**Exhibit 10.4**

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**WESTSUBURBAN BANCORP, INC.**

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RESTATED EMPLOYMENT AGREEMENT – DUANE G. DEBS

 

This RESTATED EMPLOYMENT AGREEMENT (this “**Agreement**”), is made and entered into as of the 29th day of December, 2008 (the “**Effective Date**”), by and between WEST SUBURBANBANCORP, INC., an Illinois corporation (the “**Employer**”),and DUANE G. DEBS, an Illinois resident (the “**Executive**”).

 

**RECITALS:**

 

A.            The Employer ownsall of the issued and outstanding capital stock of West Suburban Bank, Lombard,Illinois (the “**Bank**”).

 

B.             The Employerdesires to continue to employ the Executive as an officer of the Employer andof the Bank for a specified term and the Executive is willing to continue suchemployment upon the terms and conditions hereinafter set forth.

 

C.             Additionally, theEmployer recognizes that circumstances may arise which may result in a changein control of the Employer and/or the Bank (through acquisition or otherwise)thereby causing uncertainty with respect to the Executive’s employment withoutregard to the competence or past contributions of the Executive and that suchuncertainty may result in the loss to the Employer and/or the Bank of thevaluable services provided by the Executive. In such circumstances, the Employer and the Executive wish to providereasonable security to the Executive against changes in the Executive’semployment relationship with the Employer and/or the Bank.

 

D.            The Executivecurrently serves as the President and Chief Financial Officer of Employer andthe Senior Vice President, Comptroller and Trust Officer of the Bank pursuantto that certain Employment Agreement dated March 8, 2004, as amended (the “**Employment Agreement**”).

 

E.             The parties desireto amend and restate the Employment Agreement in accordance with the terms, andsubject to the conditions, set forth herein in order to comply with therequirements of Section 409A of the Internal Revenue Code of 1986, asamended, and the related U.S. Treasury Department regulations and guidancepromulgated thereunder (“**Code Section 409A**”).

 

**NOW, THEREFORE,** inconsideration of the promises and of the covenants and agreements hereinaftercontained, it is covenanted and agreed by and between the parties hereto asfollows:

 

**A****GREEMENTS:**

 

# 1.             **TERM OF EMPLOYMENT WITHAUTOMATIC RENEWAL PROVISIONS.  The period of the Executive’s employmentunder this Agreement shall be deemed to have commenced on the Effective Dateand shall continue for a period of approximately three (3) years through December 31,2011.  The term of employment of the**

 

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# **Executive under this Agreement shallautomatically be extended for one (1) additional year on December 31****st of each year beginning December 31, 2009,unless either the Employer or the Executive notifies the other party, bywritten notice delivered no later than November 1****st of such year, that the term of employment ofthe Executive under this Agreement shall not be extended for an additionalyear.  In addition, upon the occurrenceof a Change in Control (as defined below), the term of employment of the Executiveunder this Agreement shall be automatically renewed and extended to provide aterm of employment (in accordance with the terms, and subject to theconditions, set forth herein) equal to a period of three (3) years fromthe date of the consummation of the Change in Control.**

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# 2.             POSITION AND DUTIES. The Employer hereby continues to employ the Executive as the Presidentand Chief Financial Officer of the Employer and as the Senior Vice President,Comptroller and Trust Officer of the Bank or in such other senior executivecapacity as shall be mutually agreed between the Employer and theExecutive.  During the period of theExecutive’s employment hereunder, the Executive shall devote his best effortsand full business time, energy, skills and attention to the business andaffairs of the Employer and its affiliates, including the Bank.  The Executive’s duties and authority shallconsist of and include all duties and authority customarily performed and heldby persons holding equivalent positions with business organizations similar innature and size to the Employer, as such duties and authority are reasonablydefined, modified and delegated from time to time by the Board of Directors ofthe Employer (the “**Board**”).  The Executive shall have the powers necessaryto perform the duties assigned to him and shall be provided such supportingservices, staff and other assistance, office space and accoutrements as shallbe reasonably necessary and appropriate in the light of such assigned duties.

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# 3.             COMPENSATION.  Ascompensation for the services to be provided by the Executive hereunder, theExecutive shall receive the following compensation, expense reimbursement andother benefits:

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## (a)           BASE SALARY.  The Executive shall receive an aggregateannual minimum base salary at the rate of two hundred fourteen thousand twohundred forty four and 91/100 dollars ($214,244.91) payable in installments inaccordance with the regular payroll schedule of the Bank (“**Base Salary**”).  Such Base Salary shall be subject to reviewannually commencing in 2009 and shall be maintained or increased during theterm hereof in accordance with the Employer’s established managementcompensation policies and practices.

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## (b)           BONUS.  The Executive shall be eligible for an annualbonus (“**Bonus**”) with respect toeach fiscal year of the Employer in accordance with the Employer’s compensationand bonus policies and practices for senior executive officers.  The amount of the Bonus, if any, shall bedetermined by the Compensation Committee of the Board (the “**Compensation Committee**”).  The Bonus, if any, shall be paid no laterthan March 15th of the year following the calendar year inwhich the Bonus is earned.

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## (c)           DEFERRED COMPENSATION.  The Employer shall make contributions for thebenefit of the Executive to the Employer’s Directors and Senior ManagementDeferred 

 

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## Compensation Plan (“**DeferredCompensation Plan**”), including any successor plan or programthereto, in an annual amount of not less than twenty-five thousand dollars($25,000).

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## (d)           VACATIONS.  The Executive shall receive paid vacationdays of at least such number of paid vacation days as the Executive shall beentitled to receive as of the date hereof in accordance with the Employer’svacation policy in effect as of the date hereof.  The method of accrual, forfeiture andscheduling of vacation days shall be in accordance with, and subject to, theEmployer’s general vacation policies and practices.

