**Exhibit10.(ii)(9)**

 

**MANAGEMENTCONTINUITY AGREEMENT**

 

 

This ManagementContinuity Agreement (“Agreement”) is made and entered into as of **August 4, 2003** by and between IlliniCorporation, an Illinois bank holding company organized under the laws of theState of Illinois (“**Illini**”),Illini Bank, a bank organized under the Illinois Banking Act **(“Bank”)**, and Dennis B. Guthrie, 304 SouthEuclid Avenue, Princeton, Illinois,  **(“Officer”).**

 

**WITNESSETH**

 

**WHEREAS**, the Officer is seeking employmentwith Illini and Bank as Chief Financial Officer with the salary as set forth inthis Agreement;

 

**WHEREAS**, Illini wishes to attract andretain highly qualified executives and to achieve this goal it is in the bestinterests of Illini to secure the continued services of the Officer regardlessof a change in control of Illini, and to reward the Officer in accordance withhis contributions to Illini’s success;

 

**WHEREAS**, Illini and Officer are willing, inorder to induce the Officer to remain an employee of Illini, and to provide theOfficer a measure of security with respect to his employment with Illini in theevent of a change in control of Illini so that the Officer will be in aposition to act with respect to a possible change in control of Illini in thebest interests of Illini and its shareholders without concern as to theOfficer’s own financial security, to agree that employment of the Officer shallbe terminable only in accordance with Section II herein;

 

**WHEREAS,**Illini is willing, in order to compensate the Officer fairly for theOfficer’s contribution to the prosperity of Illini, and in order to induce theOfficer to remain in employment with Illini, to agree that Officer shall becompensated in accordance with the terms and conditions herein; and

 

**NOW**, **THEREFORE**, Illini and Officer agree asfollows:

 

**SectionI.  EMPLOYMENT**

 

**A.  Term.**  Illini shall continue to employ the Officeras its Chief Financial Officer until August 4, 2006,  (the “Term”) unless terminated prior to the expiration of theTerm pursuant to Section II herein.

 

**B.  Compensation.**  As compensation for services provided toIllini and Bank by the Officer pursuant to this Agreement, Illini shall pay theOfficer an annual base salary of $90,000.00 which salary may be increased fromtime to time. It is expressly understood that the annual base salary shall beallocated between Illini and Bank in accordance with the time devoted to eachposition.  The Officer shall also beeligible to participate in any other compensation and benefit

 

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plans generally availableto executive employees of Illini of like grade and salary including, but notlimited to, retirement plans, group life, disability, accidental death anddismemberment, travel and accident, and health and dental insurance plans,incentive compensation plans, stock compensation plans, deferred compensationplans, supplemental retirement plans, qualified and non-qualified incentivestock option plans, and excess benefit plans. Such other compensation and benefitplans are hereinafter referred to collectively as the “Compensation andBenefits Plans”.

 

**C.  Duties.**Officer shall perform such duties and functions as are assigned to him by thebylaws of Illini and Bank, as amended or restated by the Boards of Directors ofIllini and Bank. Illini shall provide the Officer with a description of hisduties at the inception of his employment which shall remain unchanged untilsuch time as changes in duties or function are approved by Illini’s Board ofDirectors. In the event of an actual or potential Change in Control (as definedin Section II, H), the Officer shall perform his duties and function in amanner that is consistent with the best interests of Illini and itsshareholders, without regard to the effect that the potential or actual Changein Control may have on the officer personally.

