**Exhibit 10iii.2**

** **

**MANAGEMENTCONTINUITYAGREEMENT**

 

 

This ManagementContinuity Agreement (“Agreement”) is made and entered into as of thissixteenth day of December, 1999, by and between Illini Corporation, an Illinoiscorporation with an office at 3200 West Ties Avenue, Springfield, Illinois62707 (the “Company”), and James L. Adkins, whose address is 309 South Vine,Williamsville, Illinois, 626937 (the “Officer”).

 

**WITNESSETH**

 

**WHEREAS,**the Officer is employed by theCompany and the Company’s subsidiary, Illini Bank, an Illinois bankingcorporation (the “Bank”), as an officer of the Company and the Bank,respectively, with the title and salary current at the date of this Agreementas set forth in this Agreement; and

 

**WHEREAS,** the Company wishes to attract andretain highly qualified executives and to achieve this goal it is in the bestinterests of the Company and the Bank to secure the continued services of theOfficer regardless of a change in control of the Company; and

 

**WHEREAS,**the Company is willing, in orderto provide the Officer a measure of security with respect to his employmentwith the Company and the Bank in the event of a change in control of theCompany so that the Officer will be in a position to act with respect to apossible change in control of the Company in the best interests of the Companyand its shareholders, without concern as to the Officer’s own financialsecurity, and in order to induce the Officer to remain in employment with theCompany and the Bank, to agree that employment of the Officer shall beterminable only for cause for a limited period after a change in control of theCompany.

 

**NOW, THEREFORE,** the Company and the Officeragree as follows:

 

 

**Section1Employment**

 

**1.1   Term.**TheCompany shall employ the Officer and the Officer shall remain in employmentwith the Company and the Bank for a period of three years from the CommencementDate (herein called the Term). Annually, effective on the anniversary of the 

 

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Commencement Date, the Term of this Agreement shall be extended for oneadditional year, unless the Board of Directors of the Company takes action tonot extend the Term prior to such anniversary of the Commencement Date of thisAgreement. The Term may be otherwise extended by written amendment to thisAgreement, which amendment specifically refers to this Agreement, signed by theCompany and the Officer.

 

**1.2   Compensation.**As compensation for services provided to the Company and the Bank by theOfficer pursuant to this Agreement, the Company shall cause the Bank to pay theOfficer an annual base salary of $70,000.00, which salary may be increased fromtime to time by the Company or the Bank. The Officer shall also be eligible toactively participate in any other compensation and benefit plans generallyavailable to executive employees of the Company or the Bank of like grade andsalary including, but not limited to, retirement plans, group life,disability~, accidental death and dismemberment, travel and accident, andhealth and dental insurance plans, incentive compensation plans, stockcompensation plans, stock option plans, deferred compensation plans,supplemental retirement plans and excess benefit plans. Such other compensationand benefit plans are hereinafter referred to collectively as the “Compensationand Benefits Plans”.

 

**1.3   Duties.**The Officer shall perform such duties and functions as are described inSchedule A to this Agreement. Such duties shall be updated annually by theBoards of Directors of the Company and the Bank, or by a duly authorizedcommittee of the Boards of Directors of the Company and the Bank. In the eventof an actual or potential Change in Control (as defined in Section 2.9), theOfficer shall perform his duties and functions in a manner that is consistentwith the best interest of the Company and its shareholders, without regard tothe effect that the potential or actual Change in Control may have on theOfficer personally.

 

**1.4   Duty of Loyalty.**The Officer shall work full-time for the Company and the Bank only, providedthat:

 

(a)    he may also engage in charitable, civic andother similar activities;

 

(b)           with the consent of theBoard of Directors of the Company, he may serve as a director of a businessorganization not competing with the Company; and

 

(c)            he may make suchinvestments and reinvestment in business activities as shall not require asubstantial portion of his time.

 

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**1.5   Duty Not toDisclose Confidential Information.**The Officer acknowledgesthat his relationship with the Company and the Bank is one of high most andconfidence and that he has access to Confidential Information (as hereinafterdefined) of the Company and the Bank. The Officer shall not, directly orindirectly, communicate, deliver, exhibit or provide any 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 he is employed by the Company and following the termination of suchemployment. Such duties will not apply to any such Confidential Informationwhich is or becomes in the public domain through no action on the part of theOfficer, is generally disclosed to third parities by the Company withoutrestriction on such third parties, or is approved for release by writtenauthorization of the Board of Directors of the Company. The term “ConfidentialInformation” shall mean any and all confidential, proprietary, or secretinformation relating to the Company’s or the Bank’s business, services,customers, business operations, or activities and any and all trade secrets,products, methods of conducting business, information, skills, knowledge,ideas, know-how or devices used in, developed by, or pertaining to theCompany’s or the Bank’s business and not generally known, in whole or in part,in any trade or industry in which the Company or the Bank is engaged.

