**Exhibit 10.5**

 

**WESTSUBURBAN BANCORP, INC.**

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RESTATED EMPLOYMENT AGREEMENT – MICHAEL P. BROSNAHAN

 

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 WESTSUBURBAN BANCORP, INC., an Illinois corporation (the “**Employer**”), and MICHAEL P. BROSNAHAN, anIllinois resident (the “**Executive**”).

 

**RECITALS:**

 

A.            TheEmployer owns all of the issued and outstanding capital stock of West SuburbanBank, Lombard, Illinois (the “**Bank**”).

 

B.             TheEmployer desires to continue to employ the Executive as an officer of theEmployer and of the Bank for a specified term and the Executive is willing tocontinue such employment upon the terms and conditions hereinafter set forth.

 

C.             Additionally,the Employer recognizes that circumstances may arise which may result in achange in control of the Employer and/or the Bank (through acquisition orotherwise) thereby causing uncertainty with respect to the Executive’semployment without regard to the competence or past contributions of theExecutive and that such uncertainty may result in the loss to the Employerand/or the Bank of the valuable services provided by the Executive.  In such circumstances, the Employer and theExecutive wish to provide reasonable security to the Executive against changesin the Executive’s employment relationship with the Employer and/or the Bank.

 

D.            TheExecutive currently serves as the Vice President of Employer and the SeniorVice President, Commercial Lending and Community Reinvestment Act Officer ofthe Bank pursuant to that certain Employment Agreement dated March 8,2004, as amended (the “**Employment Agreement**”).

 

E.             Theparties desire to amend and restate the Employment Agreement in accordance withthe terms, and subject to the conditions, set forth herein in order to complywith the requirements of Section 409A of the Internal Revenue Code of1986, as amended, and the related U.S. Treasury Department regulations andguidance promulgated 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 OFEMPLOYMENT WITH AUTOMATIC RENEWAL PROVISIONS. The period of theExecutive’s employment under this Agreement shall be deemed to have commencedon the Effective Date and shall continue for a period of approximately three (3) yearsthrough December 31, 2011.  The termof employment of the**

 

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# **Executive under this Agreement shallautomatically be extended for one (1) additional year on December 31****st ofeach year beginning December 31, 2009, unless either the Employer or theExecutive notifies the other party, by written notice delivered no later than November 1****st ofsuch year, that the term of employment of the Executive under this Agreementshall not be extended for an additional year. In addition, upon the occurrence of a Change in Control (as definedbelow), the term of employment of the Executive under this Agreement shall beautomatically renewed and extended to provide a term of employment (inaccordance with the terms, and subject to the conditions, set forth herein)equal to a period of three (3) years from the date of the consummation ofthe Change in Control.**

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# 2.             POSITION ANDDUTIES.  The Employer hereby continues toemploy the Executive as the Vice President of the Employer and as the SeniorVice President, Commercial Lending and Community Reinvestment Act Officer ofthe Bank or in such other senior executive capacity as shall be mutually agreedbetween the Employer and the Executive. During the period of the Executive’s employment hereunder, the Executiveshall devote his best efforts and full business time, energy, skills andattention to the business and affairs of the Employer and its affiliates,including the Bank.  The Executive’sduties and authority shall consist of and include all duties and authoritycustomarily performed and held by persons holding equivalent positions withbusiness organizations similar in nature and size to the Employer, as suchduties and authority are reasonably defined, modified and delegated from timeto time by the Board of Directors of the Employer (the “**Board**”). The Executive shall have the powers necessary to perform the dutiesassigned to him and shall be provided such supporting services, staff and otherassistance, office space and accoutrements as shall be reasonably necessary andappropriate in the light of such assigned duties.

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# 3.             COMPENSATION.  As compensation for the services to beprovided by the Executive hereunder, the Executive shall receive the followingcompensation, expense reimbursement and other benefits:

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## (a)           BASE SALARY.  The Executive shall receive an aggregate annualminimum base salary at the rate of two hundred twenty eight thousand threehundred fifty five and 30/100 dollars ($228,355.30) 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)           CLUB MEMBERSHIP.  The Executive shall be reimbursed for themembership dues and other customary charges at the Naperville Country Clubincurred by the Executive.  Any 

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## such reimbursement shall be made no later than the endof the calendar year following the year in which the dues or other charges wereincurred.