 

**D.  Duty Of Loyalty.** The Officer shall work full-time for Illinionly, or for a subsidiary thereof, provided that:

 

(a) He may also engage incharitable, civic and other similar activities;

 

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

 

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

 

**E. Duty Not To Disclose Confidential Information.**  The Officer acknowledges that hisrelationship with Illini is one of high trust and confidence, and that he hasaccess to Confidential Information, as hereinafter defined, of Illini andBank.  The Officer shall not directly orindirectly, communicate, deliver, exhibit or provide Confidential Informationto any person, firm, partnership, corporation, organization or entity, exceptas required in the normal course of the Officer’s duties. The duties containedin this paragraph shall be binding upon the Officer during the time that he isemployed under this Agreement and following the termination of such employment.Such duties will not apply to any such Confidential Information that is orbecomes in the public domain through no action on the part of the Officer, isgenerally disclosed to third parities by Illini without restriction on suchthird parties, or is approved for release by written authorization of the Boardof Directors of Illini.  The term“Confidential

 

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Information” shall meanany and all confidential, proprietary, or secret information relating to theIllini’s and Bank’s business, services, customers, business operations, oractivities and any and all trade secrets, products, methods of conductingbusiness, information, skills, knowledge, ideas, know-how or devices used in,developed by, or pertaining to Illini’s business and not generally known, inwhole or in part, in any trade or industry in which Illini is engaged.

 

**SectionII. TERMINATION**

 

**A.  Term of Agreement**.  This Agreement shall run for an initial termof three years from its inception. Subject to the approval of the Board ofDirectors of Illini, or unless Illini terminates for cause, or Officerterminates in accordance with Section II, the original agreement shall beextended each year for one additional year for each year that lapses from theinitial term so that the Agreement maintains a length of three years. In theevent of a termination by Illini for cause, or by the Officer under Section II,all obligations hereunder shall terminate except as specifically set forth inthe Agreement.

 

**B.Voluntary Termination by Officer.** The Officer may voluntarilyterminate this Agreement by providing thirty days notice to Illini, in whichevent Illini shall have no further obligation to the Officer hereunder from thedate of such termination except to pay Officer earned but unpaid salary andbenefits and to honor vested option rights without imposing further conditionor reduction thereof, and the Officer shall have no further obligation toIllini hereunder except the duty to not disclose Confidential Information inaccordance with Section I, E.

 

**C.Termination By Death Of Officer.** In the event the Officer’semployment with Illini is terminated due to the Officer’s death, Illini shallhave no further obligation to the Officer, his heirs or legatees hereunder fromthe date of such termination, except to notify Officer’s heirs or legatees ofearned but unpaid salary and benefits due under the Compensation and BenefitPlans and the value, terms and condition of vested option rights, and to payOfficer’s heirs or legatees amounts due officer hereunder without imposingfurther condition or reduction thereof and the heirs and legatees of theOfficer shall have no further obligation.

 

**D.Termination By Disability Of Officer.** In the event theOfficer’s employment with the Illini is terminated due to the Officer’sPermanent Disability, Illini shall have no further obligation to the Officerhereunder from the date of such termination except to notify the employee ofand pay at the direction of Officer or

 

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person empowered byOfficer to direct payment earned but unpaid salary and benefits due under theCompensation and Benefit Plans and to honor vested option rights withoutimposing further condition or reduction thereof, and Illini shall have nofurther obligation to Officer or person empowered by Officer to direct paymentsdue under the Agreement. For purposes of this Agreement, the term “PermanentDisability” means a physical or mental condition of the Officer which:

 

1.               Hascontinued uninterrupted for six months;

 

2.               Isexpected to continue indefinitely; and

 

3.               Isdetermined by Illini to render the Officer incapable of adequately performinghis duties.

 

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.

 

**E.  Termination byIllini Without Cause.** Illini may terminate this Agreement without cause prior to the Firm Termas hereinafter defined by providing thirty days notice to the Officer. In suchevent, the Officer shall have no further obligation to Illini hereunder, exceptthe duty to not disclose Confidential Information in accordance with Section I,E, and Illini shall have no further obligation to the Officer hereunder fromthe date of such termination except (i) to pay to the Officer the salarypayments described in Section I, B, in the amount in effect on the date oftermination, for a period of twelve months from the date of termination, (ii)to pay to the Officer earned but unpaid salary and any other benefits under theCompensation and Benefit Plans without imposing further condition or reduction,and (iii) to pay to the Officer reasonable expenses of out placement within thefinancial institutions or financial industry during the twelve month periodfollowing the date of termination; provided, however, out placement expensesshall be paid only upon actually incurring such expense and Officer’sfurnishing of evidence thereof to Illini and shall not include moving orrelocation expense; and provided, however, that any benefit to be provided by aCompensation and Benefit Plan may be provided by Illini through cash orequivalent value or through a nonqualified arrangement or arrangements if, inthe judgment of Illini, permitting the Officer to participate in such planafter the date of termination would adversely affect the tax status of suchplan, and if, in the judgment of the Officer, any proposed cash or equivalentvalue through a nonqualified arrangement or arrangement would not materiallyincrease the tax liabilities of Officer under federal or state income tax orestate tax laws.

