**Exhibit10.8**

** **

**DANIELP. GROTTOEMPLOYMENT AGREEMENT**

 

This Employment Agreement(this “Agreement”), is made and entered into as of the 1st day of January, 2001(the “Effective Date”), by and between **WEST SUBURBAN BANCORP, INC.**, an Illinoiscorporation (the “Employer”), and **DANIEL P. GROTTO**, a Pennsylvania resident(the “Executive”).

**RECITALS**

**A.           **The Executive is currently serving asSenior Vice President of Business Development for West Suburban Bank (the“Bank”).

**B.           **The Employer owns all of the issued andoutstanding capital stock of the Bank.

**C.           **The Employer desires to continue toemploy the Executive as an officer of the Employer and of the Bank for aspecified term and the Executive is willing to continue such employment uponthe terms and conditions hereinafter set forth.

**D.           **The Employer recognizes thatcircumstances may arise in which a change of control of the Employer and/or theBank through acquisition or otherwise may occur thereby causing uncertainty ofemployment without regard to the competence or past contributions of theExecutive which uncertainty may result in the loss of valuable services of theExecutive and the Employer and the Executive wish to provide reasonablesecurity to the Executive against changes in the employment relationship in theevent of any such change of control.

**NOW**, **THEREFORE**,in consideration of the premises and of the covenants and agreementshereinafter contained, it is covenanted and agreed by and between the partieshereto as follows:

**AGREEMENTS**

**1.             Positionand Duties**. TheEmployer hereby employs the Executive as a Senior Vice President of BusinessDevelopment for the Bank, or in such other senior executive capacity as shallbe mutually agreed between the Employer and the Executive. During the period ofthe Executive’s employment hereunder, the Executive shall devote his bestefforts and full business time, energy, skills and attention to the businessand affairs of the Employer. The Executive’s duties and authority shall consistof and include all duties and authority customarily performed and held bypersons 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”).  TheExecutive shall have the powers necessary to perform the duties assigned to himand shall be provided such supporting services, staff and other assistance,office space and accouterments as shall be reasonably necessary and appropriatein the light of such assigned duties.

 

----

 

**2.             Compensation**. As compensation for the services to beprovided by the Executive hereunder, the Executive shall receive the followingcompensation, expense reimbursement and other benefits:

**(a)           BaseCompensation**.The Executive shall receive an aggregate annual minimum base salary at the rateof One Hundred Ten Thousand Dollars ($110,000) payable in installments inaccordance with the regular payroll schedule of the Bank. Such base salaryshall be subject to review annually commencing in 2001 and shall be maintainedor increased during the term hereof in accordance with the Employer’sestablished management compensation policies and plans.

**(b)           Reimbursementof Expenses**.The Executive shall be reimbursed, upon submission of appropriate vouchers andsupporting documentation, for all travel, entertainment and other out-of-pocketexpenses reasonably and necessarily incurred by the Executive in theperformance of his duties hereunder and shall be entitled to attendpre-approved seminars, conferences and meetings relating to the business of theEmployer consistent with the Employer’s established policies in that regard.

**(c)           OtherBenefits**. TheExecutive shall be entitled to all benefits specifically established for himand, when and to the extent he is eligible therefor, to participate in allplans and benefits generally accorded to senior executives of the Employer,including, but not limited to, pension, profit-sharing, employee stockownership plan, supplemental retirement, incentive compensation, bonus,deferred compensation, disability income, group life, medical andhospitalization insurance, and similar or comparable plans, and also toperquisites extended to similarly situated senior executives, provided,however,that such plans, benefits and perquisites shall be no less than those madeavailable to all other employees of the Employer.

**(d)           Withholding**. The Employer shall be entitled towithhold from amounts payable to the Executive hereunder, any federal, state orlocal withholding or other taxes or charges which it is from time to timerequired to withhold. The Employer shall be entitled to rely upon the opinionof its legal counsel with regard to any question concerning the amount orrequirement of any such withholding.

**(e)           CommutingExpenses**.Employer shall reimburse Executive for all commuting expense from Pittsburgh,Pennsylvania to Wheaton, Illinois. Monthly reimbursement of Commuting Expenseswill not exceed $1,000.  Executive willbe judicious in his efforts to reduce monthly Commuting Expenses to below$1,000 per month.

**3.             Confidentialityand Loyalty**.The Executive acknowledges that heretofore or hereafter during the course ofhis employment he has produced and may hereafter produce and have access tomaterial, records, data, trade secrets and information not generally availableto the public (collectively, “Confidential Information”) regarding the Employerand its subsidiaries and affiliates. Accordingly, during and subsequent totermination of this Agreement, the Executive shall hold in confidence and notdirectly 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 

 

2

----

 

a law or any competent administrative agency orjudicial authority, or otherwise as reasonably necessary or appropriate inconnection with performance by the Executive of his duties hereunder. Allrecords, files, documents and other materials or copies thereof relating to theEmployer’s business which the Executive shall prepare or use, shall be andremain the sole property of the Employer, shall not be removed from theEmployer’s premises without its written consent, and shall be promptly returnedto the Employer upon termination of the Executive’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, inaddition to and not in limitation of being relieved of all further obligationsunder this Agreement and of any other rights, remedies or damages available tothe Employer 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.

