COMMUNITY BANK-WHEATON/GLEN ELLYN


DIRECTORS DEFERRED COMPENSATION AGREEMENT


 


THIS AGREEMENT made and entered into
[Date], by and between Community Bank-Wheaton/Glen Ellyn, a Banking
Corporation incorporated under the laws of Illinois (hereinafter referred to as “the Bank”) and [NAME] (hereinafter
referred to as “the Director”):


 


WHEREAS, the Bank and the Director
wish to enter into an agreement relating to the Director’s services to the Bank upon the terms and conditions herein set
forth; and


 


WHEREAS, the Bank and Director have
agreed to amend this Agreement for purposes of complying with Section 409A of the Internal Revenue Code of 1986, as amended, effective
as of January 1, 2005.


 


NOW, THEREFORE, in consideration
of the payments herein provided and of mutual agreements contained herein, the parties hereto agree as follows:


 


1.           DIRECTORS SERVICES


 


So long as she shall continue to be a director
of the Bank, the Director shall devote her best efforts to the performance of his duties as member of the Board of Directors and
of any of its committees to which she is appointed.


 


2.           FEES


 


The fees covered under this Agreement shall
be any and all amounts paid to the Director for his services as a director, including but not limited to annual fees, meeting fees,
and committee fees. The fees covered under this Agreement shall be credited to the Director in the manner and on the terms and
conditions specified in Section 4 subject to the election requirement of Section 3.


 


3.           ELECTION OF DEFERRED COMPENSATION


 


3.1           Timing of Election; Deferral Amount. The Director
shall make a deferral election under this Agreement by filing with the Bank a signed Deferral Election Form within the deadlines
established by the Bank, provided that, except as provided below, in no event shall such an election be made after the last day
of the calendar year preceding the calendar year in which the services giving rise to the fees to be deferred are to be performed.
The Director may elect to defer up to one hundred (100) percent of fees expected to be earned during a calendar year.


 


3.2           First Year of Eligibility; Deferral of Bonuses.
Notwithstanding Section 3.1 of this Agreement, if and to the extent permitted by the Bank, in the case of the first calendar year
in which the Director becomes eligible to participate under this Agreement, the Director may make a deferral election at times
other than those permitted above, provided that such election is made no later than thirty (30) days after the date the Director
becomes eligible to participate under this Agreement. Such election will apply only with respect to Fees attributable to services
performed after the date the election is made.


 


3.3           Election Changes. The Director may not change
his deferral election that is in effect for a calendar year, unless permitted by the Bank in compliance with Section 409A of the
Code.


 




    	 



    	 



    

 


3.4           Validity of Elections. The Bank reserves
the right to determine the validity of all deferral elections made under this Agreement in accordance with the requirements of
applicable law, including Section 409A of the Code. If the Bank, in its sole discretion, determines that an election is not valid
under applicable law, the Bank may treat the deferral election as null and void, and cause the Bank to pay fees to the affected
Director without regard to the Director’s deferral election. By way of example and not limitation, if the Bank determines
that a deferral election should have been made at a time that is earlier than the time it is actually made (even if such election
would otherwise comply with the terms of this Agreement), the Bank will have the right to disregard such election and to have the
Bank pay the fee to the affected Director without regard to the Director’s deferral election.


 


3.5           Special Transition Rule for Certain Directors.
This Agreement is also intended as the successor to prior agreements. The opening deferral account balance of the Director shall
be equal to the Director’s account balance under the prior agreement as of the date immediately preceding January 1, 2009.
Accordingly, the Director’s first deferral election under this Agreement, if any, shall be for the calendar year ending December
31, 2009.


 


4.           CREDITS TO DEFERRED COMPENSATION ACCOUNT


 


The Bank shall establish a bookkeeping account
for the Director (hereinafter called the “Directors Deferred Compensation Account”) which shall be credited on the
dates such fees, as defined in Section 2, would otherwise have been paid with the percentage or dollar amount that the Director
has notified the Bank in writing, pursuant to Section 3, that she elected to have deferred.


 


5.           INTEREST ON THE DEFERRED COMPENSATION ACCOUNT


 


The Directors Deferred Compensation Account
shall be credited with an amount that is in addition to the fees credited under Section 4. Such amount shall be determined by multiplying
the balance of the Directors Deferred Compensation Account by a rate of interest equal to 2% over LIBOR set at the December board
meeting each year. Such rate shall be adjusted annually. Such amount shall be credited on December 31 of each year.