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## (e)           LONG TERM CARE INSURANCE.  The Employer shall provide the Executive andthe Executive’s spouse with coverage under, and shall pay the premiums withrespect to, long term care insurance in accordance with the terms, and subjectto the conditions, as the Employer shall provide to other senior executiveofficers.  The Executive acknowledgesthat this benefit shall be subject to the continued availability of such longterm care insurance from the insurer under which this benefit is provided toother senior executives from time to time.

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## (f)            REIMBURSEMENT OF EXPENSES.  The Executive shall be reimbursed, uponsubmission of appropriate vouchers and supporting documentation, for alltravel, entertainment and other out-of-pocket expenses reasonably andnecessarily incurred by the Executive in the performance of his dutieshereunder and shall be entitled to attend seminars, conferences and meetingsrelating to the business of the Employer consistent with the Employer’sestablished policies in that regard; provided, that such reimbursement will bemade as soon as practicable and, when taxable to the Executive, shall be madeno later than the end of the calendar year following the year in which theexpenses or other charges were incurred.

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## (g)           OTHER BENEFITS.  The Executive shall be entitled to allbenefits specifically established for him and, when and to the extent he iseligible therefor, to participate in all plans and benefits generally accordedto senior executives of the Employer, including, but not limited to thefollowing to the extent provided, if at all, to other senior executives of theEmployer:  pension; profit-sharing;employee stock ownership plan; supplemental retirement; incentive compensation;bonus; disability income; split-dollar life insurance; group life; health,medical (including dental, vision and prescription drug insurance, if any) andhospitalization insurance; long term care insurance; and similar or comparableplans, and also to perquisites extended to similarly situated seniorexecutives; *provided, however*, that such plans,benefits and perquisites shall be no less than those made available to allother employees of the Employer.

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## (h)           WITHHOLDING.  The Employer shall be entitled to withholdfrom amounts payable to the Executive hereunder, any federal, state or localwithholding or other taxes or charges which it is from time to time required towithhold.  The Employer shall be entitledto rely upon the opinion of its legal counsel with regard to any questionconcerning the amount or requirement of any such withholding.

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# 4.             CONFIDENTIALITY AND LOYALTY.  The Executive acknowledges that heretofore orhereafter during the course of his employment he has produced and may hereafterproduce and have access to material, records, data, trade secrets and informationnot generally available to the public (collectively, “**Confidential Information**”) regarding theEmployer and its subsidiaries and affiliates. Accordingly, during and subsequent to termination of this 

 

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# Agreement, the Executive shall hold in confidence andnot directly or indirectly disclose, use, copy or make lists of any suchConfidential Information, except to the extent that such information is orthereafter becomes lawfully available from public sources, or such disclosureis authorized in writing by the Employer, required by a law or any competentadministrative agency or judicial authority, or otherwise as reasonablynecessary or appropriate in connection with performance by the Executive of hisduties hereunder.  All records, files,documents and other materials or copies thereof relating to the Employer’sbusiness which the Executive shall prepare or use, shall be and remain the soleproperty of the Employer, shall not be removed from the Employer’s premiseswithout its written consent, and shall be promptly returned to the Employerupon termination of the Executive’s employment hereunder.  The Executive agrees to abide by the Employer’sreasonable policies, as in effect from time to time, respecting avoidance ofinterests conflicting with those of the Employer.  In the event of any violation or threatenedviolation of these restrictions, the Employer, in addition to and not inlimitation of being relieved of all further obligations under this Agreementand of any other rights, remedies or damages available to the Employer underthis Agreement or otherwise at law or in equity, shall be entitled topreliminary and permanent injunctive relief to prevent or restrain any suchviolation by the Executive and any and all persons directly or indirectlyacting for or with him, as the case may be.

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# 5.             TERMINATION.  TheExecutive’s employment during the term of thisAgreement may be terminated by the Employer or the Executive without any breachof this Agreement only under the circumstances described in this Section 5(where such termination constitutes a “separation from service” pursuant toCode Section 409A):

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## (a)                                  AGREEMENTNON-EXTENSION OR EMPLOYMENT TERMINATION BY THE EMPLOYER AND TERMINATION BY THEEXECUTIVE.

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### (i)            In the event of the termination ofthe Executive’s employment under this Agreement by the Employer prior to thelast day of the then current term for any reason other than a termination inaccordance with the provisions of paragraph (c) of this Section 5 (TERMINATIONFOR CAUSE), the Employer shall pay the Executive a lump sum payment equal tothe sum of the amount of his Base Salary payable for the remainder of thecurrent term, plus the amount of the Executive’s annual Bonus(es) payable forthe remainder of the current term based on an amount equal to the average ofhis most recent three (3) years’ annual Bonus amounts.  Such payment shall be paid to the Executivewithin thirty (30) days of the Executive’s termination of employment.  In addition, the Employer shall continue toprovide coverage for the Executive at the same or equivalent level as theExecutive’s coverage prior to his termination of employment under all plans andbenefits otherwise provided to senior executives of the Employer (includingwithout limitation, group health, life, disability and long term care insurancecoverage, club dues, and Deferred Compensation Plan contributions) by paymentof the applicable premiums and reimbursements in accordance with the Employer’sstandard payment practice, unless unable to continue such coverage by law, forthe remainder of the term of this Agreement, *provided,however*, that the payment of these amounts by the Employer shall notoffset or diminish any compensation or benefits accrued as of the date oftermination.  In the event of anon-extension of this Agreement by the Employer in accordance with theprovisions of Section 1, the Employer shall:  (A) continue to pay the Executive theBase Salary then payable to the Executive pursuant to the Employer’s standardpayroll practice; (B) continue to pay the 

 

