Exhibit 10.1


COMPENSATION
AND BENEFITS


ASSURANCE
AGREEMENT


[EXECUTIVE]









 



 


COMPENSATION
AND BENEFITS ASSURANCE AGREEMENT


This COMPENSATION AND BENEFITS ASSURANCE AGREEMENT
(this “Agreement”) is made, entered into, and is effective as of this                
day of                ,
            (the “Effective Date”) by
and between OLD SECOND BANCORP, INC. (hereinafter referred to as the “Company”) and
[EXECUTIVE], (hereinafter referred to as the “Executive”).


WHEREAS, the Executive has previously entered into that certain
Compensation and Benefits Assurance Agreement with the Company, dated                ,
as amended from time to time (the “Prior Agreement”);


WHEREAS, the Executive is presently employed by the Company, in a key
management capacity; and


WHEREAS, the
Company is desirous of assuring the continued employment of the Executive in a
key management capacity, and the Executive is desirous of having such
assurances.


NOW THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements of
the parties set forth in this Agreement, and of other good and valuable
consideration including, but not limited to, the Executive’s continuing
employment, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:


Section 1.              Term
of Agreement


This Agreement
will commence on the Effective Date and shall continue in effect for one (1)
full calendar year (through                ,
2007) (the “Initial Term”).


The term of this
Agreement automatically shall be extended for one additional year at the end of
the Initial Term, and then again after each successive one-year period
thereafter (each such one-year period following the Initial Term a “Successive Period”).  However, either party may terminate this
Agreement at the end of the Initial Term, or at the end of any Successive
Period thereafter, by giving the other party written notice of intent not to
renew delivered at least ninety (90) calendar days prior to the end of such
Initial Term or Successive Period. 
Except as otherwise provided, if such notice is properly delivered by
either party, this Agreement, along with all corresponding rights, duties, and
covenants, shall automatically expire at the end of the Initial Term or
Successive Period then in progress.


In the event that
a “Change in Control” of the Company occurs (as such term is hereinafter
defined) during the Initial Term or any Successive Period, upon the effective
date of such Change in Control, the term of this Agreement shall automatically
and irrevocably be renewed for a period of [      ]
([  ]) full calendar months from the effective date of such Change in
Control (such [  ]-month period being hereinafter referred to as the “Extended Period”).  This Agreement shall thereafter automatically
terminate following the [     ] ([  ]) month
Change in Control renewal period. 
Further, this Agreement shall be assigned to, and shall be assumed by,
the purchaser in such Change in Control, as further provided in Section 4
herein.



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Section 2.              Severance
Benefits


2.1.         Right to Severance Benefits. 
The Executive shall be entitled to receive from the Company Severance
Benefits as described in Paragraph 2.3 and Section 3 herein, if during the term
of this Agreement there has been a Change in Control of the Company (as defined
in Paragraph 2.4 herein) and if, within the Extended Period, the Executive’s
employment shall end for any reason specified in Paragraph 2.2 herein as being
a Qualifying Termination.  The Severance
Benefits described in Paragraphs 2.3(a) and 2.3(b) herein shall be paid in cash
to the Executive in a single lump sum as soon as practicable following the
Qualifying Termination, but in no event later than thirty (30) calendar days
from such date.  Notwithstanding the
foregoing, Severance Benefits which become due pursuant to the circumstances
described in Paragraphs 2.2(c) and 4.1 shall be paid immediately.


2.2.         Qualifying
Termination. 
The occurrence of any one or more of the following events (i.e., a “Qualifying
Termination”) shall trigger the payment of Severance Benefits to the
Executive, as such benefits are described under Paragraph 2.3 herein:


(a)           The involuntary
termination of the Executive’s employment without Cause (as such term is
defined in Paragraph 2.6 herein) either within the six (6) month period
preceding a Change in Control or within the Extended Period;


(b)           The Executive’s
voluntary termination of employment for Good Reason (as such term is defined in
Paragraph 2.5 herein) within the Extended Period; and


(c)           The Company, or any
successor company, commits a material breach of any of the provisions of this
Agreement including, but not limited to the Company failing to obtain the
assumption of, or the successor company refusing to assume the obligations of
this Agreement pursuant to Paragraph 4.1 herein within the Extended Period.


