**Exhibit 10iii.3**

** **

**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 lies Avenue, Springfield, Illinois62707 (the “Company”), and Ronald E. Wenger, 2613 Parsifal, Springfield,Illinois, 62704 (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 thisAgreement as 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 be terminableonly for cause for a limited period after a change in control of the Company.

 

**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 theCommencement 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

 

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anniversary of the Commencement Date of this Agreement. The Term may beotherwise extended by written amendment to this Agreement, which amendmentspecifically refers to this Agreement, signed by the Company and the Officer.

 

**1.2   Compensation.** Ascompensation for services provided to the Company and the Bank by the Officerpursuant to this Agreement, the Company shall cause the Bank to pay the Officeran annual base salary of $65,000.00, which salary may be increased from time totime by the Company or the Bank. The Officer shall also be eligible to activelyparticipate in any other compensation and benefit plans generally available toexecutive employees of the Company or the Bank of like grade and salaryincluding, but not limited to, retirement plans, group life, disability,accidental death and dismemberment, travel and accident, and health and dentalinsurance plans, incentive compensation plans, stock compensation plans, stockoption plans, deferred compensation plans, supplemental retirement plans andexcess benefit plans. Such other compensation and benefit plans are hereinafterreferred to collectively as the “Compensation and Benefits Plans”.

 

**1.3   Duties.** The Officer shallperform such duties and functions as are described in Schedule A to thisAgreement. Such duties shall be updated annually by the Boards of Directors ofthe Company and the Bank, or by a duly authorized committee of the Boards ofDirectors of the Company and the Bank. In the event of an actual or potentialChange in Control (as defined in Section 2.9), the Officer shall perform hisduties and functions in a manner that is consistent with the best interest ofthe Company and its shareholders, without regard to the effect that thepotential or actual Change in Control may have on the Officer personally.

 

**1.4     Duty of Loyalty.** TheOfficer shall work full-time for the Company and the Bank only, provided that:

 

(a)           he may also engage incharitable, civic and other 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 trust 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 ofAgreement.**Unless sooner terminated in accordance with the****termsof this Section 2, this Agreement shall terminate at the expiration of theTerm, and all obligations hereunder shall terminate except as specifically setforth in Section 2.5. The Officer may, with the consent of the Company,continue in the employ of the Company and the Bank after the expiration of theTerm on such terms and conditions as may be agreed upon by the Company and theOfficer.

 

**2.2    Termination bythe Officer.**The officer may voluntarily terminate thisAgreementby providing thirty days notice to the Company, in which event theCompany shall have no further obligation to the Officer hereunder from the dateof such termination and the Officer shall have no further obligation to theCompany hereunder except the duty to not disclose Confidential Information inaccordance with Section 1.5.**In the event the Officer’s employmentwith the Company and the Bank is terminated due to the Officer’s death, theCompany shall have no further obligation to the Officer, his heirs or legateeshereunder from the date of such termination, except to pay any benefits dueunder the Compensation and

 

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Benefit Plans. In theevent the Officer’s employment with the Company and the Bank is terminated dueto the Officer’s Permanent Disability, the Company shall have no furtherobligation to the Officer hereunder from the date of such termination, except,to pay benefits due under the Compensation and Benefit Plans. For purposes ofthis Agreement, the term “Permanent Disability” means a physical or mentalcondition of the Officer which:

 

(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 bythe Company Without Cause.**The company may terminate thisAgreement without cause prior to the Firm Term (as hereinafter defined), byproviding thirty days notice to the Officer. In such event, the Officer shallhave no further obligation to the Company hereunder, except the duty to notdisclose Confidential Information in accordance with Section *1.5,*andthe Company shall have no further obligation to the Officer hereunder from thedate of such termination except (i) to pay to the Officer the salary paymentsdescribed in Section 1.2, in the amount in effect on the date of termination,for a period of twelve months from the date of termination, (ii) to pay to theOfficer any other benefits due under the Compensation and Benefit Plans for aperiod of twelve months from the date of termination, and (iii) to pay to theOfficer reasonable expenses of out placement within the financial institutionsindustry during the twelve month period following the date of termination;provided, however, out placement expenses shall be paid only upon actuallyincurring such expenses and Officer’s furnishing of evidence thereof to theCompany and shall not include moving or relocation expenses; and provided,however, that any benefit to be provided by a Compensation and Benefit Plan maybe provided by the Company through cash of equivalent value or through anonqualified arrangement or arrangements if, in the judgment of the Company,permitting the Officer to participate in such plan after the date oftermination would adversely affect the tax status of such plan.