 

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**F. Termination by Illini With Cause**. Priorto or during the Firm Term, Illini may terminate this Agreement for Cause.  For purposes of this Agreement, Cause shallmean;

 

1.               TheOfficer’s willful and material breach of a provision of this Agreement;  or

 

2.               TheOfficer willfully engages in illegal conduct or gross misconduct, whichmaterially and demonstrably injures 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, bythe Officer in bad faith or without reasonable belief by the Officer that hisaction 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.

 

**G. Termination Following Change in Control.**In the event there is a Change in Control of Illini, as defined in Section Hbelow, during the Term, and (1) within the period commencing twelve monthsprior to the date of a Change in Control and ending twelve months following thedate of the Change in Control (the “Firm Term”), the Officer’s employmenthereunder is terminated by the Illini other than for Cause, as defined inSection II, F; or (2) Within the Firm Term, the Officer resigns from hisemployment hereunder upon thirty days written notice given to Illini withinthirty days following a material change in the Officer’s title, authorities orduties, in effect immediately prior to the Change in Control, a reduction inthe compensation or a reduction in benefits provided pursuant to this Agreementor the Compensation and Benefit Plans below the amount of compensation andbenefits in effect immediately prior to the Change in Control, or a change ofthe Officer’s principal place of employment without his consent to a city morethan 25 miles from Springfield, Illinois, then the Officer shall have nofurther obligation to Illini hereunder, except the duty not to discloseConfidential Information in accordance with Section I, E, and Illini shall haveno further obligation to the Officer hereunder from the date of terminationexcept (i) to pay to the Officer the salary payments described in Section I, B,in the amount in effect on the date of termination, for a period of twelvemonths from the date of termination, (ii) to pay to the Officer any otherbenefits due under the Compensation and Benefit Plans without imposing furthercondition or reduction thereof, and (iii) to pay to the Officer reasonableexpenses of out placement within the financial institutions industry orfinancial industry following the date of termination; provided, however, outplacement expenses shall be paid only upon actually incurring such expenses andOfficer’s

 

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furnishing of evidencethereof to the Illini and shall not include moving or relocation expenses andprovided, however, that any benefit to be provided  by the Illini through cash of equivalent values or through a nonqualifiedarrangement or arrangements if, in the judgment of the Illini, permitting theOfficer to participate in such plan after the date of termination wouldadversely affect the tax status of such plan.

 

**H. Change in Control Defined.**A Change inControl of the Illini shall have occurred:

 

1.               Onthe fifth day preceding the scheduled expiration date of a tender offer by, orexchange offer by any corporation, person, other entity or group (other thanIllini or any of its wholly owned subsidiaries), to acquire Voting Stock ofIllini if:

 

i.                  Aftergiving effect to such offer such corporation, person, other entity or groupwould own 50% or more of the Voting Stock of the Illini;

 

ii.               Thereshall have been filed documents with the Securities and Exchange Commission inconnection therewith (or, if no such filing is required, public evidence thatthe offer has already commenced); and such corporation, person, other entity orgroup has secured all required regulatory approvals to own or control 50% ormore of the Voting Stock of Illini;

 

2.               Ifthe shareholders of Illini approve a definitive agreement to merger orconsolidate Illini with or into another corporation in a transaction in whichneither Illini nor any of its wholly owned subsidiaries will be the survivingcorporation, or to sell or otherwise dispose of all or substantially all of theIllini’s assets to any corporation, person, other entity or group (other thanIllini or any of its wholly owned subsidiaries), and such definitive agreementis consummated;

 

i.                  Ifany corporation, person, other entity or group (other than Illini or any of itswholly owned subsidiaries) becomes the Beneficial Owner (as that term isdefined in the Securities and Exchange Commission’s Rule 13d-3 under theSecurities Exchange Act of 1934) of stock representing 50% or more of theVoting Stock of Illini; or

 

ii.               Ifduring any period of two consecutive years Continuing Directors cease tocomprise a majority of Illini’s Board of Directors.

