Prepared by MerrillDirect





Exhibit
10.2


 


 


March 1, 2001


Mr. _____________

First National Bank of Joliet

78 North Chicago Street

Joliet, IL


Re:        Employment
Agreement


Dear Mr. _________:


We are pleased to offer you employment
with Harris Bank Joliet (“Harris”) on the following terms.  This employment offer is subject to and
effective upon the closing of Bank of Montreal’s purchase of First National
Bancorp, Inc. (“FNB”) in accordance with the Agreement and Plan of Merger dated
March 1, 2001 (the “Purchase”).


	1.	You
  shall be employed by Harris in the officer capacity of __________ and
  __________.  On the first anniversary
  of your Hire Date, your title and position shall change to ________ and
  ____________.  You shall perform such
  duties and responsibilities consistent with that position and as may be
  assigned to you by the Board of Directors of Harris and the Chief Executive
  Officer of Harris Bank or his or her designee.  You agree to devote your full working time, attention, skill
  and efforts to the performance of your duties, including activities and
  services related to the organization, operation and management of Harris.
	 	 
	2.	The
  term of this employment agreement shall be from the closing date of the
  Purchase (the “Hire Date”) to 36 months following the Hire Date, unless
  terminated earlier in accordance with this Agreement.
	 	 
	3.	Subject
  to Paragraph 24 of this Agreement, upon the closing of Bank of Montreal’s
  purchase of FNB, Harris shall pay you a sign-on bonus equal to $_________
  (the “Sign-on Bonus”).  Subject to
  Paragraph 24 of this Agreement, during the period of your employment, Harris
  shall pay you a bonus equal to __________ Dollars ($______) (the “Bonus
  Amount”).  The Sign-on Bonus and the
  Bonus Amount shall be subject to federal and state income taxes.  The Bonus Amount shall be payable in seven
  installments as follows:  (a) 10%
  three months after the Hire Date; (b) 15% nine months after the Hire Date;
  (c) 15% 15 months after the Hire Date: (d) 15% 21 months after the Hire Date;
  (e) 15% 27 months after the Hire Date; (f) 15% 33 months after the Hire Date;
  and (g) 15% 36 months after the Hire Date. Except for a termination pursuant
  to Paragraph 7 or Paragraph 8 of this Agreement, or if Harris terminates this
  Agreement for a reason other than under Paragraph 9, you must be actively
  employed at Harris on the date each installment of the Bonus Amount is
  scheduled to be paid in order to receive such installment.  The Sign-on Bonus and the Bonus Amount are
  not  regarded as  “considered salary” for benefit plan purposes.  During your employment with
  Harris your base salary shall be ___________ Dollars ($______) per annum,
  payable in accordance with Harris’ regular payroll practices, and subject to
  review at such intervals and with such considerations as apply generally to
  similarly situated Harris executives, provided that the amount of such base
  salary may not be decreased.  During
  the term of this Agreement, you shall be eligible to participate in Harris’  incentive plan  on the same terms and conditions
  as similarly situated Harris executives, provided that the amount of annual
  bonus paid thereunder to you shall not be less than the bonus paid to you for
  2000.  You shall be eligible to
  participate in the Harris Bank Stock Option Program which is established
  pursuant to the Bank of Montreal Stock Option Plan on the same terms and
  conditions as similarly situated Harris employees.
	 	 
	4.	You
  shall be eligible to participate in all other employee benefit plans of
  Harris, subject to and on a basis consistent with the terms, conditions, and
  overall administration of such plans and arrangements applicable to similarly
  situated Harris executives.
	 	 
	5.	You
  shall be entitled to all paid bank holidays, and  paid vacation and other paid time off in accordance with
  Harris’ current policies and plans.
	 	 
	6.	You
  shall be entitled to incur reasonable travel and entertainment expenses in
  connection with the performance of your duties, and Harris shall reimburse
  such expenses, in accordance with its policy applicable to similarly situated
  Harris executives.
	 	 