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## (d)           DEFERREDCOMPENSATION.  The Employer shallmake contributions for the benefit of the Executive to the Employer’s Directorsand Senior Management Deferred Compensation Plan (“**Deferred Compensation Plan**”), including any successor plan orprogram thereto, in an annual amount of not less than twenty-five thousanddollars ($25,000).

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## (e)           VACATIONS.  The Executive shall receive paidvacation days of at least such number of paid vacation days as the Executive shallbe entitled 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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## (f)            LONG TERM CARE INSURANCE.  TheEmployer shall provide the Executive and the Executive’s spouse with coverageunder, and shall pay the premiums with respect to, long term care insurance inaccordance with the terms, and subject to the conditions, as the Employer shallprovide to other senior executive officers. The Executive acknowledges that this benefit shall be subject to thecontinued availability of such long term care insurance from the insurer underwhich this benefit is provided to other senior executives from time to time.

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## (g)           REIMBURSEMENT OFEXPENSES.  The Executive shall bereimbursed, upon submission of appropriate vouchers and supportingdocumentation, for all travel, entertainment and other out-of-pocket expensesreasonably and necessarily incurred by the Executive in the performance of hisduties hereunder and shall be entitled to attend seminars, conferences andmeetings relating 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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## (h)           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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## (i)            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 ANDLOYALTY.  The Executive acknowledges thatheretofore or hereafter during the course of his employment he has produced andmay hereafter produce and have access to material, records, data, trade secretsand information not generally available to the public (collectively, “**Confidential Information**”) regarding theEmployer and its subsidiaries and affiliates. Accordingly, during and subsequent to termination of this Agreement, theExecutive shall hold in confidence and not directly or indirectly disclose,use, copy or make lists of any such Confidential Information, except to theextent that such information is or thereafter becomes lawfully available frompublic sources, or such disclosure is authorized in writing by the Employer,required by a law or any competent administrative agency or judicial authority,or otherwise as reasonably necessary or appropriate in connection withperformance by the Executive of his duties hereunder.  All records, files, documents and othermaterials or copies thereof relating to the Employer’s business which theExecutive shall prepare or use, shall be and remain the sole property of theEmployer, shall not be removed from the Employer’s premises without its writtenconsent, and shall be promptly returned to the Employer upon termination of theExecutive’s employment hereunder.  TheExecutive agrees to abide by the Employer’s reasonable policies, as in effectfrom time to time, respecting avoidance of interests conflicting with those ofthe Employer.  In the event of anyviolation or threatened violation of these restrictions, the Employer, in additionto and not in limitation of being relieved of all further obligations underthis Agreement and of any other rights, remedies or damages available to theEmployer under this Agreement or otherwise at law or in equity, shall beentitled to preliminary and permanent injunctive relief to prevent or restrainany such violation by the Executive and any and all persons directly orindirectly acting for or with him, as the case may be.

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# 5.             TERMINATION.  The Executive’s employment during the term ofthis Agreement may be terminated by the Employer or the Executive without anybreach of 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 thetermination of the Executive’s employment under this Agreement by the Employerprior to the last day of the then current term for any reason other than atermination in accordance with the provisions of paragraph (c) of this Section 5(TERMINATION FOR CAUSE), the Employer shall pay the Executive a lump sumpayment equal to the sum of the amount of his Base Salary payable for theremainder of the current term, plus the amount of the Executive’s annualBonus(es) payable for the remainder of the current term based on an amountequal to the average of his most recent three (3) years’ annual Bonusamounts.  Such payment shall be paid tothe Executive within thirty (30) days of the Executive’s termination ofemployment.  In addition, the Employershall continue to provide coverage for the Executive at the same or equivalentlevel as the Executive’s coverage prior to his termination of employment underall plans and benefits otherwise provided to senior executives of the Employer(including without limitation, group health, life, disability and long termcare 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 