 

**2.4    Termination bythe Company 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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manner in whichthe 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 anddemonstrably injures 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**    **Terminationfollowing Change in Control.**In the event there is a Change inControl****ofthe Company, as defined in Section 2.6, 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 theCompany shall have no further obligation to the Officer hereunder from the dateof termination except (i) to pay to the Officer the salary payments describedin Section 1.2, in the amount in effect on the date of termination, for aperiod of twelve months from the date of termination, (ii) to pay to theOfficer any other benefits due under the Compensation and Benefit Plans for aperiod of twelve months from the date of termination and (iii) to pay to theOfficer reasonable expenses of out placement within the financial institutionsindustry during the twelve month period following the date of termination;provided, however, out placement expenses shall be paid only upon actuallyincurring such expenses and Officer’s furnishing of evidence thereof to theCompany and

 

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shallnot include moving or relocation expenses and provided, however, that anybenefit to be provided by a Compensation and Benefits Plan may be provided bythe Company through cash of equivalent value or through a nonqualifiedarrangement or arrangements if, in the judgment of the Company, permitting theOfficer to participate in such plan after the date of termination wouldadversely affect the tax status of such plan.

 

**2.6    Changein Control Defined.** A Change in Control of the Company shallhave occurred:

(a)         onthe fifth day preceding the scheduled expiration date of a tender offer by, orexchange offer by any corporation, person, other entity or group (other thanthe Company or any of its wholly owned subsidiaries), to acquire Voting Stockof the Company if:

 

(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, personother entity or group has secured all required regulatory approvals to own orcontrol 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 ofthe Company; or

 

(d)          if during any period oftwo consecutive years Continuing Directors cease to comprise a majority of theCompany’s Board of Directors.

 

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Theterm “Continuing Director’ means:

 

(a)           any member of the Boardof Directors of the Company at the beginning of any period of two consecutiveyears; and

 

(b)          any person who subsequentlybecomes 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 Costsof Enforcement.**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.

 

**Section 3Miscellaneous**

 

**3.1    Assignment ofOfficer’s Rights.**The Officer may not assign, pledge or****otherwisetransfer 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    AgreementsBinding on Successor.** This Agreement shall be binding andinure to the benefit of the parties hereto and their respective successors,assigns, personal representatives, heirs, legatees and beneficiaries.

 

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**3.3    Notices.**Any notice required or desired to be given under this Agreement shall be deemedgiven if in writing and sent by first class mail to the Officer or the Companyat his or its address as set forth above, or to such other address of whicheither the Officer or the Company shall notify the other in writing.

 

**3.4    Waiver of Breach.**The waiver by either party of a breach of any provision ofthis Agreement shall not operate or be construed as a waiver of any subsequentbreach by either the Officer or the Company.

 

**3.5    Entire Agreement.**This Agreement contains the entire understanding of theparties and supersedes the Personal Service Contract between the Officer, theCompany and the Bank, which was effective October 30, 1996. It may be modifiedor amended only by an agreement in writing signed by the party against whomenforcement of any change or 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 beseverable in nature.

 

**3.7    Governing Law.**This Agreement is made in, and shall be governed by. the laws of

the State of Illinois.

 

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

 
|   | /s/ Ronald Wenger      |             |   |   |
|--------|------------------------|------------------|--------|--------|
|   | Officer                |             |   |
|   |                   |             |   |
|   |                   |             |   |
|   | **ILLINI CORPORATION** |             |   |
|   |                   |             |   |
|   | **By:**                | /s/ Thomas Black |   |   |
|   | **Its:**               | Chairman         |   |   |
|        |                        |                  |        |        |  |  |  |  |

 

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