exhibit10-1_111507.htm


    AGREEMENT

    


    This
      Agreement is entered into as of October 25, 2007 by and between CFS Bancorp,
      Inc. and Citizens Financial Bank, located at 707 Ridge Road, Munster, Indiana
      (collectively, the "Employer") and Zoran Koricanac
      ("Employee").  WHEREAS, the parties desire to enter into this
      Agreement regarding the separation of Employee's employment.  NOW,
      THEREFORE, in consideration of the mutual promises, the receipt and adequacy
      of
      which are acknowledged, the parties agree as follows:

    


    1.           Employee
      acknowledges that Employee's last day of employment with Employer will be
      December 1, 2007.

    


    2.           After
      the expiration of the revocation period referred to in paragraph 14, provided
      that Employee has not revoked this Agreement, Employer will pay Employee the
      sum
      of Sixty Thousand Dollars ($60,000), less his standard deductions, which amount
      Employee acknowledges that Employee is not otherwise entitled to
      receive.

    


    3.           Employee
      has not filed any complaints, charges or lawsuits against Employer with any
      governmental agency or any court.  Employee will not do so in the
      future, except for the sole purpose of enforcing Employee's rights under this
      Agreement.

    


    4.           Employee's
      existing health benefits coverage will continue through December 31, 2007. 
Employee has been informed of, and understands his rights to continuation of
      his
      health benefits under the health benefit provisions of the Consolidated Omnibus
      Budget Reconciliation Act (COBRA).

    


    5.           Provided
      that Employee fully complies with all of the terms and conditions of this
      Agreement, Employer will pay Employee the sum of Sixty Thousand Dollars
      ($60,000), as indicated in Item 2, above, less standard deductions . The
      first of two payments will be made on December 7, 2007 for the amount of
      $10,000.

    The
      second payment will be made on January 4, 2008 for the amount of
      $50,000.  Employee further 

    acknowledges
      that he has been provided with a copy of his Optionee Statement, and understands
      he shall have thirty (30) days from December 1, 2007 to exercise his stock
      options issued under the CFS Bancorp, Inc. 2003 Stock Option Plan.

    


    6.           Employee
      and Employee's heirs, executors and administrators, irrevocably and
      unconditionally release and forever discharge Employer, all of Employer's
      subsidiaries and related companies, and all of their shareholders, directors,
      officers, employees, agents and representatives, and all of their heirs,
      executors and administrators, of and from any and all actions, suits, charges
      of
      unlawful conduct, promises, and damages, whatsoever, which Employee now has
      against them or ever had, or which Employee's heirs, executors or administrators
      may have, on or at any time prior to the date of this Agreement, including
      but
      not limited to:

    


     
      A.           All claims
      of any kind allegedly based upon an actual or implied agreement, contract,
      promise, written or oral statement made by and between the Employer and the
      Employee, including, but not limited to, the Employment Agreements dated
      December 3, 2004 between Citizens Financial Bank and the Employee and between
      CFS Bancorp and the Employee, which agreements are hereby terminated, deemed
      to
      be null and void, and shall have no further force and effect, or the alleged
      breach of any such agreement, contract, promise, or oral or written
      statement;

    


     
      B.           All claims
      of wrongful termination of employment, discrimination of any kind, including
      but
      not limited to any claims allegedly arising under Title VII of the Civil Rights
      Act of 1964, Executive Order 11246, Age Discrimination In Employment Act, Older
      Workers Benefit Protection Act, Americans With Disabilities Act, National Labor
      Relations Act, Consolidated Omnibus Budget Reconciliation Act (COBRA), Employee
      Retirement Income Security Act, the Fair Employment and Housing Act, and any
      similar federal, state or local law ordinance, rule, regulation, order or common
      law;

    


     
      C.           All claims
      of any kind allegedly arising out of, or related to Employee's employment with
      Employer, the termination of such employment, or the failure or refusal of
      Employer to hire or reinstate Employee.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     
      D.           This
      release does not
      apply to any claim the employee can not lawful release.

