**Exhibit10.(ii)(7)**

 

**MANAGEMENTCONTINUITY AGREEMENT**

 

This ManagementContinuity Agreement (“Agreement”) is made and entered into as of **July 1, 2003**, by and between **Illini Bank** (“BANK), a bank organized underthe laws of Illinois, and **Lori Lee Griffin**** **(“Officer”),4420 Harvard Drive, Springfield, Illinois.

 

**WITNESSETH**

 

**WHEREAS**, the Officer is seeking employment with Illini as credit manager withthe salary as set forth in this Agreement;

 

**WHEREAS**, Illini wishes to attract and retain highly qualified executives andto achieve this goal it is in the best interests of Illini to secure thecontinued services of the Officer and to reward the Officer in accordance withthe Officer’s contributions to Illini’s success;

 

**WHEREAS**, In order to provide the Officer a measure of security with respect toher employment with Illini so that the Officer will be in a position to act inthe best interests of Illini, without concern as to the Officer’s own financialsecurity, and in order to induce the Officer to remain in employment withIllini, Illini and Officer are willing to agree that employment of the Officershall be terminable only for such reasons and upon such conditions as arespecifically set forth in the employment agreement between Illini and Officer;

 

**WHEREAS,**Illini is willing, in orderto compensate the Officer fairly for the Officer’s contribution to theprosperity of Illini, and in order to induce the Officer to remain inemployment with Illini, to agree that Officer shall be compensated inaccordance with the terms and conditions herein; and

 

**NOW**, **THEREFORE**,Illini and Officer agree as follows:

 

**Section1. EMPLOYMENT**

 

**(1.1)  Term.** Illini shall continue to employ the Officer as its **Credit Manager** until December 31, 2005,(the “Term”) unless terminated prior to the expiration of the Term pursuant toSection 2.

 

**(1.2)  Compensation.** As compensation for services provided to Illini by the Officer pursuantto this Agreement, Illini shall pay the Officer an annual base salary of$55,000.00, which salary may be increased from time to time and is retroactiveto May 1, 2003. The Officer shall also be eligible to actively participate inany other compensation and benefit plans generally available to executiveemployees of Illini of like grade and salary including, but not limited to,retirement plans, group life, disability, accidental death and dismemberment,

 

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travel and accident, andhealth and dental insurance plans, incentive compensation plans, stockcompensation plans, deferred compensation plans, supplemental retirement plans,qualified and non-qualified incentive stock option plans, and excess benefitplans, all as described from time to time in Exhibit A which shall beupdated at least annually. Such other compensation and benefit plans arehereinafter referred to collectively as the “Compensation and Benefits Plans”.

 

**(1.3)  Duties.** Officer shall perform such duties and functions as are assigned to herby the bylaws of Illini, as amended or restated, by the Boards of Directors ofIllini, or by a duly authorized committee of the Boards of Directors of Illini.The duties of the Officer shall be described in detail in Exhibit B tothis Agreement which, if necessary, shall be updated at least annually.

 

**(1.4)  Duty OfLoyalty.** The Officer shall work full-time for Illinionly, or for a subsidiary thereof, provided that:

 

(a) The Officer may alsoengage in charitable, civic and other similar activities;

 

(b) With the consent ofthe Board of Directors of Illini, the Officer may serve as a director of abusiness organization not competing with Illini; and

 

(c) The Officer may makesuch investment and reinvestment in business activities as shall not require asubstantial portion of his time.

 

**(1.5) Duty Not To Disclose Confidential Information.** The Officer acknowledges that his relationship with Illini is one ofhigh trust and confidence, and that the Officer has access to ConfidentialInformation (as hereinafter defined) of Illini. The Officer shall not directlyor indirectly, communicate, deliver, exhibit or provide ConfidentialInformation to any person, firm, partnership, corporation, organization orentity, except as required in the normal course of the Officer’s duties. Theduties contained in this paragraph shall be binding upon the Officer during thetime that the Officer is employed under this Agreement and following thetermination of such employment.  Suchduties will not apply to any such Confidential Information that is or becomesin the public domain through no action on the part of the Officer, is generallydisclosed to third parities by Illini without restriction on such thirdparties, or is approved for release by written authorization of the Board ofDirectors of Illini.  The term“Confidential Information” shall mean any and all confidential, proprietary, orsecret information relating to Illini’s business, services, customers, businessoperations, or activities and any and all trade secrets, products, methods ofconducting business, information, skills, knowledge, ideas,

 

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know-how or devices usein, developed by, or pertaining to Illini’s business and not generally known,in whole or in part, in any trade or industry in which Illini is engaged. Theterms, definitions, and provision of the Illinois Trade Secrets Act, 765 ILCS1065/1 through 1065/9 are incorporated herein by reference and made a parthereof.