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### of this Agreement, *provided, however*, that the payment of these amounts by theEmployer shall not offset or diminish any compensation or benefits accrued asof the date of termination.  In the eventof a non-extension of this Agreement by the Employer in accordance with the provisionsof Section 1, the Employer shall: (A) continue to pay the Executivethe Base Salary then payable to the Executive pursuant to the Employer’sstandard payroll practice; (B) continue to pay the Executive an annualBonus in 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 the dateof 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 shall alsohave such 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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### (ii)           In the event that theterm of this Agreement 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 ofthe year during which such notice is delivered. Payment to the Executive will be made within thirty (30) days of suchtermination.  In addition, within thirty(30) days of the Executive’s termination of employment, the Employer shall paythe Executive: (a) such Base Salary and vacation pay (for unused vacationdays in accordance with the Employer’s policies and practices with respect tovacation pay) as shall have accrued and remains unpaid through the effectivedate of the termination; (b) Bonuses previously determined by theCompensation Committee for any prior fiscal year(s) that remain unpaid; (c) forall accrued and unused sick days; and (d) reimbursement of previouslyincurred expenses eligible for reimbursement pursuant to the Employer’spolicies 

 

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### and practices concerningreimbursement of expenses.  Furtherprovided, that the Executive shall also have such rights to payments, if any,as are provided under the terms of the Deferred Compensation Plan, the Amendedand Restated Life Insurance Agreement entered into by and between the Employerand the Executive and as amended from time to time and such retirement plansunder which the Executive participated at the time of the termination of hisemployment.

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### (iii)          Unless a Change inControl shall have occurred, if the Employer is not in compliance with itsminimum capital requirements or if the payments required under subparagraph (i) or(ii) above would cause the Employer’s capital to be reduced below itsminimum capital requirements, such payments shall be deferred, as permittedpursuant to Code Section 409A, until such time as the Employer is incapital compliance.

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## (b)           CONSTRUCTIVEDISCHARGE.  If at any time during theterm of this Agreement, except in connection with a termination pursuant toparagraph (c) (TERMINATION FOR CAUSE) of this Section 5, the Executiveis Constructively Discharged (as hereinafter defined) then the Executive shallhave the right, by written notice to the Employer within sixty (60) days of theinitial existence of such Constructive Discharge condition, to terminate hisservices hereunder, effective as of the thirtieth (30th) day after such notice, and theExecutive shall have no rights or obligations under this Agreement other thanas provided in 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 thisAgreement, the Executive shall be “**ConstructivelyDischarged**” upon the occurrence of any one of the following events:

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#### (A)          TheExecutive is not re-elected or is removed from the positions with the Employeror any affiliate set forth in Section 1 hereof, other than as a result ofthe Executive’s election or appointment to positions of equal or superior scopeand responsibility; or

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#### (B)           TheExecutive shall fail to be vested by the Employer with the powers and authorityof his appointed office; or

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#### (C)           TheEmployer changes the primary employment location of the Executive to a placethat is more than thirty (30) miles from the primary employment location as ofthe Effective Date of this Agreement; or

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#### (D)          TheEmployer otherwise commits a material breach of its obligations under thisAgreement.

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## (c)           TERMINATION FORCAUSE.  The Executive’s employmenthereunder may be terminated for Cause (as hereinafter defined).  “**Cause**”shall mean:  (i) the Executive’sdeath; (ii) a material violation by the Executive of any applicablematerial law or regulation respecting the business of the Employer; (iii) theExecutive being found guilty of a felony or an act of dishonesty in connectionwith the performance of his duties as an officer of the Employer, or whichdisqualifies the Executive from serving as an officer or director of theEmployer; or (iv) the willful or negligent failure of the Executive toperform his duties hereunder in any material respect.  The Executive’s employment under thisAgreement may be terminated immediately for any Cause except under (iv) above.  The Executive shall be entitled to at leastthirty (30) days’ prior written notice of the Employer’s intention to terminatehis employment under (iv) above, specifying the grounds for suchtermination, a reasonable opportunity to cure any conduct or act, if curable,alleged as grounds for such termination, and a reasonable opportunity topresent to the Board his position regarding any dispute relating to theexistence of such Cause.  Upon theExecutive’s termination for Cause, the Employer shall have no obligations tothe 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 UPONDEATH.  Upon the Executive’s death,the Employer shall have no obligations to the Executive other than payment,within thirty (30) days, of: (i) such Base Salary and vacation pay (forunused vacation days in accordance with the Employer’s policies and practiceswith respect to vacation pay) as shall have accrued and remains unpaid throughthe date of death; (ii) Bonuses previously determined by the CompensationCommittee for any prior fiscal year(s) that remain unpaid; (iii) allaccrued and unused sick days; and (iv) reimbursement for previouslyincurred expenses eligible for reimbursement pursuant to the Employer’spolicies 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 UPONCHANGE IN CONTROL.