**4.             Termand Termination**.

**(a)           BasicTerm**. Theterm of this Agreement shall begin on the Effective Date and end on January 1,2004, and shall thereafter be automatically extended for one (1) additionalyear on each December 31 (“Anniversary Date”) unless terminated by either partyeffective as of the last day of the then current term by written notice to thateffect delivered to the other party not less than sixty (60) days prior to anAnniversary Date.

**(b)           AgreementNon-extension or Employment Termination by Employer**.

(i)            Inthe event of the termination of the Executive’s employment under this Agreementby the Employer prior to the last day of the then current term for any reasonother than a termination in accordance with the provisions of paragraph (d) ofthis Section 4, the Employer shall continue to pay the Executive the basesalary then payable to the Executive and shall continue to provide coverage forthe Executive under all plans and benefits otherwise provided to seniorexecutives of the Employer, unless unable to continue such coverage by law, forthe remainder of the term of this Agreement, provided, that the continuedpayment of these amounts by the Employer shall not offset or diminish anycompensation or benefits accrued as of the date of termination.

(ii)           Inthe event this Agreement is not extended in accordance with the provisions ofparagraph (a) of this Section 4, the Executive may elect to terminate hisemployment, and upon such election, the Employer shall pay the Executive a lumpsum amount equal to nine (9) times the monthly base salary then payable to theExecutive, which payment shall be his sole benefit under this Section 4. Theelection by the Executive must be delivered in writing to the Employer withinsixty (60) days of the later of his receipt of notice of the non-extension ofthis Agreement or the next following Anniversary Date.  Payment to the Executive will be made withinthirty (30) days of such termination.

 

3

----

 

(iii)          Ifthe Employer is not in compliance with****its minimum capital requirements or if thepayments required under subparagraph (i) or (ii) above would cause theEmployer’s capital to be reduced below its minimum capital requirements, suchpayments shall be deferred until such time as the Employer is in capitalcompliance.

**(c)           ConstructiveTermination**.If at any time during the term of this Agreement, except in connection with atermination pursuant to paragraph (d) of this Section 4, the Executive isConstructively Discharged (as hereinafter defined) then the Executive shallhave the right, by written notice to the Employer within sixty (60) days ofsuch Constructive Discharge, to terminate his services hereunder, effective asof thirty (30) days after such notice, and the Executive shall have no rightsor obligations under this Agreement other than as provided in Sections 3, 5 and6 hereof. The Executive shall in such event be entitled to a lump sum paymentof compensation and benefits and continuation of the health, life anddisability insurance as if such termination of his employment was pursuant tosubparagraph (b)(i) of this Section 4.

For purposes of this Agreement, the Executive shall be“Constructively Discharged” upon the occurrence of any one of the followingevents:

(i)            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 of theExecutive’s election or appointment to positions of equal or superior scope andresponsibility; or

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

(iii)          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

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

**(d)           Terminationfor Cause**. ThisAgreement and the Executive’s employment hereunder may be terminated for causeas hereinafter defined. “Cause” shall mean: (i) the Executive’s death or hispermanent disability, as defined under the Employer sponsored disability incomeinsurance program, or in the event there is no such program, the Executive’sinability, as a result of physical or mental incapacity, substantially toperform his duties hereunder for a period of twelve (12) consecutive months;(ii) a material violation by the Executive of any applicable material law orregulation respecting the business of the Employer; (iii) the Executive beingfound 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)the willful or negligent failure of the Executive to perform his dutieshereunder in any material respect. This Agreement may be terminated immediatelyfor any cause except under (iv) above. The Executive shall be entitled to atleast thirty (30) days’ prior written notice of the Employer’s 

 

4

----

 

intention to terminate his employment under (iv)above, specifying the grounds for such termination, a reasonable opportunity tocure any conduct or act, if curable, alleged as grounds for such termination,and a reasonable opportunity to present to the Board his position regarding anydispute relating to the existence of such cause.

**(e)           Terminationupon Death**.In the event payments are due and owing under this Agreement at the death ofthe Executive, payment shall be made to such beneficiary as Executive maydesignate in writing, or failing such designation, to the executor of hisestate, in full settlement and satisfaction of all claims and demands on behalfof the Executive. Such payments shall be in full settlement and satisfaction ofall payments provided for in this Agreement.