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### Executive an annual Bonusin an amount equal to the average of his most recent three (3) years’annual Bonus amounts pursuant to the Employer’s standard Bonus paymentpractices; and (C) continue to provide coverage for the Executive at thesame or equivalent level as the Executive’s coverage prior to the non-extensionunder all plans and benefits otherwise provided to senior executives of theEmployer (including without limitation, group health, life, disability and longterm care insurance coverage, club dues, and Deferred Compensation Plancontributions) by payment of the applicable premiums and reimbursements inaccordance with the Employer’s standard payment practice, unless unable tocontinue such coverage by law, for the remainder of the term of this Agreement;*provided, however*, that in thecircumstance where the term of this Agreement is not extended, the Executivemust remain employed with the Employer to receive such payments and benefits;further provided, that the continued payment of these amounts by the Employershall not offset or diminish any compensation or benefits accrued as of thedate of the notice of non-extension.  Inaddition, within thirty (30) days of the Executive’s termination of employment,the Employer shall pay the Executive: (a) such Base Salary and vacationpay (for unused vacation days in accordance with the Employer’s policies andpractices with respect to vacation pay) as shall have accrued and remainsunpaid through the effective date of the termination; (b) Bonusespreviously determined by the Compensation Committee for any prior fiscal year(s) thatremain unpaid; (c) for all accrued and unused sick days; and (d) reimbursementof previously incurred expenses eligible for reimbursement pursuant to theEmployer’s policies and practices concerning reimbursement of expenses.  Further provided, that the Executive shallalso have such rights to payments, if any, as are provided under the terms ofthe Deferred Compensation Plan, the Amended and Restated Life InsuranceAgreement entered into by and between the Employer and the Executive and asamended from time to time and such retirement plans under which the Executiveparticipated at the time of the termination of his employment.

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### (ii)           In the event that the term of thisAgreement is not extended in accordance with the provisions of Section 1,the Executive may elect to terminate his employment and upon such termination,the Employer shall pay the Executive a lump sum amount equal to nine (9) timesthe sum of: (A) the monthly Base Salary then payable to the Executive;plus (B) one twelfth (1/12) of the base annual deferred compensationcontribution made by the Employer under the Deferred Compensation Plan for theyear prior to the Executive’s termination. The election by the Executive to terminate his employment pursuant tothis subparagraph (a)(ii) must be delivered in writing to the Employerwithin forty-five (45) days of the later of his receipt of notice of thenon-extension of the term of this Agreement or December 31st of the year during which such notice isdelivered.  Payment to the Executive willbe made within thirty (30) days of such termination.  In addition, within thirty (30) days of theExecutive’s termination of employment, the Employer shall pay the Executive: (a) suchBase Salary and vacation pay (for unused vacation days in accordance with theEmployer’s policies and practices with respect to vacation pay) as shall haveaccrued and remains unpaid through the effective date of the termination; (b) Bonusespreviously determined by the Compensation Committee for any prior fiscal year(s) thatremain unpaid; (c) for all accrued and unused sick days; and (d) reimbursementof previously incurred expenses eligible for reimbursement pursuant to theEmployer’s policies and practices concerning reimbursement of expenses.  Further provided, that the Executive shallalso have such rights to payments, if any, as are provided under the terms ofthe Deferred Compensation Plan, the Amended and Restated Life InsuranceAgreement entered into by and 

 

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### between the Employer andthe Executive and as amended from time to time and such retirement plans underwhich the Executive participated at the time of the termination of hisemployment.

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### (iii)          Unless a Change in Control shall haveoccurred, if the Employer is not in compliance with its minimum capitalrequirements or if the payments required under subparagraph (i) or (ii) abovewould cause the Employer’s capital to be reduced below its minimum capitalrequirements, such payments shall be deferred, as permitted pursuant to Code Section 409A,until such time as the Employer is in capital compliance.

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## (b)           CONSTRUCTIVE DISCHARGE.  If at any time during the term of thisAgreement, except in connection with a termination pursuant to paragraph (c) (TERMINATIONFOR CAUSE) of this Section 5, the Executive is Constructively Discharged(as hereinafter defined) then the Executive shall have the right, by writtennotice to the Employer within sixty (60) days of the initial existence of suchConstructive Discharge condition, to terminate his services hereunder,effective as of the thirtieth (30th) day after such notice, and the Executiveshall have no rights or obligations under this Agreement other than as providedin Sections 4 and 8 hereof; *provided, however*,the Employer shall have thirty (30)days from the date of such notice in which to cure the condition giving rise toa Constructive Discharge, if curable. If, during such thirty (30) day period, the Employer cures the conditiongiving rise to Constructive Discharge, then the Executive’s notice oftermination hereunder shall not be effective, the Executive’s employment shallcontinue until otherwise terminated under this Agreement, and no benefits shallbe due under this Agreement with respect to such occurrence.  If the Employer fails to cure the conditiongiving rise to Constructive Discharge within such thirty (30) day period,the Executive shall be entitled to a lump sum payment of compensationand benefits and continuation of all plans and benefits as if such terminationof his employment was pursuant to subparagraph (a)(i) of this Section 5to be paid within thirty (30) days of the Executive’s termination ofemployment.

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### (i)            For purposes of this Agreement, theExecutive shall be “**Constructively Discharged**”upon the occurrence of any one of the following events:

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#### (A)          The Executive is notre-elected or is removed from the positions with the Employer or any affiliateset forth in Section 1 hereof, other than as a result of the Executive’selection or appointment to positions of equal or superior scope andresponsibility; or

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#### (B)           The Executive shallfail to be vested by the Employer with the powers and authority of hisappointed office; or

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#### (C)           The Employer changesthe primary employment location of the Executive to a place that is more thanthirty (30) miles from the primary employment location as of the Effective Dateof this Agreement; or

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#### (D)          The Employerotherwise commits a material breach of its obligations under this Agreement.