 

**Section2. TERMINATION**

 

**(2.1)  Termination ofAgreement**.  Upon approval by the Board of Directors of IlliniCorporation, this Agreement shall upon its maturity on **December 31, 2005** be extended from thatdate for one additional year and thereafter upon approval by the Board ofDirectors of Illini shall be extended in increments of one year upon eachsubsequent anniversary date unless Illini terminates or Officer terminates inaccordance with Section 2.2. In the event of a termination by Illini or by theOfficer all obligations hereunder shall terminate except as specifically setforth in the Agreement.

 

**(2.2) Termination by Officer**.

 

**VoluntaryTermination.** Theofficer may voluntarily terminate this Agreement by providing thirty daysnotice to Illini, in which event Illini shall have no further obligation to theOfficer hereunder from the date of such termination except to pay Officerearned but unpaid salary and benefits and to honor vested option rights withoutimposing further condition or reduction thereof and the Officer shall have nofurther obligation to Illini hereunder except the duty to not disclose ConfidentialInformation in accordance with Section 1.5 and the duty to not engage in anyway in competition with Illini for a period of one year.

 

**Termination By Retirement. **In the event Officer retires from Illini, Illini shall have no furtherobligation to the Officer, his heirs, or legatees hereunder from the date ofsuch termination, except to pay Officer or his heirs or legatees earned butunpaid salary and benefits due under the Compensation and Benefit Plans and tohonor vested option rights without imposing further condition or reductionthereof, and the heirs and legatees of the Officer shall have no furtherobligation. For purposes of this Agreement, to retire means the voluntary andpermanent cessation of work by Officer with the intention to not resumework of any type.

 

**TerminationBy Death.** In theevent the Officer’s employment with Illini is terminated due to the Officer’sdeath, Illini shall have no further obligation to the Officer, his heirs, orlegatees hereunder from the date of such termination, except to pay his heirsor legatees earned but unpaid salary and benefits due under the Compensationand Benefit Plans and to honor vested option rights

 

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without imposing furthercondition or reduction thereof and the heirs and legatees of the Officer shallhave no further obligation.

 

**TerminationBy Disability.** Inthe event the Officer’s employment with the Illini is terminated due to theOfficer’s Permanent Disability, Illini shall have no further obligation to theOfficer hereunder from the date of such termination except to pay at thedirection of Officer or person empowered by Officer to direct payment earnedbut unpaid salary and benefits due under the Compensation and Benefit Plans andto honor vested option rights without imposing further condition or reductionthereof and Illini shall have no further obligation to Officer or personempowered by Officer to direct payments due under the Agreement. For purposesof this Agreement, the term “Permanent Disability” means a physical or mentalcondition of the Officer which:

 

(a)  Has continued uninterrupted for six months;

 

(b)  Is expected to continue indefinitely; and

 

(c) Is determined byIllini to render the Officer incapable of adequately performing his dutiesunder Section 1.3 of this Agreement.

 

Incase of dispute in applying “Permanent Disability” to a physical or mentalcondition of Officer, the test of disability used by the United States SocialSecurity Administration for the same or similar purposes shall be the finalstandard for determining the “Permanent Disability” of the Officer.

 

**(2.3) Termination By Illini.**

 

**Termination Without Cause.** Illini may terminate this Agreement without cause byproviding thirty days notice to the Officer. In such event, the Officer shallhave no further obligation to Illini hereunder, except the duty to not discloseConfidential Information in accordance with Section 1.5, and Illini shall haveno further obligation to the Officer hereunder from the date of suchtermination except (i) to pay to the Officer that salary earned but unpaidprior to date of termination, and any other benefits under the Compensation andBenefit Plans without imposing further condition or reduction; and provided,however, that any benefit to be provided by a Compensation and Benefit Plan maybe provided by Illini through cash or equivalent value or through anonqualified arrangement if, in the judgment of Illini, permitting the Officerto participate in such plan after the date of termination would adverselyaffect the tax status of such plan, and if, in the judgment of the Officer, anyproposed cash or equivalent value through a nonqualified arrangement would notmaterially increase the tax liabilities of Officer under federal or stateincome tax or estate tax laws.