	7.	If
  you are unable to perform your usual and customary duties by reason of
  illness, disability or other incapacity, however caused, which lasts for a
  total of one hundred ten (110) consecutive calendar days, or a total of one
  hundred eighty (180) calendar days during any 12-month period, Harris may in
  its sole discretion terminate this Agreement by giving written notice to
  you.  Such termination shall be
  effective as of the date set forth in the notice, which shall be not less
  than fourteen (14) calendar days after the giving of such notice.
	 	 
	8.	This
  Agreement shall terminate immediately if (a) Harris requires you to be based
  at a location more than 50 miles from your job location as of the Hire Date,
  (b) Harris reduces your base salary or the minimum bonus as described in
  Paragraph 3 of this Agreement, (c) Harris fails to provide you with the
  benefits described in Paragraph 4 of this Agreement, or (d) Harris assigns
  you to duties that are materially inconsistent with the authorities, duties, responsibilities
  and status in effect as of your Hire Date and during the term of this
  Agreement for a _________ Officer in the Harris Bank Community Bank network
  (provided, however, that a change in your office, title and/or reporting
  requirements shall not be considered materially inconsistent unless such
  change results in a material reduction of your authorities, duties, and
  responsibilities).   This Agreement
  shall automatically terminate upon your death.
	 	 
	9.	This
  Agreement shall terminate immediately if you are discharged for “cause,”
  which is defined for purposes of this Agreement as (a) your conviction of a
  felony or any crime involving fraud or dishonesty or similar crimes, (b) your
  disqualification for active employment under the directive of any bank
  regulatory agency or because you are ineligible for bonding by Harris’
  bonding agent, (c) your material failure or refusal to perform the material
  duties and responsibilities of your position or any material breach of your
  obligations under this Agreement, provided that such failure, refusal or
  breach has continued more than 10 business days after Harris has given you
  written notice thereof and of its intent to terminate your employment because
  of such failure, refusal or breach.
	 	 
	10.	In
  the event of termination of this Agreement under Paragraphs 7 or 8, or if
  Harris terminates this Agreement for a reason other than under Paragraph 9,
  you, or in the event of your death, your estate, shall be entitled to receive
  your unpaid salary, earned but unused vacation and your benefits under all
  qualified and nonqualified retirement, pension, profit-sharing and similar
  plans in accordance with the terms of such plans, to the extent such salary,
  earned but unused vacation and benefits have accrued to the date of
  termination.  Harris shall also be
  obligated to pay you, or in the event of your death, to your estate, in a
  lump sum within thirty (30) calendar days after termination the unpaid
  portion of the Bonus Amount.
	 	 
	 	In
  the event of termination of this Agreement, including expiration, you also
  will be entitled to participate in, and be covered under, (which
  participation and coverage may include benefits for your spouse and qualified
  dependents) the health benefit plan of Harris, or its successor(s), until you
  become eligible for Medicare, provided that you pay 100% of the group plan
  premium cost incurred by Harris (or its successor(s)) for the coverage level
  you elect.  In the event of your death
  prior to your eligibility for Medicare, your spouse and dependents, if any,
  may continue their coverage under the health benefit plan of Harris until
  your spouse’s eligibility for Medicare, provided that they pay 100% of the
  group plan premium cost incurred by Harris. 
  The first 18 months, 29 months, or 36 months, as applicable, of
  continued coverage as described in this paragraph shall be considered COBRA
  coverage, as described in Title I, Part 6 of the Employee Retirement Income
  Security Act.  Once you or your spouse
  and dependents stop paying 100% of the group plan premium cost for the health
  benefit plan of Harris, you or your spouse and dependents will not be
  entitled to reenter such plan.  Harris
  makes no commitment or guarantee that, following your separation from
  employment from Harris, the benefits paid to you or your spouse or dependents
  or on your or their behalf from the health benefit plan of Harris will be
  excludable from your or their gross income for federal or state income tax
  purposes.
	 	 