A Qualifying
Termination shall not include a termination of the Executive’s employment
within [       ] ([  ]) calendar
months after a Change in Control by reason of death, disability, the Executive’s
voluntary termination without Good Reason, or the involuntary termination of
the Executive’s employment for Cause.


2.3.         Description of Severance Benefits.  In the event that the Executive becomes
entitled to receive Severance Benefits, as provided in Paragraphs 2.1 and 2.2
herein, the Company shall, within the time limits stated in Paragraph 2.1, pay,
or cause to be paid, to the Executive and provide, or cause to be provided, the
Executive with the following:


(a)           A lump-sum cash
amount equal to the Executive’s unpaid Base Salary (as such term is defined in
Paragraph 2.7 herein), accrued vacation pay, unreimbursed business expenses,
and all other items earned by and owed to the Executive through and including
the date of the Qualifying Termination. 
Such payment shall constitute full satisfaction for these amounts owed
to the Executive.


(b)           A lump-sum cash
amount equal to [   ] ([  ]) multiplied by the sum of
(i) the greater of the Executive’s annual rate of Base Salary in effect
upon the date of the 



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Qualifying
Termination, or the Executive’s annual rate of Base Salary in effect
immediately prior to the occurrence of the Change in Control; and (ii)
Executive’s Bonus Amount.


(c)           Immediate 100%
vesting of all stock options, and any other awards which had been provided to
the Executive by the Company or any of its subsidiaries under any incentive
compensation plan.


(d)           At the exact same
cost to the Executive, and at the same coverage level as in effect as of the
Executive’s date of Qualifying Termination (subject to changes in coverage
levels applicable to all employees generally), a continuation of the Executive’s
(and the Executive’s eligible dependents’) health insurance coverage for [       ]
([  ]) months from the date of the Qualifying Termination.  The applicable COBRA health insurance benefit
continuation period shall begin at the end of this [       ]
([  ]) month benefit continuation period.  The providing of health insurance benefits by
the Company shall be discontinued prior to the end of the [       ]
([  ]) month continuation period in the event that the Executive
subsequently becomes covered under the health insurance coverage of a
subsequent employer which does not contain any exclusion or limitation with
respect to any preexisting condition of the Executive or the Executive’s
eligible dependents.  For purposes of
enforcing this offset provision, the Executive shall have duty to inform the
Company as to the terms and conditions of any subsequent employment and the
corresponding benefits earned from such employment.  The Executive shall provide, or cause to
provide, to the Company in writing correct, complete, and timely information
concerning the same.


(e)           The Executive shall
be entitled to receive standard outplacement services from a nationally
recognized outplacement firm of the Executive’s selection, for a period of up
to one (1) year from the Executive’s date of Qualifying Termination.  However, such service shall be at the Company’s
expense to a maximum amount not to exceed twenty thousand dollars ($20,000).


2.4.         Definition
of “Change in Control.”  “Change in Control”
of the Company means, and shall be deemed to have occurred upon, the first to
occur of any of the following events:


(a)           Any Person other
than a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the beneficial owner (within
the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing thirty-three percent (33%) or more
of the total voting power represented by the Company’s then outstanding voting
securities; or


(b)           During any period of
two (2) consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Company and any new Director whose
election by the Board of Directors or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the
Directors then still in office who either were Directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or



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(c)           Consummation
of:  (i) a merger or consolidation to
which the Company is a party if the stockholders before such merger or
consolidation do not, as a result of such merger or consolidation, own,
directly or indirectly, more than sixty-seven percent (67%) of the
combined voting power of the then outstanding voting securities of the entity
resulting from such merger or consolidation in substantially the same
proportion as their ownership of the combined voting power of the Company’s
voting securities outstanding immediately before such merger or consolidation;
or (ii) a complete liquidation or dissolution or an agreement for the sale or
other disposition of all or substantially all of the Company’s assets.


However, in no
event shall a Change in Control be deemed to have occurred, with respect to the
Executive if the Executive is part of a purchasing group which consummates the
Change-in-Control transaction.  The
Executive shall be deemed “part of a purchasing group” for purposes of the
preceding sentence if the Executive is a equity participant in the purchase
company or group (except for (i) passive ownership of less than two percent
(2%) of the stock of the purchasing company; or (ii) ownership of equity
participation in the purchasing company or group which is otherwise not
significant, as determined prior to the Change in Control by a majority of the
non-employee continuing Directors).