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### (i)            In the event of aChange in Control and the termination of the Executive’s employment undereither (A) or (B) below, the Executive shall be entitled to a lumpsum payment equal to three (3) times the sum of the following: (w) hisannual Base Salary then payable; plus (x) the average of his most recentthree (3) years’ annual Deferred Compensation 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, the Employershall also provide the Executive with the benefits contemplated in subparagraph(ii) of paragraph (g) (CERTAIN INSURANCE BENEFITS) of this Section 5below and, upon termination of the Executive’s employment under either (A) or(B) below, shall pay the Executive, within thirty (30) days of termination:(a) such Base Salary and vacation pay (for unused vacation days inaccordance with the Employer’s policies and practices with respect to vacationpay) as shall have accrued and remains unpaid through the effective date of thetermination; (b) Bonuses previously determined by the CompensationCommittee for any prior fiscal year(s) that remain unpaid; (c) forall accrued and unused sick days; and (d) reimbursement of previouslyincurred expenses eligible for reimbursement pursuant to the Employer’s policieson reimbursement of expenses.  Inaddition, the Executive shall also have such rights to payments, if any, as areprovided under the terms of the Deferred Compensation Plan, the Amended andRestated Life Insurance Agreement entered into by and 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 If the Executive’s employment has terminated prior to the Change inControl in accordance with the terms of this Agreement and the Employer hasmade all required payments under any other applicable provision of this Section 5,then no amount shall be paid under this paragraph (e).  Either of the following shall constitutetermination under this paragraph:

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#### (A)          TheExecutive terminates his employment by a written notice to that effectdelivered to the Employer within twenty-four (24) months after the Change inControl.

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#### (B)           TheExecutive’s employment under this Agreement is terminated by the Employereither in contemplation of or after the Change in Control.

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### (ii)           Notwithstanding thepreceding paragraphs of this Section 5 and except as provided in thissubparagraph (ii), in the event that it shall be determined that any payment,benefit or other entitlement under this Agreement and any other plan orarrangement of the Employer or the Bank (the “**TotalPayments**”) would constitute an “Excess Parachute Payment” within themeaning of Section 280G of the Internal Revenue Code of 1986, as amended(the “**Code**”) and thereby besubject to the excise tax imposed by Section 4999 of the Code or anysimilar successor provision or any interest or penalties with respect to suchexcise tax (collectively the “**Excise Tax**”),then, except in the case of a de Minimus Excess Amount (as defined below), theExecutive shall be entitled to receive an additional payment (a “**Gross-Up Payment**”) in an amount such thatafter payment by the Executive of all taxes imposed upon the Gross-Up Payment(including any federal, state and local income, payroll and excise taxes and

 

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### any interest or penaltiesimposed with respect to such taxes), the Executive retains an amount of theGross Up Payment equal to the Excise Tax imposed upon the Total Payments (notincluding any Gross-Up Payment).  SuchGross-Up Payment shall be paid to the Executive no later than the end of theExecutive’s taxable year following the taxable year in which the Executiveremits the Excise Tax.  If, at a laterdate, the Internal Revenue Service assesses a deficiency against the Executivefor the Excise Tax which is greater than that which was determined at the timesuch amounts were paid, then the Employer shall pay to the Executive the amountof such unreimbursed Excise Tax plus any interest, penalties and reasonableprofessional fees or expenses incurred by the Executive as a result of suchassessment, including all such taxes with respect to any such additionalamount, which amounts shall be paid to the Executive no later than the end ofthe Executive’s taxable year following the taxable year in which the Executiveremits the deficient Excise Tax.  Thehighest marginal tax rate applicable to individuals at the time of the paymentof such amounts will be used for purposes of determining the federal and stateincome and other taxes with respect thereto. The Employer shall withhold from any amounts paid under this Agreementthe amount of any Excise Tax or other federal, state or local taxes thenrequired to be withheld.  Computations ofthe amount of the Gross-Up Payment paid under this subparagraph shall be conclusivelymade by the Employer’s independent accountants, in consultation, if necessary,with the Employer’s independent legal counsel. If, after the Executive receives any Gross-Up Payment or other amountpursuant to this subparagraph, the Executive receives any refund with respectto the Excise Tax, the Executive shall promptly pay the Employer the amount ofsuch refund within ten (10) days of receipt by the Executive.  Notwithstanding the foregoing, in the eventthat the amount by which the present value of the Total Payments which wouldconstitute an Excess Parachute Payment is less than two percent (2%) of theTotal Payments, then such Excess Parachute Payment shall be deemed to be a “**de Minimus Excess Amount**” and the Executiveshall not be entitled to a Gross-Up Payment. In such a case, the Total Payments will be reduced to an amount (the “**Non-Triggering Amount**”), the value of whichis one dollar ($1.00) less than an amount equal to three (3) times theExecutive’s “base amount,” as determined in accordance with Code Section 280G;*provided, however*, that such reductionshall not be made unless the Non-Triggering Amount would be greater than theaggregate value of the Total Payments (without such reduction) minus the amountof Excise Tax required to be paid by the Executive thereon.  The allocation of the reduction required bythe preceding sentence shall be determined by the Executive and the Executiveshall notify the Employer in writing of the allocation; *provided,however*, that if the Executive fails to notify the Employer, thenthe Employer shall make 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 thisAgreement, the term “**Change in Control**”shall mean any of the following:

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#### (A)          Theconsummation of the 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)           Theindividuals who, as of the date hereof, are members of the Board of theEmployer or the Bank cease for any reason to constitute a majority of theBoard, unless the election, or nomination for election by the shareholders, of anynew director was approved by a vote of a majority of the Board, and such newdirector shall, for purposes of this Agreement, be considered as a member ofthe Board; or

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#### (C)           Consummationby the Employer 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)            REGULATORYSUSPENSION AND TERMINATION.

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### (i)            If the Executive issuspended from office and/or temporarily prohibited from participating in theconduct of the Employer’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 isremoved and/or permanently prohibited from participating in the conduct of theEmployer’s affairs 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 indefault as defined in Section 3(x) (12 U.S.C. Section 1813(x)(1))of the Federal Deposit Insurance Act, as amended, all obligations of theEmployer under this contract shall terminate as of the date of default, butthis paragraph shall not affect any vested rights of the contracting parties.

 

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### (iv)          All obligations of theEmployer under this contract shall be terminated, except to the extentdetermined that continuation of the contract is necessary for the continuedoperation of the institution 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 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 tothe Executive pursuant to this Agreement, or otherwise, are subject to andconditioned upon their compliance with Section 18(k) (12 U.S.C. Section 1828(k))of the Federal Deposit Insurance Act as amended, and any regulationspromulgated thereunder.

###  

## (g)           CERTAIN INSURANCEBENEFITS.

##  

### (i)            In the event of thetermination of the Executive’s employment under this Agreement due to “retirement”(as hereinafter 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 (f) (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) terminates employment at or afterthe attainment of age 62; and (b) does not engage in any form of gainfulemployment on or after his termination of employment.  The continued coverage under thissubparagraph (g)(i) shall be for benefits at a level equivalent to theExecutive’s benefits at the time of the Executive’s termination of employment.The continued coverage under this subparagraph (g)(i) shall terminateupon the Executive’s engaging in any gainful employment on or after histermination of employment.

###  

### (ii)           After the occurrence ofa Change in Control, the Employer shall continue to provide the followingbenefits to the Executive, at the expense of the Employer, until the Executive’sdeath: (A) continuing coverage that is equivalent to the coverage providedunder the Employer’s health, medical, hospitalization and life insuranceprograms (including dental, vision and prescription drug coverage, if providedimmediately prior to the termination) maintained by the Employer at the time ofthe Change in Control; and (B) long term care insurance in accordance withparagraph (f) (LONG TERM CARE INSURANCE) of Section 3 above includingmaking all required payments relating to such insurance coverage.

###  

### (iii)          In the event of thetermination of the Executive’s employment under this Agreement other than ascontemplated above in this paragraph (g) or pursuant to paragraph (c) (TERMINATIONFOR CAUSE) of Section 5 above, at the election of the Executive (includingthe estate of the Executive) and the Executive’s Spouse and provided suchaction is not prohibited by the policy pursuant to which the Executive receivesthe benefit contemplated in paragraph (f) (LONG TERM CARE INSURANCE) of Section 3above, the Employer shall take all actions 

 

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### necessary, including, butnot limited to, a transfer and assignment of its interests in the long termhealth insurance provided to the Executive pursuant to paragraph (f) (LONGTERM CARE INSURANCE) of Section 3 above in order to facilitate the abilityof the Executive and the Executive’s Spouse to continue to maintain the longterm health insurance at no additional cost to the Employer.