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## (c)            TERMINATION FOR CAUSE.  The Executive’s employment hereunder may beterminated for Cause (as hereinafter defined). “**Cause**” shall mean:  (i) the Executive’s death; (ii) amaterial violation by the Executive of any applicable material law orregulation respecting

 

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## the business of the Employer; (iii) the Executivebeing found guilty of a felony or an act of dishonesty in connection with theperformance of his duties as an officer of the Employer, or which disqualifiesthe Executive from serving as an officer or director of the Employer; or (iv) thewillful or negligent failure of the Executive to perform his duties hereunderin any material respect.  The Executive’semployment under this Agreement may be terminated immediately for any Causeexcept under (iv) above.  TheExecutive shall be entitled to at least thirty (30) days’ prior written noticeof the Employer’s intention to terminate his employment under (iv) above,specifying the grounds for such termination, a reasonable opportunity to cureany conduct or act, if curable, alleged as grounds for such termination, and areasonable opportunity to present to the Board his position regarding anydispute relating to the existence of such Cause.  Upon the Executive’s termination for Cause,the Employer shall have no obligations to the Executive other than payment,within thirty (30) days, of:  (A) suchBase Salary and vacation pay (for unused vacation days in accordance with theEmployer’s policies and practices with respect to vacation pay) as shall haveaccrued and remains unpaid through the effective date of the termination; (B) Bonusespreviously determined by the Compensation Committee for any prior fiscal year(s) thatremain unpaid; (C) all accrued and unused sick days; and (D) reimbursementfor previously incurred expenses eligible for reimbursement pursuant to theEmployer’s policies and practices concerning reimbursement of expenses.  In addition, the Executive shall also havesuch rights to payments, if any, as are provided under the terms of theDeferred Compensation Plan, the Amended and Restated Life Insurance Agreemententered into by and between the Employer and the Executive and as amended fromtime to time and such retirement plans under which the Executive participatedat the time of the termination of his employment.

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## (d)           TERMINATION UPON DEATH.  Upon the Executive’s death, the Employershall have no obligations to the Executive other than payment, within thirty(30) days, of:  (i) such Base Salaryand vacation pay (for unused vacation days in accordance with the Employer’spolicies and practices with respect to vacation pay) as shall have accrued andremains unpaid through the date of death; (ii) Bonuses previouslydetermined by the Compensation Committee for any prior fiscal year(s) thatremain unpaid; (iii) all accrued and unused sick days; and (iv) reimbursementfor previously incurred expenses eligible for reimbursement pursuant to theEmployer’s policies and practices concerning reimbursement of expenses.  In addition, the Executive shall also havesuch rights to payments as are provided under the Deferred Compensation Plan,the Amended and Restated Life Insurance Agreement entered into by and betweenthe Employer and the Executive and as amended from time to time and suchretirement plans under which the Executive participated at the time of hisdeath.  Payment shall be made to suchbeneficiary as the Executive may designate in writing, or failing suchdesignation, to the executor of his estate, in full settlement and satisfactionof all claims and demands on behalf of the Executive.  Such payments shall be in full settlement andsatisfaction of all payments provided for in this Agreement.

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## (e)           TERMINATION UPON CHANGE IN CONTROL.

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### (i)            In the event of a Change in Controland the termination of the Executive’s employment under either (A) or (B) below,the Executive shall be entitled to a lump sum payment equal to three (3) timesthe sum of the following:  (w) hisannual Base Salary then payable; plus (x) the average of his most recentthree (3) years’ annual Deferred Compensation 

 

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### Plan contributions; plus (y) theaverage of his most recent three (3) years’ Employer contributions to allEmployer-sponsored tax-qualified retirement plans; plus (z) the average ofhis most recent three (3) years’ annual Bonuses.  The payment of such lump sum shall be paid tothe Executive within thirty (30) days of his termination of employment.  In the event of a Change in Control, theEmployer shall also provide the Executive with the benefits contemplated insubparagraph (ii) of paragraph (g) (CERTAIN INSURANCE BENEFITS) ofthis Section 5 below and, upon termination of the Executive’s employmentunder either (A) or (B) below, shall pay the Executive, within thirty(30) days of termination:  (a) suchBase Salary and vacation pay (for unused vacation days in accordance with theEmployer’s policies and practices with respect to vacation pay) as shall haveaccrued and remains unpaid through the effective date of the termination; (b) Bonusespreviously determined by the Compensation Committee for any prior fiscal year(s) thatremain unpaid; (c) for all accrued and unused sick days; and (d) reimbursementof previously incurred expenses eligible for reimbursement pursuant to theEmployer’s policies on reimbursement of expenses.  In addition, the Executive shall also havesuch rights to payments, if any, as are provided under the terms of theDeferred Compensation Plan, the Amended and Restated Life Insurance Agreemententered into by and between the Employer and the Executive and as amended fromtime to time and such retirement plans under which the Executive participatedat the time of the termination of his employment.  If the Executive’s employment has terminatedprior to the Change in Control in accordance with the terms of this Agreementand the Employer has made all required payments under any other applicableprovision of this Section 5, then no amount shall be paid under thisparagraph (e).  Either of the followingshall constitute termination under this paragraph:

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#### (A)          The Executiveterminates his employment by a written notice to that effect delivered to theEmployer within twenty-four (24) months after the Change in Control.

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#### (B)           The Executive’semployment under this Agreement is terminated by the Employer either incontemplation of or after the Change in Control.