2.5.                   Definition of “Good Reason.”  “Good Reason”
shall mean, without the Executive’s express written consent, the occurrence by
any one or more of the following within the Extended Period:


(a)           The assignment of
the Executive to duties inconsistent with the Executive’s position, duties,
responsibilities, and status as an officer, or a reduction or alteration in the
nature or status of the Executive’s authorities, duties, or responsibilities
from those in effect as of ninety (90) calendar days prior to the Change in
Control, other than an insubstantial and inadvertent act that is remedied
promptly after receipt of notice thereof given by the Executive.


(b)           The requirement that
the Executive be based at a location in excess of twenty-five (25) miles from
the location of the Executive’s principal job location or office immediately
prior to the Change in Control; except for required travel for business to an
extent consistent with the Executive’s then present business travel
obligations.


(c)           A reduction of the
Executive’s Base Salary in effect on the Effective Date, or as the same shall
be increased from time to time.


(d)           The failure of the
Company, or any of its subsidiaries, to keep in effect any of the compensation,
health and welfare benefits, or perquisite programs under which the Executive
receives value, as such programs exist immediately prior to the Change in
Control, or the failure of the Company or one of its subsidiaries, to meet the
funding requirements, if any, of each of the programs.  However, the replacement of an existing
program with a new program will be permissible (and not grounds for a Good
Reason termination) if done for all employees generally.



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(e)           Any breach by the
Company of its obligation under Section 4 of this Agreement or any failure of a
successor company to assume and agree to perform the Company’s entire obligations
under this Agreement, as required by Section 4 herein.


The Executive’s
right to terminate employment for Good Reason shall not be affected by the
Executive’s incapacity due to physical or mental illness.  The Executive’s continued employment shall not
constitute consent to, or a waiver of rights with respect to, any circumstance
constituting Good Reason herein.


2.6.         Definition of “Cause.”  “Cause” shall
mean the occurrence of any one or more of the following:


(a)           A demonstrably
willful and deliberate act or failure to act by the Executive (other than as a
result of incapacity due to physical or mental illness) which is committed in
bad faith, without reasonable belief that such action or inaction is in the
best interests of the Company, which causes actual material financial injury to
the Company, or any of its subsidiaries, and which act or inaction is not
remedied within fifteen (15) business days of written notice from the Company
or the subsidiary for which the Executive works; or


(b)           The Executive’s
conviction for committing an act of fraud, embezzlement, theft, or any other
act constituting a felony involving moral turpitude which causes material harm,
financial or otherwise, to the Company or any of its subsidiaries.


2.7.         Other Defined Terms. 
The following terms shall have the meanings set forth below:


(a)           “Base Salary” means, at any time, the then-regular annual
rate of pay which the Executive is receiving as salary, excluding amounts: (i)
designated by the Company as payment toward reimbursement of expenses; of (ii)
received under incentive or other bonus plans, regardless of whether or not the
amounts are deferred.


(b)           “Beneficial Owner” shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act
(as such term is defined below).


(c)           “Bonus Amount” means the average of the
annual cash bonuses paid to the Executive for the three (3) calendar years
immediately preceding the year in which the Qualifying Termination occurs,
including cash bonuses that are deferred pursuant to any deferral election by
Executive under a tax-qualified or non-qualified retirement or deferral plan
maintained by the Company, or any of its subsidiaries.


(d)           “Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.


(e)           “Person” shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a “group” as defined in Section 13(d) thereof.



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Section 3.              Excise Tax


3.1.         Excise Tax Payment. 
If any portion of the Severance Benefits or any other payment under this
Agreement, or under any other agreement with, or plan of the Company or any of
its subsidiaries, including but not limited to stock options and other
long-term incentives (in the aggregate “Total Payments”)
would constitute an “excess parachute payment,” such that a golden parachute
excise tax is due, the Company shall provide, or cause to be provided, to the
Executive, in cash, an additional payment in an amount to cover the full cost
of any excise tax and the Executive’s state and federal income and employment
taxes on this additional payment (cumulatively, the “Gross-Up Payment”).  This Gross-Up Payment shall be made as soon
as possible following the date of the Executive’s Qualifying Termination, but
in no event later than thirty (30) calendar days of such date.