 


6.           NATURE OF THE DEFERRED COMPENSATION ACCOUNT


 


The Directors Deferred Compensation Account
shall be utilized solely as a device for the measurement and determination of the amount of deferred compensation to be paid to
the Director at the times hereinafter specified and the Bank shall not segregate any of its assets in order to satisfy any obligations
under these Agreements. The Directors Deferred Compensation Account shall not constitute or be treated as a trust fund of any kind.
On the contrary, it is understood that all amounts credited to the Directors Deferred Compensation Account shall be for the sole
purpose of bookkeeping and remain the sole property of the Bank, and that the Director shall have no ownership rights of any nature
with respect thereto. The Director’s rights are limited to the rights to receive payments and hereinafter provided and the
Director’s position with respect thereto is that of a general unsecured creditor of the Bank.


 


7.           PAYMENT OF DIRECTOR’S DEFERRED COMPENSATION


 


The amounts in the Directors Deferred Compensation
Account shall be paid in equal monthly installments for one hundred and twenty (120) months. The amount payable would be the balance
of the Director’s Deferred Compensation Account as defined in Section 4, including all interest credit pursuant to Section
5.


 




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8.           PAYMENT OF MONTHLY INSTALLMENTS


 


Installment payments of deferred amounts shall commence
on the first day of the calendar month following the end of the Director’s Separation from Service. For purposes of this
Agreement, Separation from Service means the effective date of the Director’s “Separation from Service” within
the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.


 


9.           DEATH OF DIRECTOR PRIOR TO TERMINATION OF SERVICE
OR COMMENCEMENT OF PAYMENTS


 


In the event of the death of the Director
prior to termination of service or commencement of payment, payments shall commence under this Section within thirty (30) days
after the Director’s death and shall be made to a beneficiary or beneficiaries designated by the Director in writing and
delivered to the Bank’s president. The Director shall have the right to change his designate beneficiary from time to time.
In the event no designation is made, the Director’s account balance shall be paid in a lump sum, to his estate. The Bank
shall annually calculate the amount payable pursuant to this Section and advise the Director no later than June 30 the amount that
would be payable to the beneficiary in the event of his/her death.


 


10.         DIRECTOR’S
DEATH


 


In the event of the death of the Director
after commencement of payments, but prior to his receiving all payments due him under this Agreement, the remaining payments shall
be paid to a beneficiary or beneficiaries designated by him in writing and delivered to the Bank’s president. The Director
shall have the right to change his/her designated beneficiary from time to time. In the event no designation is made, the Director’s
account balances shall be paid, in a lump sum, to his estate. The lump sum payment under this Section shall be made within thirty
(30) days after the Director’s death.


 


11.         FUNDING


 


The Bank’s obligation under this Agreement
shall be an unfunded and unsecured promise to pay. The Bank shall not be obligated under any circumstances to fund its obligation;
the Bank may, however, at its sole and exclusive option, elect to fund this Agreement in whole or in part.


 


Should the Bank elect to fund this Agreement
informally, in whole or in part, the manner of such informal funding, and the continuance or discontinuance of such informal funding
shall be the sole and exclusive decision for the Bank.


 


Should the Bank determine to informally
fund this Agreement, in whole or in part, through the medium of life insurance of annuities, or both, the Bank shall be the owner
and beneficiary of the policy. The Bank reserves the absolute right to terminate such life insurance or annuities, as well as any
other funding at any time, either in whole or in part.


 


Any such life insurance or annuity policy
purchased by the Bank shall not in any way be considered to be security for the performance of the obligations for this Agreement.
It shall be, and remain, a general, unpledged, unrestricted asset of the Bank and the Director shall have no interest in such policy
whatsoever.


 




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12.         MEDICAL
EXAMINATION


 


The Director hereby agrees to submit to
medical examination, if required by the Board, supply such information, and execute such documents as may be required by the insurance
company or companies to whom the Bank may have applied for such insurance.


 


13.         EFFECT
ON OTHER BANK BENEFIT PLANS


 


Nothing contained in this agreement shall affect the right
of the Director to participate in or be covered by any qualified or non-qualified pension, profit sharing, group bonus ortheir
supplemental compensation or fringe benefit plans constituting a part of the Bank’s existing or future compensation structure.


 


14.         ASSIGNMENT
OR PLEDGE


 


The Directors Deferred Compensation Account
and any payment payable at any time to this Agreement shall not be assignable or subject to pledge or hypothecation nor shall said
payments be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by
operation of law in the event of bankruptcy, insolvency or otherwise except to the extent as provided by law.