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### (ii)           Notwithstanding the precedingparagraphs of this Section 5 and except as provided in this subparagraph(ii), in the event that it shall be determined that any payment, benefit orother entitlement under this Agreement and any other plan or arrangement of theEmployer or the Bank (the “**Total Payments**”)would constitute an “Excess Parachute Payment” within the meaning of Section 280Gof the Internal Revenue Code of 1986, as amended (the “**Code**”) and thereby be subject to the excisetax imposed by Section 4999 of the Code or any similar successor provisionor any interest or penalties with respect to such excise tax (collectively the “**Excise Tax**”), then, except in the case of ade Minimus Excess Amount (as defined below), the Executive shall be entitled toreceive an additional payment (a “**Gross-UpPayment**”) in an amount such that after payment by the Executive ofall taxes imposed upon the Gross-Up Payment (including any federal, state andlocal income, payroll and excise taxes and any interest or penalties imposedwith respect to such taxes), the Executive retains an amount of the Gross UpPayment equal to the Excise Tax imposed upon the Total Payments (not includingany Gross-Up Payment).  Such Gross-UpPayment shall be paid to the Executive no later than the end of the Executive’staxable year following the taxable year in which the Executive remits theExcise Tax.  If, at a later date, theInternal Revenue Service assesses a deficiency against the Executive for theExcise Tax which is greater than that which was determined at the time such

 

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### amounts were paid, thenthe Employer shall pay to the Executive the amount of such unreimbursed ExciseTax plus any interest, penalties and reasonable professional fees or expensesincurred by the Executive as a result of such assessment, including all suchtaxes with respect to any such additional amount, which amounts shall be paidto the Executive no later than the end of the Executive’s taxable yearfollowing the taxable year in which the Executive remits the deficient ExciseTax.  The highest marginal tax rateapplicable to individuals at the time of the payment of such amounts will beused for purposes of determining the federal and state income and other taxeswith respect thereto.  The Employer shallwithhold from any amounts paid under this Agreement the amount of any ExciseTax or other federal, state or local taxes then required to be withheld.  Computations of the amount of the Gross-UpPayment paid under this subparagraph shall be conclusively made by the Employer’sindependent accountants, in consultation, if necessary, with the Employer’sindependent legal counsel.  If, after theExecutive receives any Gross-Up Payment or other amount pursuant to thissubparagraph, the Executive receives any refund with respect to the Excise Tax,the Executive shall promptly pay the Employer the amount of such refund withinten (10) days of receipt by the Executive. Notwithstanding the foregoing, in the event that the amount by which thepresent value of the Total Payments which would constitute an Excess ParachutePayment is less than two percent (2%) of the Total Payments, then such ExcessParachute Payment shall be deemed to be a “**deMinimus Excess Amount**” and the Executive shall not be entitled to aGross-Up Payment.  In such a case, theTotal Payments will be reduced to an amount (the “**Non-Triggering Amount**”), the value of which is one dollar($1.00) less than an amount equal to three (3) times the Executive’s “baseamount,” as determined in accordance with Code Section 280G; *provided, however*, that such reduction shall not be madeunless the Non-Triggering Amount would be greater than the aggregate value ofthe Total Payments (without such reduction) minus the amount of Excise Taxrequired to be paid by the Executive thereon. The allocation of the reduction required by the preceding sentence shallbe determined by the Executive and the Executive shall notify the Employer inwriting of the allocation; *provided, however*,that if the Executive fails to notify the Employer, then the Employer shallmake the allocation; and *provided further, however*,that any such allocation shall not be effective where it would result in animposition of additional income tax under Code Section 409A.

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### (iii)          For purposes of this Agreement, theterm “**Change in Control**” shallmean any of the following:

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#### (A)          The consummation ofthe acquisition by any person (as such term is defined in Section 13(d) or14(d) of the Securities Exchange Act of 1934, as amended (the “**1934 Act**”)) of beneficial ownership (withinthe meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty percent(50%) or more of the combined voting power of the then outstanding votingsecurities of the Employer or the Bank; or

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#### (B)           The individuals who,as of the date hereof, are members of the Board of the Employer or the Bankcease for any reason to constitute a majority of the Board, unless theelection, or nomination for election by the shareholders, of any new directorwas approved by a vote of a majority of the Board, and such new director shall,for purposes of this Agreement, be considered as a member of the Board; or

 

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#### (C)           Consummation by theEmployer or the Bank of:  (1) amerger or consolidation if the shareholders immediately before such merger orconsolidation do not, as a result of such merger or consolidation, own,directly or indirectly, more than fifty percent (50%) of the combined votingpower of the then outstanding voting securities of the entity resulting fromsuch merger or consolidation in substantially the same proportion as theirownership of the combined voting power of the voting securities of the Employeror the Bank outstanding immediately before such merger or consolidation; or (2) acomplete liquidation or dissolution or an agreement for the sale or otherdisposition of all or substantially all of the assets of the Employer or theBank.

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### Notwithstandingthe foregoing, a Change in Control shall not be deemed to occur solely becausefifty percent (50%) or more of the combined voting power of the thenoutstanding securities of the Employer or the Bank is acquired by:  (1) a trustee or other fiduciary holdingsecurities under one or more employee benefit plans maintained for employees ofthe Employer or the Bank; or (2) any corporation which, immediately priorto such acquisition, is owned directly or indirectly by the shareholders in thesame proportion as their ownership of stock of the Employer or the Bankimmediately prior to such acquisition.

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## (f)            REGULATORY SUSPENSION ANDTERMINATION.

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### (i)            If the Executive is suspended fromoffice and/or temporarily prohibited from participating in the conduct of theEmployer’s affairs by a notice served under Section 8(e)(3) (12U.S.C. Section 1818(e)(3)) or 8(g) (12 U.S.C. Section 1818(g))of the Federal Deposit Insurance Act, as amended, the Employer’s obligationsunder this contract shall be suspended as of the date of service, unless stayedby appropriate proceedings.  If thecharges in the notice are dismissed, the Employer shall: (A) pay theExecutive all of the compensation withheld while the contract obligations weresuspended; and (B) reinstate any of the obligations which were suspended.