For purposes of
this Agreement, the term “excess parachute
payment” shall have the meaning assigned to such term in Section
280G of the Internal Revenue Code, as amended (the “Code”), and the term “excise
tax” shall mean the tax imposed on such excess parachute payment
pursuant to Sections 280G and 4999 of the Code.


3.2.         Subsequent Recalculation. 
In the event the Internal Revenue Service subsequently adjusts the
excise tax computation herein described, the Company shall reimburse the
Executive for the full amount necessary to make the Executive whole on an
after-tax basis (less any amounts received by the Executive that the Executive
would not have received had the computations initially been computed as
subsequently adjusted), including the value of any underpaid excise tax, and
any related interest and/or penalties due to the Internal Revenue Service.


Section 4.              Successors
and Assignments


4.1.         Successors.  The
Company will require any successor (whether via a Change in Control, direct or
indirect, by purchase, merger, consolidation, or otherwise) of the Company to
expressly assume and agree to perform the obligations under this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.


Failure of the
Company to obtain such assumption and agreement prior to the effectiveness of
any such succession shall, as of the date immediately preceding the date of a
Change in Control, automatically give the Executive Good Reason to collect,
immediately, full benefits hereunder as a Qualifying Termination.


4.2.         Assignment by Executive. 
This Agreement shall inure to the benefit of and be enforceable by the
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, and legatees.  If an Executive should die while any amount
is still payable to the Executive hereunder, had the Executive continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executive’s devisee,
legatee, or other designee, or if there is no such designee, to the Executive’s
estate.


An Executive’s
rights hereunder shall not otherwise be assignable.



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Section 5.              Restrictive Covenants


5.1.         Covenants.  Without
the prior written consent of the Company, and where the Executive is entitled
to receive the Severance Benefits pursuant to the terms of this Agreement,
during the 24-month period next following the Executive’s termination of
employment, the Executive shall not, directly or indirectly:


(a)           Disclosure of Information. 
Use, attempt to use, disclose, or otherwise make known to any person or
entity (other than the Board of Directors of the Company):


(i)                                     Any
confidential or proprietary knowledge or information, including without
limitation, lists of customers, processes, and systems, as well as any data and
records pertaining thereto, which the Executive may acquire in the course of
his employment.


(ii)                                  Any
confidential or proprietary knowledge or information of a confidential nature
(including but not limited to all unpublished matters) relating to, within
limitation, the business, properties, accounting, books and records, computer
systems and programs, or memoranda of the Company or any of its subsidiaries.


5.2.         Acknowledgment of Covenants. 
The parties hereto acknowledge that the Executive’s services are of a
special, extraordinary, and intellectual character which gives him unique
value, and that the business of the Company and its subsidiaries is highly
competitive, and that violation of any of the covenants provided in this
Section 5 would cause immediate, immeasurable, and irreparable harm, loss and
damage to the Company not adequately compensable by a monetary award.  The Executive acknowledges that the time and
scope of activity restrained by the provisions of this Section 5 are reasonable
and do not impose a greater restraint than is necessary to protect the goodwill
of the Company’s business.  The Executive
further acknowledges that he and the Company have negotiated and bargained for
the terms of this Agreement and that the Executive has received adequate consideration
for entering into the Agreement.  In the
event of any such breach or threatened breach by the Executive of any one or
more of such covenants, the Company shall be entitled to such equitable and
injunctive relief as may be available to restrain the Executive from violating
the provisions hereof.  Nothing herein
shall be construed as prohibiting the Company from pursuing any other remedies
available at law or in equity for such breach or threatened breach, including
the recovery of damages and the immediate termination of the employment of the
Executive hereunder.


Section 6.              Miscellaneous


6.1.         Administration.


(a)           Administration.  This
Agreement shall be administered by the Board of Directors of the Company, or by
a Committee of the Board consisting of Board members designated by the Board
(the “Compensation Committee”).  The Compensation Committee (with the approval
of the Board, if the Board is not the Compensation Committee) is authorized to
interpret this Agreement, to prescribe and rescind rules and regulations, and
to make all other determinations necessary or advisable for the administration
of this Agreement.  In fulfilling its 



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administrative duties hereunder, the Compensation Committee may rely on
outside counsel, independent accountants, or other consultants to render advice
or assistance.