 

**Termination With Cause**. Illini may terminate this Agreement for Cause at anytime. For purposes of this Agreement, Cause shall mean:

 

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(a)          An act of insubordination by Officer that the Officerleaves uncorrected after written notice of the act by Illini, or upon a secondor repeated act of insubordination;

 

(b)         Violation of federal or state banking law orregulation resulting in a formal action against Officer by any regulatory bodyor agency;

 

(c)          The Officer’s willful and material breach of aprovision of this Agreement after the Board of Directors delivers a writtendemand to cure such breach, which specifically identifies the manner in whichthe Board of Directors believes that the Officer has willfully and materiallybreached his duties, or

 

(d)         The Officer willfully engages in illegal conduct orgross misconduct that, in the opinion of the Board of Directors, materiallyinjures Illini.

 

For purposes ofdetermining whether “Cause” exists, no act or failure to act, on the Officer’spart shall be considered “willful,” unless it is done, or omitted to be done,by the Officer in bad faith or without reasonable belief by the Officer thathis action or omission was in the best interest of Illini. In the event of theOfficer’s termination for Cause, Illini will have no further obligation to theOfficer under the Agreement from the date of such termination.

 

**(2.4) Termination of Related Offices**. The parties agree that in the event Officer’s employment by Illini isterminated for any reason, Officer will be deemed to have immediately resignedfrom all other positions or offices held with Illini, including anydirectorships with Illini, or any subsidiaries thereof.

 

**(2.5) Officer’s Costs of Enforcement**. Illini shall pay all expenses of the Officer, including but not limitedto attorney’s fees, incurred in enforcing payments by Illini pursuant to thisAgreement.  The obligation of Illini forthe payment of expenses of the Officer, including attorney’s fees, shall belimited to questions of whether a particular payment is due the Officer andenforcing payment thereof by Illini.

 

**(2.6) Vesting of Benefits.** Stock options granted toOfficer shall vest fully upon termination of employment of Officer except forvoluntary terminations by Officer, or terminations for cause by Illini.

 

**Section 3. MISCELLANEOUS**

 

**(3.1) Assignment of Officer’s Rights**. The Officer may not assign, pledge or otherwise transfer any of thebenefits of this Agreement either before or after termination of employment,and any purported assignment, pledge or transfer of any payment to be made byIllini hereunder shall be void and of no effect.  No payment to be made to the Officer hereunder shall be subjectto the claims of creditors of the Officer.

 

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**(3.2) Agreements Binding on Successor.**This Agreement shall be binding and inureto the benefit of the parties hereto and their respective successors, assigns,personal representatives, heirs, legatees and beneficiaries.

 

**(3.3) Notices.**  Any noticerequired or desired to be given under this Agreement shall be deemed given ifin writing and sent by first class mail to the Officer or Illini, at his or itsaddress as set forth above, or to such other address of which either theOfficer or Illini shall notify the other in writing.

 

**(3.4) Waiver of Breach**.  The waiverby either party of a breach of any provision of this Agreement shall notoperate or be construed as a waiver of any subsequent breach by either theOfficer or Illini.

 

**(3.5) Intellectual Property Rights. **Officer shall have sole and exclusive rights overany intellectual property created by him while employed under this Agreement,and shall not be subject to claims by Illini of rights they may have underequity or statute arising from Officer’s employment with Illini.

 

**(3.6) Entire Agreement.** This Agreement contains the entire understanding ofthe parties and supersedes prior agreements between Officer and Illini.  It may be modified or amended only by anagreement in writing signed by the party against whom enforcement of any changeor amendment is sought.

 

**(3.6)  Severability ofProvisions.** If for any reason any paragraph, term orprovision of this Agreement is held to be invalid or unenforceable, all othervalid provisions herein shall remain in full force and effect and allparagraphs, terms and provisions of this Agreement shall be deemed to beseveral in nature.

 

**(3.7) Governing Law**.  ThisAgreement is made in, and shall be governed by, the laws of the State ofIllinois.

 

**IN WITNESS WHEREOF**, the parties have executed this Agreement as of theday and year first set forth above.

 

 
| **ILLINI  BANK** | **Lori  Lee Griffin** |
|------------------|-----------------------|
|             |                  |
| By:              | /s/ Burnard K. McHone |   | /s/ Lori Lee Griffin |   |
| Its:             | President             | Date: | 7-8-03 |   |
| Date:            | May 12, 2003          |   |
|                  |                       |  |  |  |  |

 

 

 

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**EXHIBITA**

 

**DESCRIPTIONof COMPENSATION and BENEFITS**

 

[Insert listing ofcompensation and benefits.]

 

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**EXHIBITB**

 

**OFFICERRESPONSIBILITIES and DUTIES**

 

(Attach Illini HumanResources job description.)

 

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