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### (ii)           If the Executive is removed and/orpermanently prohibited from participating in the conduct of the Employer’saffairs by an order issued under Section 8(e) (12 U.S.C. Section 1818(e))or 8(g) (12 U.S.C. Section 1818(g)) of the Federal Deposit InsuranceAct, as amended, all obligations of the Employer under this contract shallterminate as of the effective date of the order, but vested rights of thecontracting parties shall not be affected.

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### (iii)          If the Employer is in default asdefined in Section 3(x) (12 U.S.C. Section 1813(x)(1)) of theFederal Deposit Insurance Act, as amended, all obligations of the Employerunder this contract shall terminate as of the date of default, but thisparagraph shall not affect any vested rights of the contracting parties.

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### (iv)          All obligations of the Employer underthis contract shall be terminated, except to the extent determined thatcontinuation of the contract is necessary for the continued operation of theinstitution by the Federal Deposit Insurance Corporation (the “**FDIC**”), at the time the FDIC enters into anagreement to provide assistance to or on behalf of the Employer under theauthority contained in Section 13(c) (12 U.S.C. Section 1823(c))of the Federal Deposit Insurance Act, as amended, or when the Employer isdetermined by the FDIC to be in an 

 

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### unsafe or unsound condition.  Any rights of the parties that have alreadyvested, however, shall not be affected by such action.

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### (v)           Any payments made to the Executivepursuant to this Agreement, or otherwise, are subject to and conditioned upontheir compliance with Section 18(k) (12 U.S.C. Section 1828(k))of the Federal Deposit Insurance Act as amended, and any regulationspromulgated thereunder.

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## (g)           CERTAIN INSURANCE BENEFITS.

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### (i)            In the event of the termination ofthe Executive’s employment under this Agreement due to “retirement” (ashereinafter defined), the Employer shall continue to provide the followingbenefits to the Executive, at the expense of the Employer, until the Executive’sdeath: (A) continuing coverage for the Executive and the Executive’sSpouse under the Employer’s health, medical, hospitalization and life insuranceprograms (including dental, vision and prescription drug coverage, if providedimmediately prior to the termination); and (B) long term care insurance inaccordance with paragraph (e) (LONG TERM CARE INSURANCE) of Section 3above including making all required payments relating to such insurancecoverage.  The term “retirement” forpurposes of this paragraph (g) shall mean the Executive: (a) terminatesemployment at or after the attainment of age 62; and (b) does not engagein any form of gainful employment on or after his termination ofemployment.  The continued coverage underthis subparagraph (g)(i) shall be for benefits at a level equivalent tothe Executive’s benefits at the time of the Executive’s termination ofemployment.  The continued coverage underthis subparagraph (g)(i) shall terminate upon the Executive’s engaging inany gainful employment on or after his termination of employment.

###  

### (ii)           After the occurrence of a Change inControl, the Employer shall continue to provide the following benefits to theExecutive, at the expense of the Employer, until the Executive’s death:  (A) continuing coverage that isequivalent to the coverage provided under the Employer’s health, medical, hospitalizationand life insurance programs (including dental, vision and prescription drugcoverage, if provided immediately prior to the termination) maintained by theEmployer at the time of the Change in Control; and (B) long term careinsurance in accordance with paragraph (e) (LONG TERM CARE INSURANCE) of Section 3above including making all required payments relating to such insurancecoverage.

###  

### (iii)          In the event of the termination of theExecutive’s employment under this Agreement other than as contemplated above inthis paragraph (g) or pursuant to paragraph (c) (TERMINATION FORCAUSE) of Section 5 above, at the election of the Executive (including theestate of the Executive) and the Executive’s Spouse and provided such action isnot prohibited by the policy pursuant to which the Executive receives thebenefit contemplated in paragraph (e) (LONG TERM CARE INSURANCE) of Section 3above, the Employer shall take all actions necessary, including, but notlimited to, a transfer and assignment of its interests in the long term healthinsurance provided to the Executive pursuant to paragraph (e) (LONG TERMCARE INSURANCE) of Section 3 above, in order to facilitate the ability ofthe Executive and the Executive’s Spouse to continue to maintain the long termhealth insurance at no additional cost to the Employer.

 

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### (iv)          The payment of premiums for insurancebenefits listed in this paragraph (g) shall be remitted to the appropriatecarrier no later than thirty (30) days following receipt of the applicablepremium invoice.

###  

# 6.             PAYMENT UPON DISABILITY. If during the term of this Agreement, the Executive is deemed to have aDisability (as hereinafter defined), the Employer shall provide the Executivewith the payments and benefits set forth in this Section 6.  “**Disability**,”for purposes of this Agreement shall mean that: (i) the Executive isunable to engage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment that can be expected to result indeath or can be expected to last for a continuous period of not less thantwelve (12) months, or (ii) the Executive is, by reason of any medicallydeterminable physical or mental impairment that can be expected to result indeath or can be expected to last for a continuous period of not less thantwelve (12) months, receiving income replacement benefits for a period of notless than three (3) months under an accident and health plan coveringemployees of the Employer.  The Executiveshall be entitled to the compensation and benefits provided for under thisAgreement for any period during the term of this Agreement and prior to theestablishment of the Executive’s Disability during which the Executive isunable to work due to a physical or mental infirmity.  If the Executive is determined to have aDisability, the Employer shall continue to pay the Executive eighty percent(80%) of the Base Salary per month then payable to the Executive, reduced byany amounts received under the Employer sponsored disability income insuranceprogram, and shall continue to provide coverage for the Executive under thehealth and life insurance programs maintained by the Employer by the payment ofapplicable premiums in accordance with the Employer’s standard payment practiceuntil the earlier of the date the Executive returns to full-time employment,either with the Employer or another employer, or the Executive’s normalretirement age under the Social Security Act, as amended.  In addition, if the Executive’s employment isterminated following his Disability, the Employer shall pay the Executive,within thirty (30) days of termination: (i) such Base Salary and vacationpay (for unused vacation days in accordance with the Employer’s policies andpractices with respect to vacation pay) as shall have accrued and remainsunpaid through the effective date of the termination; (ii) Bonusespreviously determined by the Compensation Committee for any prior fiscal year(s) thatremain unpaid; (iii) for all accrued and unused sick days; and (iv) reimbursementof previously incurred expenses eligible for reimbursement pursuant to theEmployer’s policies and practices concerning reimbursement of expenses.  Further provided, that the Executive shallalso have such rights to payments, if any, as are provided under the terms ofthe Deferred Compensation Plan, the Amended and Restated Life InsuranceAgreement entered into by and between the Employer and the Executive and asamended from time to time and such retirement plans under which the Executiveparticipated at the time of his termination. Notwithstanding any other provision of this Agreement, in the event ofthe termination of the Executive’s employment under this Agreement for anyreason, if permitted by law, the Executive may elect to have any disabilityincome insurance policy maintained by the Employer on his behalf transferred tohim, and he shall assume all obligations thereunder.