 

**Section2Termination**

 

**2.1 Termination of Agreement.**Unless sooner****terminatedin accordance with the terms of this Section 2, this Agreement shall terminateat the expiration of the Term, and all obligations hereunder shall terminateexcept as specifically set forth in Section *2.5.*The Officer may, with the consent ofthe Company, continue in the employ of the Company and the Bank after theexpiration of the Term on such terms and conditions as may be agreed upon bythe Company and the Officer.

 

**2.2****Termination by****the Officer.**The officer mayvoluntarily terminate this Agreement by providing thirty days notice to theCompany, in which event the Company shall have no further obligation to theOfficer hereunder from the date of such termination and the Officer shall haveno further obligation to the Company hereunder except the duty to not discloseConfidential Information in accordance with Section 1.5. In the event theOfficer’s employment with the Company and the Bank is terminated due to theOfficer’s death, the Company shall have no further obligation to the Officer,his heirs or legatees hereunder from the date of such termination, except topay any benefits due under the Compensation and Benefit Plans. In the event theOfficer’s employment with the Company and the Bank is terminated due to theOfficer’s Permanent Disability, the Company shall have no further obligation tothe Officer hereunder from the date of such termination, except, to paybenefits due under the Compensation and Benefit Plans. For purposes of thisAgreement, the term “Permanent Disability” means a physical or mental conditionof the Officer which:

 

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(a)           has continueduninterrupted for six months;

 

(b)          is expected to continueindefinitely; and

 

(c)           is determined by theCompany to render the Officer incapable of adequately performing his dutiesunder Section 1.3 of this Agreement.

 

**2.3 Termination by the Company Without Cause.**Thecompany may terminate this Agreement without cause prior to the Firm Term (ashereinafter defined), by providing thirty days notice to the Officer. In suchevent, the Officer shall have no further obligation to the Company hereunder,except the duty to not disclose Confidential Information in accordance withSection 1.5*,*and the Company shall have no further obligation to the Officerhereunder from the date of such termination except (i) to pay to the Officerthe salary payments described in Section 1.2, in the amount in effect on thedate of termination, for a period of twelve months from the date oftermination, (ii) to pay to the Officer any other benefits due under theCompensation and Benefit Plans for a period of twelve months from the date oftermination, and (iii) to pay to the Officer reasonable expenses of outplacement within the financial institutions industry during the twelve monthperiod following the date of termination; provided, however, out placementexpenses shall be paid only upon actually incurring such expenses and Officer’sfurnishing of evidence thereof to the Company and shall not include moving orrelocation expenses; and provided, however, that any benefit to be provided bya Compensation and Benefit Plan may be provided by the Company through cash ofequivalent value or through a nonqualified arrangement or arrangements if, inthe judgment of the Company, permitting the Officer to participate in such planafter the date of termination would adversely affect the tax status of suchplan.

 

**2.4   Termination by theCompany With Cause.**Prior to or during the Firm Term, theCompany may terminate this Agreement for Cause. For purposes of this Agreement,Cause shall mean;

 

(a)           the Officer’s willfuland material breach of the provisions of this Agreement after the Board ofDirectors delivers a written demand to cure such breach, which specificallyidentifies the

 

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mannerin which the Board of Directors believes that the Officer has not substantiallyperformed his duties, or

 

(b)          the Officer willfullyengages in illegal conduct or gross misconduct which materially and demonstrablyinjures the Company or the Bank.

 

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 interests of the Company. In the eventof the Officer’s termination for Cause, the Company will have no furtherobligation to the Officer under the Agreement from the date of suchtermination.

 

**2.5 Termination following Change in Control.**Inthe event there is a Change in Control of the Company, as defined in Section2.6, during the Term, and:

 

(a)           within the periodcommencing three months prior to the date of a Change in Control and ending sixmonths following the date of the Change in Control (the “Firm Term”), theOfficer’s employment hereunder is terminated by the Company other than forCause, as defined in Section 2.4; or

 

(b)          within the Firm Term,the Officer resigns from his employment hereunder upon thirty days writtennotice given to the Company within thirty days following a material change inthe Officer’s title, authorities or duties, in effect immediately prior to theChange in Control, a reduction in the compensation or a reduction in benefitsprovided pursuant to this Agreement or the Compensation and Benefit Plans belowthe amount of compensation and benefits in effect immediately prior to theChange in Control, or a change of the Officer’s principal place of employmentwithout his consent to a city more than 25 miles from Springfield, Illinois,

 

then the Officer shallhave no further obligation to the Company hereunder, except the duty not todisclose Confidential Information in accordance with Section 1.5, and the Companyshall have no further obligation to the Officer hereunder from the date oftermination except (i) to pay to the Officer the salary payments described inSection 1.2, in the amount in effect on the date of termination, for a periodof twelve months from the date of termination, (ii) to pay to the Officer anyother benefits due under the Compensation and Benefit Plans for a period oftwelve months from the date of termination and (iii) to pay to the Officerreasonable expenses of out placement within the financial institutions industryduring the twelve month period following the date of termination; provided,however, out placement expenses shall be paid only upon actually incurring suchexpenses and Officer’s furnishing of evidence thereof to the Company and

 

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shall not include movingor relocation expenses and provided, however, that any benefit to be providedby a Compensation and Benefits Plan may be provided by the Company through cashof equivalent value or through a nonqualified arrangement or arrangements if.in the judgment of the Company, permitting the Officer to participate in suchplan after the date of termination would adversely affect the tax status ofsuch plan.