 


15.         CONTINUATION
AS DIRECTOR


 


Neither this Agreement nor the payments
of any benefits thereunder shall be construed as giving to the Director any right to be retained as a member of the Board of Directors
of the Bank.


 


16.         NAMED
FIDUCIARY


 


The Named Fiduciary for this Agreement for
purposes of claim procedures under this Agreement is the President of the Bank. The business address and telephone number of the
Named Fiduciary under this Agreement is as follows:


 


Community Bank-Wheaton/Glen Ellyn


357 Roosevelt Road


Glen Ellyn, IL 60137


630-545-0900


 


17.         Section
409A of the Code


 


17.1          Prohibited Acceleration/Distribution Timing.
This Section shall take precedence over any other provision of this Agreement to the contrary. No provision of this Agreement shall
be followed if following the provision would result in the acceleration of the time or schedule of any payment from the Agreement
(i) as would require income tax to the Director prior to the date on which the amount is distributable to or on behalf of the Director
under Section 7 or (ii) which would result in penalties to the Director under Section 409A of the Code. In addition, if the timing
of any distribution election would result in any tax or other penalty (other than ordinarily payable Federal, state or local income
or payroll taxes), which tax or penalty can be avoided by payment of the distribution at a later time, then the distribution shall
be made (or commence, as the case may be) on (or as soon as practicable after) the first date on which such distributions can be
made (or commence) without such tax or penalty.


 




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17.2          Aggregation of Employers. To the extent required
under Section 409A of the Code, if the Bank is a member of a controlled group of corporations or a group of trades or business
under common control (as described in Section 414(b) or (c) of the Code), all members of the group shall be treated as a single
employer for purposes of whether there has occurred a Separation from Service and for any other purposes under this Agreement as
Section 409A of the Code shall require.


 


17.3          Compliance with Section 409A of the Code.
Despite any contrary provision of this Agreement, if, when the Director’s service terminates, the Director is a “specified
employee,” as defined in Section 409A of the Code, and if any payments under this Agreement will result in additional tax
or interest to the Director because of Section 409A of the Code, the Director shall not be entitled to the such payments until
the earliest of (i) the date that is at least six months after termination of the Director’s employment for reasons other
than the Director’s death, (ii) the date of the Director’s death, or (iii) any earlier date that does not result in
additional tax or interest to the Director under Section 409A of the Code. If any provision of this Agreement would subject the
Director to additional tax or interest under Section 409A of the Code, the Bank shall reform the provision. However, the Bank shall
maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Director to additional
tax or interest.


 




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SIGNATURES


 


IN WITNESS WHEREOF,
Community Bank-Wheaton/Glen Ellyn has caused this Agreement to be executed and its seal to be affixed hereunto by their duly authorized
officer, and the Director has signed this Agreement, on [date].


 


	ATTEST:	 	COMMUNITY BANK-WHEATON/GLEN ELLYN	 
	 	 	 	 
	 	 	By:	 	 
	 		For the Entire Board of Directors	 


 


	[SEAL]	 	 	 
	 	 	 	 
	WITNESS:	 	DIRECTOR	 
	 	 	 	 


 




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DEFERRED COMPENSATION ELECTION


 


In reference to Community Bank-Wheaton/Glen
Ellyn’s Director’s Deferred Compensation Agreement signed this ___ day of ___________, 200__, I hereby elect to defer
________% of all fees paid to me as a Director beginning _______________________, ______.


 


PAYOUT ELECTION


 


The amount in my Director’s Deferred Compensation Account
shall, upon retirement, be paid to me as follows:


 


(PLEASE SELECT ONE METHOD)


 


_______ a. In quarterly payments over forty
(40) quarters.


 


_______ b. In a lump sum sixty (60) days
after termination of service as a director.


 


_______ c. In monthly payments over sixty
(60) months.


 


PRIMARY BENEFICIARIES


 


	Name	 	 %	 	Relationship
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


SECONDARY BENEFICIARIES: If my primary beneficiaries
pre-decease me, the proceeds of this account should be disbursed as follows:


 


	Name	 	 %	 	Relationship
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Signed this _______day of __________________, 200__.


 


	 	Director


 


ACCEPTED:


COMMUNITY BANK-WHEATON/GLEN ELLYN


 


	 	 	 	 
	President & CEO	 	Date