#  

# 7.             INTEREST IN ASSETS. Neither the Executive nor his estate shall acquire hereunder any rightsin funds or assets of the Employer, otherwise than by and through the actualpayment of amounts payable hereunder; nor shall the Executive or his estatehave any power to transfer, assign, anticipate, hypothecate or otherwiseencumber in advance any of said payments;

 

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# nor shall any of such payments be subject to seizurefor the payment of any debt, judgment, alimony, separate maintenance or betransferable by operation of law in the event of bankruptcy, insolvency orotherwise of the Executive.

#  

# 8.             INDEMNIFICATION.

#  

## (a)           INSURANCE.  The Employer shall provide the Executive(including his heirs, personal representatives, executors and administrators)for the term of this Agreement with coverage under a standard directors’ andofficers’ liability insurance policy at its expense.

##  

## (b)           INDEMNIFICATION UNDER STATE LAW.  In addition to the insurance coverageprovided for in paragraph (a) of this Section 8, the Employer shallhold harmless and indemnify the Executive (and his heirs, executors andadministrators) to the fullest extent permitted under applicable law againstall expenses and liabilities reasonably incurred by him in connection with orarising out of any action, suit or proceeding in which he may be involved byreason of his having been an officer of the Employer (whether or not hecontinues to be an officer at the time of incurring such expenses orliabilities), such expenses and liabilities to include, but not be limited to,judgments, court costs and attorneys’ fees and the cost of reasonablesettlements.

##  

## (c)           ADVANCEMENT OF EXPENSES.  In the event the Executive becomes a party,or is threatened to be made a party, to any action, suit or proceeding forwhich the Employer has agreed to provide insurance coverage or indemnificationunder this Section 8, the Employer shall, to the full extent permittedunder applicable law, advance all expenses (including reasonable attorneys’fees), judgments, fines and amounts paid in settlement (collectively “**Expenses**”) incurred by the Executive inconnection with the investigation, defense, settlement, or appeal of anythreatened, pending or completed action, suit or proceeding, subject to receiptby the Employer of a written undertaking from the Executive:  (i) to reimburse the Employer for allExpenses actually paid by the Employer to or on behalf of the Executive in theevent it shall be ultimately determined that the Executive is not entitled toindemnification by the Employer for such Expenses; and (ii) to assign tothe Employer all rights of the Executive to indemnification, under any policyof directors’ and officers’ liability insurance or otherwise, to the extent ofthe amount of Expenses actually paid by the Employer to or on behalf of theExecutive.

##  

# 9.             GENERAL PROVISIONS.

#  

## (a)           SUCCESSORS.  This Agreement is personal to the Executiveand shall not be assignable by the Executive other than by will or the laws ofdescent and distribution.  This Agreementshall inure to the benefit of and be enforceable by the Executive’s designatedbeneficiary, or if none, the Executive’s estate.  This Agreement shall be binding upon andinure to the benefit of the Employer and its successors, and any successor ofthe Employer shall be deemed the “Employer” hereunder.  The Employer shall require any successor toall or substantially all of the business and/or assets of the Employer, whetherdirectly or indirectly, by purchase, merger, consolidation, acquisition ofstock, other business combination, or otherwise, by a written agreement in formand substance satisfactory to the Executive, expressly to assume and agree toperform this Agreement in the same manner and to the same extent as theEmployer would be required to perform if no such succession had taken place.

 

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## (b)           ENTIRE AGREEMENT; MODIFICATIONS.  This Agreement, along with the Amended andRestated Life Insurance Agreement and the Participation Agreement under theDeferred Compensation Plan, constitutes the entire agreement between theparties respecting the subject matter hereof, and supersedes all prioremployment agreements and all prior negotiations, undertakings, agreements andarrangements with respect hereto, whether written or oral.  Except as otherwise explicitly providedherein, this Agreement may not be amended or modified except by writtenagreement signed by the Executive and the Employer.

##  

## (c)           ENFORCEMENT AND GOVERNING LAW.  The provisions of this Agreement shall beregarded as divisible and separate; if any of said provisions should bedeclared invalid or unenforceable by a court of competent jurisdiction, thevalidity and enforceability of the remaining provisions shall not be affectedthereby.  This Agreement shall beconstrued and the legal relations of the parties hereto shall be determined inaccordance with the laws of the State of Illinois without reference to the lawregarding conflicts of law.

