EX-10.3






Exhibit 10.3




AMENDEMENT #1 TO

DONALD M. DAVIS

EMPLOYMENT AGREEMENT




     THIS AMENDMENT (this “Amendment”), is made and entered into as of December 29, 2008 by and
between CENTRUE FINANCIAL CORPORATION, INC., a Delaware corporation (the “Employer”), and DONALD M.
DAVIS (the “Executive”).



R E C I T A L S:




     A. The Executive serves as a St. Louis Market President of the Employer, and its wholly-owned
subsidiary, Centrue Bank.



     B. The Employer and Executive have previously entered into an employment agreement dated
October 1, 2007 (the “Agreement”) and wish to amend the Agreement to satisfy the requirements of
Section 409A of the Internal Revenue Code and to eliminate provisions of the Agreement that pertain
only to compensation or benefits that have already been paid.



     C. Except as otherwise provided in this Amendment, the Agreement shall continue in full force
and effect.



     NOW, THEREFORE, in consideration of the premises and of the covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Employer and the Executive agree to amend the Agreement as follows:



1. Section 3(b) of the Agreement is amended to provide as follows:





     (b) Performance Bonus. The Executive shall receive a quarterly performance bonus in
an amount equal to five percent (5%) of the Pre-Tax Profit of the Bank’s St. Louis, Missouri
branch(es) (the “Performance Bonus”). The term “Pre-Tax Profit” shall mean the pre-tax profits
for each fiscal quarter of the Bank’s St. Louis, Missouri branch(es), after allocation of
corporate overhead expenses and adjusted for any material income or expenses arising after the
fiscal quarter, but directly related to such fiscal quarter. By way of example and not
limitation, the charge-offs for loans originated by the St. Louis Missouri branch(es) shall
reduce the Pre-Tax Profits for each fiscal quarter. Each Performance Bonus shall be paid in the
fiscal year following the fiscal year during which the Pre-Tax Profits are based and such
payments shall be made on March 1 (based on the Pre-Tax Profits for the quarter ending March 31
of the prior fiscal year), June 1 (based on the Pre-Tax Profits for the quarter ending June 30
of the prior fiscal year), September 1 (based on the Pre-Tax Profits for the quarter ending
September 30 of the prior fiscal year), and December 1 (based on the Pre-Tax Profits for the
quarter ending December 31 of the prior fiscal year). Up to an additional five percent (5%) of
the quarterly Pre-Tax Profit of the Bank’s St. Louis, Missouri branch(es) shall also be
available to be paid to the Executive’s direct reports, such amount to be
determined by the Executive, subject to ratification by the Board and paid on the same days and
calculated in the same manner as the Performance Bonus.



2. Section 3(c) of the Agreement is amended to provide as follows:




 









 









     (c) Reimbursement of Expenses. The Executive shall be reimbursed, upon submission
of appropriate vouchers and supporting documentation, for all travel, entertainment and other
out-of-pocket expenses reasonably and necessarily incurred by the Executive in the performance
of his duties hereunder and shall be entitled to attend seminars, conferences and meetings
relating to the business of the Employer consistent with the Employer’s or the Bank’s
established policies in that regard. Reimbursement under this section will be paid no later
than March 15 of the calendar year following the calendar year in which the expenses were
incurred.



3. Section 3(g) of the Agreement is deleted in its entirety.




4. A new Section 5(a) of the Agreement is added to provide as follows and the remaining
subsections of Section 5 are renumbered 

    appropriately:





     (a) Separation from Service. Separation from Service means the termination of the
Executive’s employment with Employer and the Bank for reasons other than death or Disability. A
termination of employment will be presumed to constitute a Separation from Service if the
Executive continues to provide services as an employee of Employer in an annualized amount that
is less than 20% of the services rendered, on average, during the immediately preceding three
years of employment (or, if employed less than three years, such lesser period). The Executive
will be presumed to have not incurred a Separation from Service if the Executive continues to
provide services to Employer in an annualized amount that is 50% or more of the services
rendered, on average, during the immediately preceding three years of employment (or if employed
less than three years, such lesser period). A Separation from Service will not have occurred if
immediately following the Executive’s termination of employment, the Executive becomes an
employee of any Affiliate of Employer, unless the services to be performed would be in amount
that would result in the presumption that a Separation from Service had occurred.



5. Section 5(e)(ii), now Section 5(f)(ii), is amended to provide as follows:





     (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability to
engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident and health plan
covering employees of the Executive’s employer ;



6. The final paragraph of Section 5(h)(ii), now section 5(i)(ii) is amended to provide as
follows:





Notwithstanding the foregoing, no event described in this Section shall be considered a Change
of Control, unless the event also constitutes a change in the ownership or effective control
pursuant to Code Section 409A(a)(2)(A)(v) and the regulatory guidance promulgated thereunder.



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	CENTRUE FINANCIAL CORPORATION, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Thomas A. Daiber
	 	/s/Donald M. Davis	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	DONALD M. DAVIS	 	 
	Its: President and CEO	 	 	 	 






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