the Code, the Executive and the Employer,
at the Employer’s expense, shall obtain the opinion of such legal counsel and certified public
accountants as the Executive may choose (notwithstanding the fact that such persons have acted or
may also be acting as the legal counsel or certified public accountants for the Employer), which
opinions need not be unqualified, which sets forth (I) the amount of the Base Period Income of the
Executive, (II) the present value of Total Payments and (III) the amount and present value of any
excess parachute payments. In the event that such opinions determine that there would be an excess
parachute payment, the payment hereunder or any other payment determined by such counsel to be
includable in Total Payments shall be modified, reduced or eliminated as specified by the Executive
in writing delivered to the Employer within sixty (60) days of the Executive’s receipt of such
opinions or, if the Executive fails to so notify the Employer, then as the Employer shall
reasonably determine, so that under the bases of calculation set forth in such opinions there will
be no excess parachute payment. The provisions of this subparagraph, including the calculations,
notices and opinions provided for herein shall be based upon the conclusive presumption that (y)
the compensation and benefits provided for in Section 3 hereof and (z) any other compensation
earned by the Executive pursuant to the Employer’s compensation programs which would have been paid
in any event, are reasonable compensation for services rendered, even though the timing of such
payment is triggered by the Change of Control; provided, however, that in the event such legal
counsel so requests in connection with the opinion required by this subparagraph, the Executive and
the Employer shall obtain, at the Employer’s expense, and the legal counsel
may rely on in providing the opinion, the advice of a firm of recognized executive
compensation consultants as to the reasonableness of any item of compensation to be received by the
Executive. In the event that the provisions of Sections 280G and 4999 of the Code are repealed
without succession, this subparagraph shall be of no further force or effect.




          (i) Regulatory Suspension and Termination.



               (i) If the Executive is suspended from office and/or temporarily prohibited from participating
in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. §
1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, the Employer’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 Employer may in its discretion (A) pay the
Executive all or part of the compensation withheld while their contract obligations were suspended
and (B) reinstate (in whole or in part) any of the obligations which were suspended.



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               (ii) If the Executive is removed and/or permanently prohibited from participating in the
conduct of the Employer’s affairs by an order issued under Section 8(e) (12 U.S.C. § 1818(e)) or
8(g) (12 U.S.C. § 1818(g)) of the FDIA, all obligations of the Employer under this contract shall
terminate as of the effective date of the order, but vested rights of the contracting parties shall
not be affected.



               (iii) If the Employer is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the
FDIA, all obligations of the Employer under this contract shall terminate as of the date of
default, but this paragraph shall not affect any vested rights of the contracting parties.



               (iv) All obligations of the Employer 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 by the Federal Deposit Insurance Corporation (the “FDIC”), at the time the FDIC enters
into an agreement to provide assistance to or on behalf of the Employer under the authority
contained in Section 13(c) (12 U.S.C. § 1823(c)) of the FDIA, or when the Employer is determined by
the 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.



     Section 6. Non-Competition Covenant.



          (a) Restrictive Covenant. The Employer and the Executive have jointly reviewed the
customer lists and operations of the Employer and the Subsidiaries and have agreed that the primary
service area of the Employer’s, the Holding Company’s and the Subsidiaries’ lending and deposit
taking functions in which the Employer will actively participate immediately after the Effective
Date encompasses Effingham County, Illinois, and the area within twenty-five (25) miles of the
border of such county (the “Restrictive Area”).



          (b) Therefore, as an essential ingredient of and in consideration of this Agreement and the
payment of the amounts described in Section 3, the Executive hereby agrees that, except with the
express prior written consent of the Employer, for a period of one (1) year after the termination
of the Executive’s employment with the Employer, whether such termination of employment occurs
during the term of this Agreement or following the term or termination of this Agreement (the
"Restrictive Period”):



               (i) The Executive 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 Executive’s name or any similar name
to, lend the Executive’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 the Executive 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.