	11.	In
  the event Harris terminates this Agreement under Paragraph 9 or if you
  terminate your employment with Harris other than under Paragraph 8, you shall
  be entitled to receive your unpaid salary, earned but unused vacation, and
  your benefits under all qualified and nonqualified retirement, pension,
  profit-sharing and similar plans in accordance with the terms of such plans,
  to the extent such salary, earned but unused vacation, and benefits have
  accrued to the date of termination. 
  All other obligations of Harris under this Agreement shall cease on
  the date of termination and any unpaid portion of the Bonus Amount shall be
  forfeited.
	 	 
	12.	During
  your employment you will have access to, obtain, and may prepare
  “Confidential Information,” which is defined for purposes of this Agreement
  as information which Harris regards and treats as confidential and which is
  not generally known or accessible to competitors or other third parties not
  having a legitimate need to know, which has value to Harris and which, if
  disclosed, would result in competitive and business disadvantage to Harris
  and/or its affiliates.  Such
  information includes but is not limited to the identities of actual or
  potential customers, their financial information and the services provided to
  them; new product and service offerings; financial information relating to
  Harris and its corporate affiliates; marketing strategies and plans;
  expansion, contraction or reorganization planning; personnel strategies,
  plans and data; legal matters; and internal investigations.  During the period of your employment and thereafter,
  you shall not disclose or cause to be disclosed any such Confidential
  Information except as may be necessary to perform your duties and as may be
  required by law.  Upon termination of
  your employment, you shall return to Harris all records, files, documents and
  materials (including computer hardware and software) you received during your
  employment (except those setting forth your employee benefits) including but
  not limited to those containing Confidential Information.  Nothing herein is intended to limit
  Harris’ or your rights under any statute or the common law concerning the use
  and disclosure of confidential information and trade secrets.
	 	 
	13.	You
  shall keep the terms of this Employment Agreement strictly confidential and
  you promise that neither you nor any of your representatives or agents shall
  disclose, either directly or indirectly, any information concerning this
  Agreement to anyone (except your counsel, tax advisors and immediate family)
  including, but not limited to, past, present or future employees of Harris,
  FNB, First National Bank of Joliet or any of their affiliates.
	 	 
	14.	You
  agree that during the term of your employment with Harris and for one (1)
  year following the termination of your employment, for any reason, you will not:
  (1) solicit, encourage or induce, either directly or indirectly, any customer
  of Harris to limit its relationship with Harris or its
  affiliates/subsidiaries; (2) assist, advise or counsel another financial
  institution, either directly or indirectly, to provide banking services to
  any customer of Harris; 3) provide or offer, either directly or indirectly,
  any banking services to any customer of Harris unless you are providing
  services for Harris; (4) disclose or make known to any other person or entity
  the names, addresses or telephone numbers of customers of Harris; or (5) call
  on or solicit for employment, either for yourself or for any other person or
  entity, any of Harris’ employees. 
  This restriction concerns customers of Harris whom you learned of or
  developed leads regarding during your employment with Harris, or whom you
  serviced, had contact with, had responsibility for or had access to
  confidential information regarding during your employment with Harris.
	 	 
	15.	You
  acknowledge that you currently have or will learn or develop Confidential
  Information belonging to Harris, and that use or disclosure of this
  Confidential Information is likely if you were to compete with Harris.  You also acknowledge that entities which
  compete with Harris are those entities which provide banking services to
  persons or entities in the eight-county Chicagoland area.  Therefore, in order to protect Harris'
  Confidential Information and in consideration for the various benefits and
  payments provided hereinunder, you agree that during the term of your
  employment and for one (1) year following the termination of your employment,
  for any reason, you will not, without Harris' prior written consent, accept a
  position with or provide consulting or other services to any person or
  entity, wherever located, that provides banking services in the eight-county
  Chicagoland area and you further agree that during this period you will not
  start, invest in, counsel or advise, directly or indirectly, with any such
  competing entity.  The eight-county
  Chicagoland area is defined as Cook, Lake, McHenry, DuPage, Kane, Kendall,
  Will and Grundy counties.  If this
  Agreement is terminated for any reason prior to (and including) the second
  anniversary of your Hire Date, you are subject to the non-compete provisions
  of this Paragraph 15.  If this
  Agreement is terminated after the second anniversary of your Hire Date for
  any reason other than your voluntary termination, you are not subject to the
  non-compete provisions of this Paragraph 15.
	 	 