**(f)            Paymentupon Termination for Disability**. The Employer may terminate this Agreement and theExecutive’s employment after the Executive is determined to be permanentlydisabled under the Employer sponsored disability income insurance program or bya physician engaged by the Employer. In the event of a dispute regarding theExecutive’s disability, each party shall choose a physician who together willchoose a third physician to make a final determination. The Executive shall beentitled to the compensation and benefits provided for under this Agreement forany period during the term of this Agreement and prior to the establishment ofthe Executive’s disability during which the Executive is unable to work due toa physical or mental infirmity. In the event of the termination of thisAgreement and the Executive’s employment due to the permanent disability of theExecutive, 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 until the earlierof the date the Executive returns to full-time employment, either with theEmployer or another employer, or Executive’s death. Notwithstanding anythingcontained in this Agreement to the contrary, until the date specified in anotice of termination relating to the Executive’s disability, the Executiveshall be entitled to return to his positions with the Employer as set forth inthis Agreement in which event no disability of the Executive will be deemed tohave occurred. Notwithstanding any other provision of this Agreement, in theevent of the termination of the Executive’s employment under this Agreement forany reason, the Executive may elect to have any disability income insurancepolicy maintained by the Employer on his behalf transferred to him, and heshall assume all obligations thereunder.

 

5

----

 

**(g)           Terminationupon Change of Control**.

(i)            In the event of a Change in Control(as defined below) and the termination of the Executive’s employment or thisAgreement under either A or B below, the Executive shall be entitled to a lumpsum payment equal to three (3) times his annual base salary then payable, andthe average of his most recent three (3) years’ annual bonus amounts, if any,subject to the limitations set forth below. The Employer shall also continue toprovide coverage for the Executive under the Employer sponsored life anddisability insurance programs for three (3) years following such termination,and the medical benefit program until the earlier of his Medicare eligibilitydate or the date the executive elects to become covered under another employersponsored medical benefit plan or program. Payments under this paragraph shallbe subject to the limits of subparagraph (g)(ii) below. The following shallconstitute termination under this paragraph:

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

B.            ThisAgreement is terminated by the Employer or its successor either incontemplation of or after the Change in Control.

(ii)           Itis the intention of the Employer and the Executive that no portion of any paymentunder this Agreement, or payments to or for the benefit of the Executive underany other agreement or plan, be deemed to be an “Excess Parachute Payment” asdefined in Section 280G of the Internal Revenue Code of 1986, as amended (the“Code”), or its successors. It is agreed that the present value of and paymentsto or for the benefit of the Executive in the nature of compensation, receiptof which is contingent on the Change of Control, and to which Section 280G ofthe Code applies (in the aggregate “Total Payments”) shall not exceed an amountequal to one dollar less than the maximum amount which the Employer may paywithout loss of deduction under Section 280G(a) of the Code. Present value forpurposes of this Agreement shall be calculated in accordance with Section280G(d)(4) of the Code. Within one hundred and twenty (120) days following theearlier of (A) the giving of the notice of termination or (B) the giving ofnotice by the Employer to the Executive of its belief that there is a paymentor benefit due the Executive which will result in an excess parachute paymentas defined in Section 280G of the Code, the Executive and the Employer, at theEmployer’s expense, shall obtain the opinion of such legal counsel andcertified public accountants as the Executive may choose (notwithstanding thefact that such persons have acted or may also be acting as the legal counsel orcertified public accountants for the Employer), which opinions need not beunqualified, which sets forth (A) the amount of the Base Period Income of theExecutive, (B) the present value of Total Payments and (C) the amount andpresent value of any excess parachute payments. In the event that such opinionsdetermine that there would be an excess parachute payment, the paymenthereunder or any other payment determined by such counsel to be includable inTotal Payments shall be modified, reduced or eliminated as specified by

 

6

----

 

the Executive in writing delivered to the Employerwithin ninety (90) days of his receipt of such opinions or, if the Executivefails to so notify the Employer, then as the Employer shall reasonablydetermine, so that under the bases of calculation set forth in such opinionsthere will be no excess parachute payment. The provisions of this subparagraph,including the calculations, notices and opinions provided for herein shall bebased upon the conclusive presumption that (A) the compensation and benefitsprovided for in Section 2 hereof and (B) any other compensation earned by theExecutive pursuant to the Employer’s compensation programs which would havebeen paid in any event, are reasonable compensation for services rendered, eventhough the timing of such payment is triggered by the Change of Control;provided, however, that in the event such legal counsel so requests inconnection with the opinion required by this subparagraph, the Executive andthe Employer shall obtain, at the Employer’s expense, and the legal counsel mayrely on in providing the opinion, the advice of a firm of recognized executivecompensation consultants as to the reasonableness of any item of compensationto be received by the Executive. In the event that the provisions of Sections280G and 4999 of the Code are repealed without succession, this subparagraphshall be of no further force or effect.