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               (ii) The Executive will not, directly or indirectly, either for himself, or any other
Financial Institution: (A) induce or attempt to induce any employee of the Employer or its
Subsidiaries to leave the employ of the Employer or its Subsidiaries; (B) in any way interfere with
the relationship between Employer or its Subsidiaries and any employee of Employer or its
Subsidiaries; (C) employ, or otherwise engage as an employee, independent contractor or otherwise,
any employee of Employer or its Subsidiaries; or (D) induce or attempt to induce any customer,
supplier, licensee, or business relation of Employer or its Subsidiaries to cease doing business
with the Employer or its Subsidiaries or in any way interfere with the relationship between any
customer, supplier, licensee or business relation of Employer or its Subsidiaries.



               (iii) The Executive will not, directly or indirectly, either for himself, or any other
Financial Institution, solicit the business of any person or entity known to the Executive to be a
customer of the Employer or its Subsidiaries, whether or not such Executive had personal contact
with such person or entity, with respect to products or activities which compete in whole or in
part with the products or activities of the Employer or its Subsidiaries.



               (iv) The Executive will not, directly or indirectly, serve as the agent, broker or
representative of, or otherwise assist, any person or entity in obtaining services or products from
any Financial Institution within the Restrictive Area.



               (v) The Executive expressly agrees that the covenants contained in this Section 6(a) are
reasonable with respect to their duration, geographical area, and scope.



          (c) Violation of Restrictive Covenant. If the Executive violates the restrictions
contained in Section 6(a) and the Employer brings legal action for injunctive or
other relief, the Employer shall not, as a result of the time involved in obtaining such
relief, be deprived of the benefit of the full period of the Restrictive Period. Accordingly, the
Restrictive Period shall be deemed to have the duration specified in Section 6(a) computed from the
date the relief is granted but reduced by the time between the period when the Restrictive Period
began to run and the date of the first violation of the restrictions contained in Section 6(a) by
the Executive. In the event that a successor assumes and agrees to perform this Agreement, the
restrictions contained in Section 6(a) shall continue to apply only to the primary service area of
the Employer as it existed immediately before such assumption and shall not apply to any of the
successor’s other offices.



          (d) Remedies for Breach of Restrictive Covenant. The Executive acknowledges that the
restrictions contained in Sections 4 and 6(a) of this Agreement are reasonable and necessary for
the protection of the legitimate business interests of the Employer, that any violation of these
restrictions would cause substantial injury to the Employer and such interests, that the Employer
would not have entered into this Agreement with the Executive without receiving the additional
consideration offered by the Executive in binding himself to these restrictions and that such
restrictions were a material inducement to the Employer to enter into this Agreement. In the event
of any violation or threatened violation of these restrictions, the Employer, in addition to and
not in limitation of, any other rights, remedies or damages available to the Employer under this
Agreement or otherwise at law or in equity, shall be entitled to preliminary and permanent
injunctive relief to prevent or restrain any such violation by the



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Executive and any and all
persons directly or indirectly acting for or with him, as the case may be.




     Section 7. Intercorporate Transfers. If the Executive shall be voluntarily
transferred to a Subsidiary, such transfer shall not be deemed to terminate or modify this
Agreement and the employing corporation to which the Executive shall have been transferred shall,
for all purposes of this Agreement, be construed as standing in the same place and stead as the
Employer as of the date of such transfer, provided however, that this Section 7 shall not modify
Employer’s obligations under Section 2, 3 and 5 hereof.



     Section 8. Interest in Assets. Neither the Executive nor his estate shall acquire
hereunder any rights in funds or assets of the Employer, otherwise than by and through the actual
payment of amounts payable hereunder; nor shall the Executive or his estate have any power to
transfer, assign, anticipate, hypothecate or otherwise encumber in advance any of said payments;
nor shall any of such payments be subject to seizure for the payment of any debt, judgment,
alimony, separate maintenance or be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise of the Executive.