	16.	The
  existence of any cause of action you may have against Harris shall not
  constitute a defense to Harris’ enforcement of Paragraph 14 and Paragraph 15
  of this Agreement .
	 	 
	 	You
  agree that the duration and scope of the restrictive covenant provisions of
  Paragraph 14 and Paragraph 15 of this Agreement are reasonable and necessary
  to the effective conduct of Harris’ business and that, if any portion of the
  restrictive covenants are held to be unreasonable, arbitrary, or against
  public policy by any court or tribunal, the restrictive covenants shall be
  enforced against you for a shorter period of time as is determined by the
  tribunal to be reasonable, non-arbitrary, and not against public policy.
	 	 
	17.	In
  the event it should become necessary for Harris or you to retain the services
  of an attorney to enforce the terms of Paragraph 14 and Paragraph 15 of this
  Agreement or the confidentiality provisions of this Agreement, and the issue
  is decided by a court of law, the unprevailing party agrees to pay the costs
  of any legal proceedings and the prevailing party’s reasonable attorneys’
  fees including any attorneys’ fees and costs incurred as a result of
  appellate proceedings (regardless of the party initiating the appeal).
	 	 
	18.	The
  parties agree that any and all claims arising out of or relating to your
  employment or termination of employment or arising out of or relating to this
  Agreement or the termination of this Agreement shall be decided by final and
  binding arbitration, including without limitation any and all claims for
  wrongful discharge or age or other employment discrimination and any and all
  claims of violation of any federal, state or local statute, ordinance, rule
  or regulation provided, however the parties do not agree to arbitrate claims
  for worker’s compensation benefits; claims for unemployment compensation;
  claims based upon any employee pension, insurance or similar plan; and any
  claims under Paragraphs 14 and 15 of this Agreement.  Unless the parties agree otherwise,
  arbitration shall be conducted pursuant to the Employment Dispute Resolution
  Rules of the American Arbitration Association.
	 	 
	19.	You
  may not assign, pledge or encumber this Agreement or any other interest
  herein.
	 	 
	20.	This
  Agreement may not be modified or amended except by an instrument in writing
  signed by the parties hereto.  No term
  or condition of this Agreement shall be deemed to have been waived, nor shall
  there be any estoppel against the enforcement of any provision of this
  Agreement, except by estoppel.  No
  such written waiver shall be deemed a continuing waiver unless specifically
  stated therein, and each such waiver shall operate only as to the specific
  term or condition waived and shall not constitute a waiver of such term or
  condition for the future as to any act other than that specifically waived.
	 	 
	21.	This
  Agreement sets forth the entire agreement between you and Harris and Harris’
  affiliates as to your employment relationship.  No amendment or modification shall be effective unless reduced
  to writing and signed by a duly authorized representative of the party to be
  bound thereby.  If, for any reason,
  any provision of this Agreement, or any part of any provision, is held
  invalid, such invalidity shall not affect any other provision of this
  Agreement or any part of such provision not held so invalid, and each such
  other provision and part thereof shall to the full extent consistent with law
  continue in full force and effect.
	 	 
	22.	This
  Agreement shall be governed by and construed in accordance with the laws of
  the State of Illinois.  It is agreed
  that both parties participated in the negotiation and establishment of the
  terms set forth herein.
	 	 