##  

## (d)           ARBITRATION.  Any dispute or controversy arising under orin connection with this Agreement or the Executive’s employment by the Employershall be settled exclusively by arbitration, conducted by a single arbitratorsitting in a location selected by the Executive within fifty (50) miles of themain office of the Employer, in accordance with the rules ofJAMS/Endispute (“**JAMS**”) then ineffect.  The arbitrator shall be selectedby the parties from a list of arbitrators provided by JAMS, provided that noarbitrator shall be related to or affiliated with either of the parties.  No later than ten (10) days after thelist of proposed arbitrators is received by the parties, the parties, or theirrespective representatives, shall meet at a mutually convenient location ortelephonically.  At that meeting, theparty who sought arbitration shall eliminate one (1) proposed arbitratorand then the other party shall eliminate one (1) proposed arbitrator.  The parties shall continue to eliminate namesfrom the list of proposed arbitrators in this manner until a single proposedarbitrator remains.  This remainingarbitrator shall arbitrate the dispute. Each party shall submit, in writing, the specific requested action ordecision it wishes to take, or make, with respect to the matter in dispute, andthe arbitrator shall be obligated to choose one (1) party’s specific requestedaction or decision, without being permitted to effectuate any compromiseposition.  Judgment may be entered on thearbitrator’s award in any court having jurisdiction; *provided,however*, that the Executive shall be entitled to seek specificperformance of his right to be paid through the date of termination during thependency of any dispute or controversy arising under or in connection with thisAgreement.

##  

## (e)           LEGAL FEES.  All reasonable legal fees paid or incurred bythe Executive pursuant to any dispute or question of interpretation relating tothis Agreement shall be paid or reimbursed by the Employer if the Executive issuccessful on the merits pursuant to a legal judgment, arbitration orsettlement.  The Employer shall make anyrequired payment under this paragraph (e) as soon as practicable followingthe time at which such expense and/or fee is incurred, but in no event laterthan December 31 of the year following the year in which the expenseand/or fee is incurred by the Executive.

##  

## (f)            SURVIVAL.  The provisions of Sections 4 and 8 shallsurvive the termination of this Agreement.

 

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## (g)           WAIVER.  No waiver by either party at any time of anybreach by the other party of, or compliance with, any condition or provision ofthis Agreement to be performed by the other party, shall be deemed a waiver ofany similar or dissimilar provisions or conditions at the same time or anyprior or subsequent time.

##  

## (h)           NOTICES.  Notices pursuant to this Agreement shall bein writing and shall be deemed given when received; and, if mailed, shall bemailed by United States registered or certified mail, return receipt requested,postage prepaid; and if to the Employer, addressed to the principalheadquarters of the Employer, attention: Chairman; or, if to the Executive, to the address set forth below theExecutive’s signature on this Agreement, or to such other address as the partyto be notified shall have given to the other.

##  

## (i)            INTERNAL REVENUE CODE SECTION 409A.

##  

### (i)            To the extent that any of the termsand conditions contained herein constitute an amendment or modification of thetime or manner of payment under a non-qualified deferred compensation plan (asdefined under Code Section 409A), then to the extent necessary under thetransitional guidance under Internal Revenue Service Notice 2007-86, thisAgreement, as amended, constitutes an amendment to, and a new election under,such deferred compensation plan, in order to properly modify the time or mannerof payment consistent with such guidance.

###  

### (ii)           It is intended that the Agreementshall comply with the provisions of Code Section 409A so as not to subjectthe Executive to the payment of additional taxes and interest under Code Section 409A.  In furtherance of this intent, this Agreementshall be interpreted, operated and administered in a manner consistent withthese intentions, and to the extent that any regulations or other guidanceissued under Code Section 409A would result in the Executive being subjectto payment of additional income taxes or interest under Code Section 409A,the parties agree to amend the Agreement to maintain to the maximum extentpracticable the original intent of the Agreement while avoiding the applicationof such taxes or interest under Code Section 409A.

###  

### (iii)          Notwithstanding any provision in theAgreement to the contrary if, as of the effective date of the Executive’stermination of employment, he is a Specified Employee (as hereinafter defined),then, only to the extent required pursuant to Code Section 409A(a)(2)(B)(i),payments due under this Agreement which are deemed to be deferred compensationshall be subject to a six (6) month delay following the Executive’sseparation from service.  For purposes ofCode Section 409A, all installment payments of deferred compensation madehereunder, or pursuant to another plan or arrangement, shall be deemed to beseparate payments and, accordingly, the aforementioned deferral shall onlyapply to separate payments which would occur during the six (6) monthdeferral period and all other payments shall be unaffected.  All delayed payments shall be accumulated andpaid in a lump-sum catch-up payment as of the first day of the seventh-monthfollowing separation from service (or, if earlier, the date of death of theExecutive) with all such delayed payments being credited with interest(compounded monthly) for this period of delay equal to the prime rate in effecton the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to bepaid during the six-month period following the termination shall be paid to theExecutive in accordance with the payment schedule established herein.

 

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### (iv)          The term “**Specified Employee**” shall mean any person who is a “keyemployee” (as defined in Code Section 416(i) without regard toparagraph (5) thereof), as determined by the Employer based upon the12-month period ending on each December 31st (such 12-month period isreferred to below as the “identification period”).  If the Executive is determined to be a keyemployee under Code Section 416(i) (without regard to paragraph (5) thereof)during the identification period he shall be treated as a Specified Employeefor purposes of this Agreement during the 12-month period that begins on the April 1following the close of such identification period.  For purposes of determining whether theExecutive is a key employee under Code Section 416(i), “compensation”shall mean the Executive’s W-2 compensation as reported by the Employer for aparticular calendar year.

###  

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

 
| WEST SUBURBAN BANCORP,  INC. | DUANE G. DEBS           |
|------------------------------|-------------------------|
|                         |                    |
|                         |                    |
| By:                          | /s/ Kevin J. Acker      |   | /s/ Duane G. Debs |
| Name:                        | Kevin J. Acker          |   |
| Title:                       | Chief Executive Officer |   |
|                         |                    |   |
|                         |                    |   |
|                         |                    | (Address) |
|                              |                         |  |  |  |

 

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