(b)           Claims Procedure.  If
the Executive believes that he is being denied a benefit to which he is
entitled under the Agreement, he may file a written request for such benefit
with the Company, setting forth his claim. 
Upon receipt of the claim, the Company shall advise the Executive that a
reply will be forthcoming within 15 days and shall, in fact, deliver such reply
with such period.  The Company may,
however, extend the reply period for an additional fifteen (15) days for
reasonable cause.  If the claim is denied
in whole or in part, the Company shall adopt a written opinion, using language
calculated to be understood by the Executive, setting forth:


(i)                                     The
specific reason or reasons for such denied;


(ii)                                  The
specific reference to pertinent provisions of this Agreement on which such
denial is based;


(iii)                               A
description of any additional material or information necessary for the
Executive to perfect his claim and an explanation why such material or such
information is necessary;


(iv)                              Appropriate
information as to the steps to be taken if the Executive wishes to submit the
claim for review; and


(v)                                 The
time limits for requesting the review under (c) below.


(c)           Request for Claim Decision Review.  Within thirty (30) days after receipt by the
Executive of the written opinion described above, the Executive may request in
writing that the President of the Company review the description of the
Company.  Such request must be addressed
to the President of the Company, at its then principal place of business.  The Executive or his duly authorized
representative may, but need not, review the pertinent documents and submit
issues and comments in writing for consideration by the Company.  If the Executive does not request a review of
the Company’s determination by the President of the Company within such 30-day
period, he shall be barred and estopped from challenging the Company’s
determination.  Within thirty (30) days
after the President’s receipt of a request for review, he will review the
Company’s determination.  After
considering all materials presented by the Executive, the President will render
a written opinion, written in a manner calculated to be understood by the
Executive, setting forth specific reasons for the decision and containing
specific references to the pertinent provisions of this Agreement on which the
decision is based.


6.2.         Notices.  Any notice
required to be delivered to the Company, the Compensation Committee or the
President of the Company by the Executive hereunder shall be properly delivered
to the Company when personally delivered to (including by a reputable overnight
courier), or actually received through the U.S. mail, postage prepaid, by:


Old Second Bancorp, Inc.

37 South River Street

Aurora, IL 60506



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Any notice
required to be delivered to the Executive by the Company, the Compensation
Committee or the President of the Company hereunder shall be properly delivered
to the Executive when personally delivered to (including by a reputable overnight
courier), or actually received through he U.S. mail, postage prepaid, by the
Executive at his last known address as reflected on the books and records of
the Company.


Section 7.              Contractual
Rights and Legal Remedies


7.1.         Contractual Rights to Benefits.   This Agreement establishes in the Executive
a right to the benefits to which the Executive is entitled hereunder.  However, except as expressly stated herein,
nothing herein contained shall require or be deemed to require, or prohibit or
be deemed to prohibit, the Company to segregate, earmark, or otherwise set
aside any funds or other assets, in trust or otherwise, to provide for any
payments to be made or required hereunder.


7.2.         Legal Fees and Expenses. 
The Company shall pay all legal fees, costs of litigation, prejudgment
interest, and other expenses which are incurred in good faith by the Executive
as a result of the Company’s refusal to provide the Severance Benefits to which
the Executive becomes entitled under this Agreement.   In addition, if the Executive shall resort
to either litigation or arbitration in order to secure the payment by the
Company of the Severance Benefits, and the Executive is successful in such
litigation or arbitration, then the Company shall also pay to the Executive an
additional amount equal to 25% of the Severance Benefits. Whether or not the
Executive has been successful in such litigation or arbitration shall also be
determined in the same proceeding.


7.3.         Arbitration.  The
Executive shall have the right and option to elect (in lieu of litigation) to
have any dispute or controversy arising under or in connection with this
Agreement settled by arbitration, conducted before a panel of three (3)
arbitrators sitting in a location selected by the Executive within fifty (50)
miles from the location of his or her job with the Company, in accordance with
the rules of the American Arbitration Association then in effect.  The Executive’s election to arbitrate, as
herein provided, and the decision of the arbitrators in that proceeding, shall
be binding on the Company and Executive.


Judgment may be
entered on the award of the arbitrator in any court having jurisdiction.  All expenses of such arbitration, including
the fees and expenses of the counsel for the Executive, shall be borne by the
Company.