 

3.               Theterm “Continuing Director’ means:

 

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i.                  Anymember of the Board of Directors of the Illini at the beginning of any periodof two consecutive years; and

 

ii.               Anyperson who subsequently become s a member of the Board of Directors of theIllini, if:

 

(1) Such person’snomination for election or election to the Board of Directors of Illini orIllini is recommended or approved by resolution of a majority of the ContinuingDirectors; or

 

(2) Such person isincluded a nominee in a proxy statement of the Illini distributed when amajority of the Board of Directors of Illini or Illini consists of ContinuingDirectors.

 

4.               “VotingStock” means those shares of Illini entitled to vote generally in the electionof directors.

 

**I. Termination of Related Offices**.  The parties agree that in the eventOfficer’s employment by Illini is terminated for any reason, Officer willimmediately resign from all other positions or offices held with Illini,including any directorships with Illini, or any subsidiaries thereof.

 

**J. Officer’s Costs of Enforcement**.  Illini shall pay all expenses of Officer,including but not limited to attorney’s fees, incurred in enforcing payments byIllini pursuant to this Agreement.

 

**Section III. MISCELLANEOUS**

 

**A. Assignment of Officer’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 Illini” hereunder shall be void and of noeffect.  No payment to be made to theOfficer hereunder shall be subject to the claims of creditors of the Officer.

 

**B. Agreements Binding on Successor.**ThisAgreement shall be binding and inure to the benefit of the parties hereto andtheir respective successors, assign, personal representatives, heirs, legateesand beneficiaries.

 

**C. Notices.**  Any notice required or desired to be given under this Agreementshall be deemed given if in writing and sent by first class mail to the Officeror Illini, at his or its address as set forth above, or to such other addressof which either the Officer or Illini shall notify the other in writing.

 

**D. Waiver of Breach**.  The waiver by either party of a breach ofany provision of this Agreement shall not operate or be construed as a waiverof any subsequent breach by either the Officer or Illini.

 

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**E. Intellectual Property Rights. **Officershall have sole and exclusive rights over any intellectual property created byhim while employed under this Agreement, and shall not be subject to claims byIllini of rights they may have under equity or statute arising from Officer’semployment with Illini.

 

**F. Entire Agreement.**  This Agreement contains the entireunderstanding of the parties and supersedes prior agreements between Officerand Illini.  It may be modified oramended only by an agreement in writing signed by the party against whomenforcement of any change or amendment is sought.

 

**G. Severability of Provisions.  **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. An Offer of Employment containing various special terms andconditions of the Officer’s employment was made between Illini and Officer andis attached to this Agreement and incorporated hereinto by this reference.

 

**H. Governing Law**.  This Agreement is made in, and shall be governed by, the laws ofthe State of Illinois.

 

 

**IN WITNESS WHEREOF**, the parties haveexecuted this Agreement as of the day and year first set forth above.

 

 
| **ILLINI  CORPORATION** | **[OFFICER]**         |
|-------------------------|-----------------------|
| **ILLINI  BANK**        |                  |
|                    |                  |
| By:                     | /s/ Burnard K. McHone |   | /s/ Dennis B. Guthrie |   |
| Its:                    | President             |   | Date: | 1-30-04 |   |
| Date:                   | 1-27-04               |   |   |
|                         |                       |  |  |  |  |  |  |  |  |

 

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**ExhibitA**

 

**DESCRIPTIONOF RESPONSIBILITES AND DUTIES**

 

 

[Insert or attach jobdescription.]

 

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