     Section 9. Indemnification. The Employer shall provide the Executive (including his
heirs, personal representatives, executors and administrators) for the term of this Agreement with
coverage under a standard directors’ and officers’ liability insurance policy at its expense.



Section 10. General Provisions.




          (a) Successors; Assignment. This Agreement shall be binding upon and inure to the
benefit of the Executive, his heirs, legatees and personal representatives, the Employer and its
successors and assigns, and any successor or assign of the Employer shall be deemed the “Employer”
hereunder. The Employer shall require any successor to all or substantially all of the business
and/or assets of the Employer, whether directly or indirectly, by purchase, merger, consolidation,
acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the
Executive, expressly to assume and agree to perform this Agreement in the same manner and to the
same extent as the Employer would be required to perform if no such succession had taken place.



          (b) Entire Agreement; Modifications. This Agreement constitutes the entire agreement
between the parties respecting the subject matter hereof, and supersedes all prior negotiations,
undertakings, agreements and arrangements with respect thereto, whether written or oral, and
without limiting the foregoing, the Executive hereby agrees and acknowledges that this Agreement
supersedes, and he shall have no rights to payments or otherwise under, that certain Management
Continuity Agreement by and between Executive and Illinois Community Bancorp, Inc. dated July 26,
2002, as such may have been amended. Except as otherwise explicitly provided herein, this
Agreement may not be amended or modified except by written agreement signed by the Executive and
the Employer.



          (c) Survival. The provisions of Sections 4 and 6 and the payment obligations of
Section 5 that are in pay status shall survive the expiration or termination of this Agreement, in
each case for the period set forth in such section.



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          (d) Enforcement and Governing Law. The provisions of this Agreement shall be regarded
as divisible and separate; if any of said provisions should be declared invalid or unenforceable by
a court of competent jurisdiction, the validity and enforceability of the remaining provisions
shall not be affected thereby. This Agreement shall be construed and the legal relations of the
parties hereto shall be determined in accordance with the laws of the State of Illinois without
reference to the law regarding conflicts of law.



          (e) 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 Executive within twenty-five (25) miles from the
location of the main office of the Employer, in accordance with the employment 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 the Executive shall be entitled to seek
specific performance of his right to be paid through the date of termination during the pendency of
any dispute or controversy arising under or in connection with this Agreement.



          (f) Legal Fees. All reasonable legal fees paid or incurred by the Executive pursuant
to any dispute or question of interpretation relating to this Agreement shall be paid or
reimbursed by the Employer if the Executive is successful on the merits pursuant to a legal
judgment, arbitration or settlement.



          (g) Waiver. No waiver by either party at any time of any breach by the other party
of, or compliance with, any condition or provision of this Agreement to be performed by the other
party, shall be deemed a waiver of any similar or dissimilar provisions or conditions at the same
time or any prior or subsequent time.



          (h) Notices. Notices pursuant to this Agreement shall be in writing and shall be
deemed given when received; and, if mailed, shall be mailed by United States registered or
certified mail, return receipt requested, postage prepaid; and if to the Employer, addressed to the
principal headquarters of the Employer, attention: Chairman of the Board; or, if to the Executive,
to the address set forth below the Executive’s signature on this Agreement, or to such other
address as the party to be notified shall have given to the other.



[This Space Left Intentionally Blank]




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     In Witness Whereof, the parties have executed this Agreement as of the date first
above written.



	 	 	 	 	 	 	 
	Centrue Bank
	 	 	Roger D. Dotson
	 
	 	 	 	 	 	 
	By:
	 	/s/ Thomas A. Daiber	 	/s/ Roger D. Dotson
	 
	 	 	 	 
	

	 	Name:
	 	Thomas A. Daiber
	 	Signature
	

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	Roger D. Dotson

	

	 	 	 	 	 	 
	

	 	 	 	 	 	Printed Name
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Address