7.4.         Unfunded Agreement. 
This Agreement is intended to be an unfunded general asset promise for a
select, highly compensated member of the Company’s management and, therefore,
is intended to be exempt from the substantive provisions of the Employee
Retirement Income Security Act of 1974 as amended.


7.5.         Exclusivity of Benefits. 
Unless specifically provided herein, neither the provisions of this
Agreement nor the benefits provided hereunder shall reduce any amounts
otherwise payable, or in any way diminish the Executive’s rights as an employee
of the Company, whether existing now or hereafter, under any compensation
and/or benefit plans (qualified or nonqualified), programs, policies, or
practices provided by the Company, for which the Executive may qualify.



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Vested benefits or
other amounts which the Executive is otherwise entitled to receive under any
plan, policy, practice, or program of the Company, at or subsequent to the
Executive’s date of Qualifying Termination, shall be payable in accordance with
such plan, policy, practice, or program except as expressly modified by this
Agreement.


7.6.         Includable Compensation. 
Severance Benefits provided hereunder shall not be considered “includable
compensation” for purposes of determining the Executive’s benefits under any
other plan or program of the Company.


7.7.         Deferred Compensation.  If
any amount or benefit provided hereunder would be considered “deferred
compensation” as defined under Code Section 409A and the regulations and
guidance issued thereunder (“Deferred
Compensation”), the Company reserves the absolute right (including
the right to delegate such right) to unilaterally amend this Agreement, without
the consent of the Executive, to avoid the application of, or to maintain
compliance with, Code Section 409A.  Any
amendment by the Company to this Agreement pursuant to this Paragraph 7.7 shall
maintain, to the extent practicable, the original intent of the applicable
provision without violating Code Section 409A. 
Any discretionary authority retained by the Company pursuant to the
terms of this Agreement shall not be applicable to any amount or benefit which
is determined to constitute Deferred Compensation, if such discretionary
authority would contravene Code Section 409A. 
In addition, notwithstanding anything contained herein to the
contrary, if at the time of a termination of employment Executive is a “specified
employee” as defined in Code Section 409A, and the regulations and guidance
thereunder in effect at the time of such termination, and then only as and to
the extent required by such provisions, the date of payment of any payments
otherwise provided hereunder shall be delayed for a period of up to six (6)
months following the date of termination.


7.8.         Employment Status. 
Nothing herein contained shall be deemed to create an employment
agreement between the Company and the Executive providing for the employment of
the Executive by either the Company or any of its subsidiaries for any fixed
period of time.  The Executive’s employment
is terminable at will by the Company, or one of its subsidiaries, or the
Executive and each shall have the right to terminate the Executive’s employment
at any time, with or without Cause, subject to the Company’s obligation to
provide Severance Benefits as required hereunder.


In no event shall
the Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, nor shall the amount of any payment hereunder be
reduced by any compensation earned by the Executive as a result of employment
by another employer, other than as provided in Paragraph 2.3(d) herein.


7.9.         Entire Agreement. 
This Agreement represents the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior discussion,
negotiations, and agreements concerning the subject matter hereof, including,
but not limited to, the Prior Agreement and any prior severance agreement made
between the Executive and the Company.


7.10.       Tax Withholding.  The
Company shall withhold from any amounts payable under this Agreement all
federal, state, city, or other taxes as legally required to be withheld.



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7.11.       Waiver of Rights. 
Except as otherwise provided herein, the Executive’s acceptance of
Severance Benefits, the Gross-Up Payment (if applicable), and any other
payments required hereunder shall be deemed to be a waiver of all rights and
claims of the Executive against the company pertaining to any matters arising
under this Agreement.


7.12.       Severability.  In the
event any provision of the Agreement shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of
the Agreement, and the Agreement shall be construed and enforced as if the
illegal or invalid provision had not been included.


7.13.       Applicable Law.  To
the extent not preempted by the laws of the United States, the laws of the
State of Illinois shall be the controlling law in all matters relating to the
Agreement.


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IN WITNESS WHEREOF, the
undersigned have set their hands the day and year set forth below their
respective signatures.


	
  OLD SECOND BANCORP, INC.

  	
   

  	
  [EXECUTIVE]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  Its:

  	
   

  	
   

  	
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  Date:

  	
   

  	
   

  	
   

  	
   

  



 



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