	23.	You
  hereby agree that all prior written and oral agreements between you and FNB
  or First National Bank of Joliet including but not limited to, the Change of
  Control Agreement dated October 12, 2000 and any severance plans or
  agreements, are terminated upon the closing of Bank of Montreal’s acquisition
  of FNB and you waive any and all rights and benefits under those agreements.
	 	 
	24.	You
  agree that no portion of any payment under this Agreement, including the
  Sign-on Bonus and the Bonus Amount, or payments to or for your benefit under
  any other agreement or plan, shall be deemed to be an “Excess Parachute
  Payment” as defined in Section 280G of the Internal Revenue Code of l986, as
  amended (the “Code”).  It is agreed
  that the present value of the Sign-on Bonus and the Bonus Amount and any
  payments to you or for your benefit which are in the nature of compensation,
  receipt of which are contingent on Bank of Montreal’s acquisition of FNB and
  to which Section 280G of the Code applies (in the aggregate “Total Payments”)
  shall not exceed an amount equal to one dollar less than the maximum amount
  which Harris may pay without loss of deduction under Section 280G of the
  Code.  Present value for purposes of
  this Agreement shall be calculated in accordance with Section 280G of the
  Code. Within thirty (30) days of Harris’s notice to you that Harris believes
  that there is a payment or benefit due to you which will result in an Excess
  Parachute Payment as defined in Section 280G of the Code, you and Harris, at
  Harris’s expense, shall obtain the opinion of legal counsel and certified
  public accountants as you may choose (notwithstanding the fact that such
  persons have acted or may also be acting as legal counsel or certified public
  accountants for Harris) determining whether or not such payments are Excess
  Parachute Payments under Section 280G the Code.  In the event that such opinions determine that there would be
  such an Excess Parachute Payment, the payment hereunder or any other payment
  determined by such counsel and certified public accountants to be includable
  in Total Payments shall be modified, reduced, or eliminated as specified by you
  in writing delivered to Harris within 15 days of your receipt of such
  opinions or, if you fail to so notify Harris, then Harris shall make such
  determination so that there will be no Excess Parachute Payment.  The provisions of this Paragraph 24 shall be
  based upon the presumption that the compensation and benefits earned by you
  pursuant to Harris’s compensation program which would have been paid in any
  event, are reasonable compensation for services rendered, even though the
  timing of such payments relate to a change in control of FNB; provided,
  however, that in the event legal counsel and the certified public accountant
  so requests in connection with the opinion required by this Paragraph 24, you
  and Harris shall obtain, at Harris’s expense, and the legal counsel may rely
  on in providing the opinion, the advice of a firm of recognized executive
  compensation consultants as to the reasonableness of any item of compensation
  to be received by you.  In the event
  that the provisions of Section 280G and Section 4999 of the Code  are repealed without succession, this
  Paragraph 24 shall be of no further force or effect.



 





 


We are delighted to have you join the
Harris family.  Please signify your
agreement with the terms of this letter by signing below.


Sincerely yours,


	Harris
  Bank	 
	By:

	Charles
  R. Tonge


	Title:	Executive
  Vice President
	Agreed:	 
	   

	Dated:  March 1, 2001
				



 


             The
employment agreements were entered into by the following individuals, each of
whom during the terms of their respective employment agreements, will receive
payments and awards as set forth in the table below:


 




	Executive

	Base
  Salary

	Sign-on
  Bonus

	Bonus
  Amount


	Albert G. D’Ottavio

	$294,000	$1,115,758	$637,500
	Michael C. Reardon

	$174,000	$395,851	$270,000
	Richard G. DeGrush

	$132,000	$389,374	$265,500
	John J. Keigher

	$130,000	$457,045	$247,500
	Jack A. Podlesny

	$129,000	$443,129	$246,000
	James T. Limacher

	$117,000	$411,054	$228,000
	Michael W. Nolan

	$78,000	N/A	$141,000
	Steven J. Randich

	$96,500	N/A	$175,500