 

**2.6****        Changein Control Defined.**A Change in Control of the Company shall have

occurred:

 

(a)           on the fifth daypreceding the scheduled expiration date of a tender offer by, or exchange offerby any corporation, person, other entity or group (other than the Company orany of its wholly owned subsidiaries), to acquire Voting Stock of the Companyif:

 

(i)             after giving effectto such offer such corporation, person, other entity or group would own 50% ormore of the Voting Stock of the Company;

 

(ii)          there shall have beenfiled documents with the Securities and Exchange Commission in connectiontherewith (or, if no such filing is required, public evidence that the offerhas already commenced); and

 

(iii) such corporation,person other entity or group has secured all required regulatory approvals toown or control 50% or more of the Voting Stock of the Company;

 

(b)           if the shareholders ofthe Company approve a definitive agreement to merger or consolidate the Companywith or into another corporation in a transaction in which neither the Companynor any of its wholly owned subsidiaries will be the surviving corporation, orto sell or otherwise dispose of all or substantially all of the Company’sassets to any corporation, person, other entity or group (other than theCompany or any of its wholly owned subsidiaries), and such definitive agreementis consummated;

 

(c)            if any corporation,person, other entity or group (other than the Company or any of its whollyowned subsidiaries) becomes the Beneficial Owner (as that term is defined inthe Securities and Exchange Commission’s Rule 13d-3 under the SecuritiesExchange Act of 1934) of stock representing *50%*or more of the Voting Stock of theCompany; or

 

(d)         ifduring any period of two consecutive years Continuing Directors cease tocomprise a majority of the Company’s Board of Directors.

 

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The term “ContinuingDirector’ means:

 

(a)            any member of theBoard of Directors of the Company at the beginning of any period of twoconsecutive years; and

(b)           any person whosubsequently becomes a member of the Board of Directors of the Company if:

 

(i)             such person’snomination for election or election to the Board of Directors of the Company isrecommended or approved by resolution of a majority of the ContinuingDirectors; or

 

(ii)          such person is includeda nominee in a proxy statement of the Company distributed when a majority ofthe Board of Directors of the Company consists of Continuing Directors.

 

“Voting Stock” shall meanthose shares of the Company entitled to vote generally in the election ofdirectors.

 

**2.7   Termination ofRelated Officers.**The parties agree that in the eventOfficer’s employment by the Company is terminated for any reason, Officer willimmediately resign from all other positions or offices held with the Company,including any directorships with the Company or the Bank.

 

**2.8   Officer’s Costs ofEnforcement.**The Company shall pay all expenses of theOfficer, including but not limited to attorney’s fees, incurred in enforcingpayments by the Company pursuant to this Agreement.

 

**Section3Miscellaneous**

 

**3.1   Assignment ofOfficer’s Rights.**The Officer may not assign, pledge orotherwise transfer any of the benefits of this Agreement either before or aftertermination of employment, and any purported assignment, pledge or transfer ofany payment to be made by the Company hereunder shall be void and of no effect.No payment to be made to the Officer hereunder shall be subject to the claimsof creditors of the Officer.

 

**3.2   Agreements Bindingon Successor.** This Agreement shall be binding and inure tothe benefit of the parties hereto and their respective successors, assigns,personal representatives, heirs, legatees and beneficiaries.

 

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**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 the Company at his orits address as set forth above, or to such other address of which either theOfficer or the Company shall notify the other in writing.

 

**3.4   Waiver of Breach.**Thewaiver by 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 the Company.

 

**3.5   Entire Agreement.**ThisAgreement contains the entire understanding of the parties and supersedes thePersonal Service Contract between the Officer, the Company and the Bank, whichwas effective October 30, 1996. It may be modified or amended only by an agreementin writing signed by the party against whom enforcement of any change oramendment is sought.

 

**3.6   Severability** of Provisions.If for any reason any paragraph, term or provision of this Agreement is held tobe invalid or unenforceable, all other valid provisions herein shall remain infull force and effect and all paragraphs, terms and provisions of thisAgreement shall be deemed to be severable in nature.

 

**3.7   Governing Law.**ThisAgreementis made in, and shall be governed by, the laws of the State ofIllinois.

 

**INWITNESS WHEREOF,**the parties****have executed this Agreementas of the day and year first set forth above.

 
|   | /s/ James L. Adkins    |             |   |
|--------|------------------------|------------------|--------|
|   | Officer                |             |
|   |                   |             |
|   | **ILLINI CORPORATION** |             |
|   |                   |             |
|   | **By:**                | /s/ Thomas Black |   |   |
|   | **Its:**               | Chairman         |   |   |
|        |                        |                  |        |  |  |  |

 

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