    


    7.           Employee
      will return all of Employer's property which he has in his possession on or
      before December 1, 2007, including, but not limited to, any and all customer
      lists, be they electronic and/or hard copies, the company-owned automobile,
      and
      any other bank equipment.

    


    8.           Employee
      agrees to maintain as confidential any and all information or knowledge
      concerning Employer's business, its customers or suppliers that is not generally
      known in Employer's industry.  Employee agrees that for a period of
      six months following the date of termination he will not solicit any of the
      Bank's past or current customers or clients for the benefit of anyone other
      than
      the Bank or its affiliates.  However, the employee may submit a list
      to the Employer of clients before November 15, 2007 that the Employee proposes
      to contact 90 days after his termination; the employer may at its sole
      discretion, agree or refuse permission for such solicitation. If Employer
      approves a contact list, it will be counter-signed by the
      Employer.  Any client on the list which the Employer declines to be
      approved, may be stricken off the list . The Employee will not divulge the
      names
      of any of the Bank's past or then current customers to any other person,
      corporation or entity; and will not either directly or indirectly, induce or
      solicit any person to leave the employ of the Employer.

    


    9.           Employee
      also agrees to keep the existence of and the terms and conditions of this
      Agreement confidential, and that Employee as well as Employee's heirs,
      executors, administrators and agents, will not directly or indirectly disclose
      them to any person, firm or entity.

    


    10.         Employee
      and Employer both agree not to engage in any direct or indirect conduct or
      communications, either written or oral, which may in any way be deemed to be
      disparaging to the other party.

    


    11.         This
      Agreement shall be binding on all of the parties and their respective
      successors, heirs, legal representatives and assigns.

    


    12.         This
      Agreement shall be construed in accordance with the laws of the State of
      Indiana.

    


    13.         Employee
      understands and acknowledges that he has been informed of the requirements
      under
      the Older Workers Benefit Protection Act.  He acknowledges that he
      fully understands the legal significance of this Agreement, including the effect
      of the release provisions contained herein.  Employee has been
      instructed to seek legal counsel of his choosing to review this Agreement,
      including the effect of the release provisions contained
      herein.  Employee further states that he fully understands all terms
      and conditions of the Agreement, including the above-referenced release of
      all
      claims.

    


    14.         Employee
      shall have twenty-one (21) days to consider and then execute this
      Agreement.  Thereafter,
      Employee shall have seven (7) days to revoke the Agreement.  Should he
      decide to revoke this Agreement, he must provide written notice to Agnes C.
      Lasics, Senior Vice President of Citizens Financial Bank, at 707 Ridge Road,
      Munster, Indiana, on or before the expiration of the seven-day revocation
      period.

    


                           
      CITIZENS FINANCIAL BANK, Employer

    


                            /s/
      Agnes C.
      Lasics                                               


                            By:  Agnes
      C. Lasics

    


    EMPLOYEE
      HAS READ THIS AGREEMENT AND UNDERSTANDS THAT ITS TERMS ARE LEGALLY
      ENFORCEABLE.  EMPLOYEE HAS HAD THE OPPORTUNITY TO NEGOTIATE WITH
      EMPLOYER REGARDING THIS AGREEMENT, AND HAS HAD THE OPPORTUNITY TO CONFER WITH
      AN
      ATTORNEY FOR ASSISTANCE AND ADVICE.  EMPLOYEE HAS ENTERED INTO THIS
      AGREEMENT KNOWINGLY AND VOLUNTARILY.

    


    /s/
      Milka P.
      Kattan                                               
                  
/s/ Zoran
      Koricanac                                                


     

    WITNESS: Milka
      P.
      Kattan                                 
                   
EMPLOYEE:  Zoran
      Koricanac                             


    


               DATE: 
      November 15,
      2007