###  

### (iv)          The payment of premiumsfor insurance benefits listed in this paragraph (g) shall be remitted tothe appropriate carrier no later than thirty (30) days following receipt of theapplicable premium invoice.

###  

# 6.             PAYMENT UPONDISABILITY.  If during the term of thisAgreement the Executive is deemed to have a Disability (as hereinafterdefined), the Employer shall provide the Executive with the payments andbenefits set forth in this Section 6. “**Disability**,” for purposes of thisAgreement shall mean that: (i) the Executive is unable to engage in anysubstantial gainful activity by reason of any medically determinable physicalor mental impairment that can be expected to result in death or can be expectedto last for a continuous period of not less than twelve (12) months, or (ii) theExecutive is, by reason of any medically determinable physical or mentalimpairment that can be expected to result in death or can be expected to lastfor a continuous period of not less than twelve (12) months, receiving incomereplacement benefits for a period of not less than three (3) months underan accident and health plan covering employees of the Employer.  The Executive shall be entitled to thecompensation and benefits provided for under this Agreement for any periodduring the term of this Agreement and prior to the establishment of theExecutive’s Disability during which the Executive is unable to work due to aphysical or mental infirmity.  If theExecutive is determined to have a Disability, the Employer shall continue topay the Executive eighty percent (80%) of the Base Salary per month thenpayable to the Executive, reduced by any amounts received under the Employersponsored disability income insurance program, and shall continue to providecoverage for the Executive under the health and life insurance programsmaintained by the Employer by the payment of applicable premiums in accordancewith the Employer’s standard payment practice until the earlier of the date theExecutive returns to full-time employment, either with the Employer or anotheremployer, or the Executive’s normal retirement age under the Social SecurityAct, as amended.  In addition, if theExecutive’s employment is terminated following his Disability, the Employershall pay the Executive, within thirty (30) days of termination: (i) 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; (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 

 

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#  

# maintained by the Employer on his behalf transferredto him, and he shall assume all obligations thereunder.

#  

# 7.             INTEREST IN ASSETS.  Neither the Executive nor his estate shallacquire hereunder any rights in funds or assets of the Employer, otherwise thanby and through the actual payment of amounts payable hereunder; nor shall the Executiveor his estate have any power to transfer, assign, anticipate, hypothecate orotherwise encumber in advance any of said payments; nor shall any of suchpayments be subject to seizure for the payment of any debt, judgment, alimony,separate maintenance or be transferable by operation of law in the event ofbankruptcy, insolvency or otherwise 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)           INDEMNIFICATIONUNDER STATE LAW.  In addition to theinsurance coverage provided for in paragraph (a) of this Section 8,the Employer shall hold harmless and indemnify the Executive (and his heirs,executors and administrators) to the fullest extent permitted under applicablelaw against all expenses and liabilities reasonably incurred by him inconnection with or arising out of any action, suit or proceeding in which hemay be involved by reason of his having been an officer of the Employer(whether or not he continues to be an officer at the time of incurring suchexpenses or liabilities), such expenses and liabilities to include, but not belimited to, judgments, court costs and attorneys’ fees and the cost ofreasonable settlements.

##  

## (c)           ADVANCEMENT OFEXPENSES.  In the event the Executivebecomes a party, or is threatened to be made a party, to any action, suit orproceeding for which the Employer has agreed to provide insurance coverage orindemnification under this Section 8, the Employer shall, to the fullextent permitted under applicable law, advance all expenses (includingreasonable attorneys’ fees), judgments, fines and amounts paid in settlement(collectively “**Expenses**”) incurredby the Executive in connection with the investigation, defense, settlement, orappeal of any threatened, pending or completed action, suit or proceeding,subject to receipt by the Employer of a written undertaking from theExecutive:  (i) to reimburse theEmployer for all Expenses actually paid by the Employer to or on behalf of theExecutive in the event it shall be ultimately determined that the Executive isnot entitled to indemnification by the Employer for such Expenses; and (ii) toassign to the Employer all rights of the Executive to indemnification, underany policy of directors’ and officers’ liability insurance or otherwise, to theextent of the amount of Expenses actually paid by the Employer to or on behalfof the Executive.

##  

# 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 

 

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## to the benefit of the Employer and its successors, andany successor of the 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.

##  

## (b)           ENTIRE AGREEMENT;MODIFICATIONS.  This Agreement, alongwith the Amended and Restated Life Insurance Agreement and the ParticipationAgreement under the Deferred Compensation Plan, constitutes the entireagreement between the parties respecting the subject matter hereof, andsupersedes all prior employment agreements and all prior negotiations,undertakings, agreements and arrangements with respect hereto, whether writtenor oral. Except as otherwise explicitly provided herein, this Agreement may notbe amended or modified except by written agreement signed by the Executive andthe Employer.

##  

## (c)           ENFORCEMENT ANDGOVERNING LAW.  The provisions of thisAgreement shall be regarded as divisible and separate; if any of saidprovisions should be declared invalid or unenforceable by a court of competentjurisdiction, the validity and enforceability of the remaining provisions shallnot be affected thereby.  This Agreementshall be construed and the legal relations of the parties hereto shall bedetermined in accordance with the laws of the State of Illinois withoutreference to the law regarding 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 in effect.  The arbitrator shall be selected by theparties 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 specificrequested action or decision, without being permitted to effectuate anycompromise position.  Judgment may beentered on the arbitrator’s award in any court having jurisdiction; *provided, however*, that the Executive shall be entitled toseek specific performance of his right to be paid through the date oftermination during the pendency of any dispute or controversy arising under orin connection with this Agreement.

##  

## (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 

 

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## (e) as soon as practicable following the time atwhich such expense and/or fee is incurred, but in no event later than December 31of the year following the year in which the expense and/or fee is incurred bythe Executive.

##  

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

##  

## (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 REVENUECODE SECTION 409A.

##  

### (i)            To the extent that anyof the terms and conditions contained herein constitute an amendment ormodification of the time or manner of payment under a non-qualified deferredcompensation plan (as defined under Code Section 409A), then to the extentnecessary under the transitional guidance under Internal Revenue Service Notice2007-86, this Agreement, as amended, constitutes an amendment to, and a newelection under, such deferred compensation plan, in order to properly modifythe time or manner of payment consistent with such guidance.

###  

### (ii)           It is intended that theAgreement shall comply with the provisions of Code Section 409A so as notto subject the Executive to the payment of additional taxes and interest underCode Section 409A.  In furtheranceof this intent, this Agreement shall be interpreted, operated and administeredin a manner consistent with these intentions, and to the extent that anyregulations or other guidance issued under Code Section 409A would resultin the Executive being subject to payment of additional income taxes orinterest under Code Section 409A, the parties agree to amend the Agreementto maintain to the maximum extent practicable the original intent of theAgreement while avoiding the application of such taxes or interest under Code Section 409A.

###  

### (iii)          Notwithstanding anyprovision in the Agreement to the contrary if, as of the effective date of theExecutive’s termination of employment, he is a Specified Employee (ashereinafter 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 

 

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### delayed payments shall beaccumulated and paid in a lump-sum catch-up payment as of the first day of theseventh-month following separation from service (or, if earlier, the date ofdeath of the Executive) with all such delayed payments being credited withinterest (compounded monthly) for this period of delay equal to the prime ratein effect on the first day of such six-month period.  Any portion of the benefits hereunder thatwere not otherwise due to be paid during the six-month period following thetermination shall be paid to the Executive in accordance with the paymentschedule established herein.

###  

### (iv)          The term “**Specified Employee**” shall mean any personwho is a “key employee” (as defined in Code Section 416(i) withoutregard to paragraph (5) thereof), as determined by the Employer based uponthe 12-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 WITNESSWHEREOF, the parties have executed this Agreement as of the date first abovewritten.

 
| WEST SUBURBAN BANCORP, INC. |              | MICHAEL P. BROSNAHAN |
|-----------------------------|-------------------|----------------------|
|                        |              |                 |
|                        |              |                 |
| By:                         | /s/ Duane G. Debs |                 | /s/ Michael P. Brosnahan |
| Name:                       | Duane Debs        |                 |   |
| Title:                      | President         |                 |   |
|                        |              |                 |   |
|                        |              |                 | (Address) |

 

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