(iii)          Forpurposes of this paragraph, the term “Change in Control” shall mean thefollowing:

A.            Theconsummation of the acquisition by any person (as such term is defined inSection 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the“1934 Act”)) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the 1934 Act) of fifty percent (50%) or more of the combinedvoting power of the then outstanding voting securities of the Employer or theBank; or

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 stockholders, ofany new director was approved by a vote of a majority of the Board, and suchnew director shall, for purposes of this Agreement, be considered as a memberof the Board; or

C.            Approvalby stockholders of the Employer or the Bank of: (1) a merger or consolidationif the stockholders immediately before such merger or consolidation do not, asa result of such merger or consolidation, own directly or indirectly, more thanfifty percent (50%) of the combined voting power of the then outstanding votingsecurities of the entity resulting from such merger or consolidation insubstantially the same proportion as their ownership of the combined votingpower of the voting securities of the Employer or the Bank outstandingimmediately before such merger or consolidation; or (2) a complete liquidationor dissolution or an agreement for the sale or other disposition of all orsubstantially all of the assets of the Employer or the Bank.

 

7

----

 

Notwithstanding the foregoing, a Change in Controlshall not be deemed to occur solely because fifty percent (50%) or more of thecombined voting power of the then outstanding securities of the Employer or theBank is acquired by: (1) a trustee or other fiduciary holding securities underone or more employee benefit plans maintained for employees of the Employer orthe Bank; or (2) any corporation which, immediately prior to such acquisition,is owned directly or indirectly by the stockholders in the same proportion astheir ownership of stock of the Employer or the Bank immediately prior to suchacquisition.

**(h)           Regulatory Suspension andTermination**.

(i)            Ifthe Executive is suspended from office and/or temporarily prohibited fromparticipating in the conduct of the Employer’s affairs by a notice served underSection 8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of theFederal Deposit Insurance Act, as amended, the Employer’s obligations underthis contract shall be suspended as of the date of service, unless stayed byappropriate proceedings. If the charges in the notice are dismissed, theEmployer shall (A) pay the Executive all of the compensation withheld whiletheir contract obligations were suspended and (B) reinstate any of theobligations, which were suspended.

(ii)           Ifthe Executive is removed and/or permanently prohibited from participating inthe conduct of the Employer’s affairs by an order issued under Section 8(e) (12U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the Federal DepositInsurance Act, as amended, all obligations of the Employer under this contractshall terminate as of the effective date of the order, but vested rights of thecontracting parties shall not be affected.

(iii)          Ifthe Employer is in default as defined in Section 3(x) (12 U.S.C. § 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.

(iv)          Allobligations of the Employer under this contract shall be terminated, except tothe extent determined that continuation of the contract is necessary for thecontinued operation of the institution by the Federal Deposit InsuranceCorporation (the “FDIC”), at the time the FDIC enters into an agreement toprovide assistance to or on behalf of the Employer under the authoritycontained in Section 13(c) (12 U.S.C. § 1823(c)) of the Federal DepositInsurance Act, as amended, or when the Employer is determined by the FDIC to bein an unsafe or unsound condition. Any rights of the parties that have alreadyvested, however, shall not be affected by such action.

(v)           Anypayments made to the Executive pursuant to this Agreement, or otherwise, aresubject to and conditioned upon their compliance with Section 18(k) (12 U.S.C.§ 1828(k)) of the Federal Deposit Insurance Act as amended, and any regulationspromulgated thereunder.

 

8

----

 

**(i)            TerminationUpon Retirement**.In the event of the termination of this Agreement due to the retirement of theExecutive at or after the attainment of age sixty-two (62), the Employer shallcontinue to provide coverage for the Executive under the health and lifeinsurance programs maintained by the Employer until his death.

**5.             Interestin Assets**.Neither the Executive nor his estate shall acquire hereunder any rights infunds 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; nor shall any of such payments besubject to seizure for the payment of any debt, judgment, alimony, separatemaintenance or be transferable by operation of law in the event of bankruptcy,insolvency or otherwise of the Executive.

**6.             Indemnification**.

**(a)           Insurance**. The Employer shall provide theExecutive (including his heirs, personal representatives, executors andadministrators) for the term of this Agreement with coverage under a standarddirectors’ and officers’ liability insurance policy at its expense.

**(b)           Indemnificationunder State Law**.In addition to the insurance coverage provided for in paragraph (a) of thisSection 6, the Employer shall hold harmless and indemnify the Executive (andhis heirs, executors and administrators) to the fullest extent permitted underapplicable law against all expenses and liabilities reasonably incurred by himin connection 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)           Advancementof Expenses**.In the event the Executive becomes a party, or is threatened to be made aparty, to any action, suit or proceeding for which the Employer has agreed toprovide insurance coverage or indemnification under this Section 6, theEmployer shall, to the full extent permitted under applicable law, advance allexpenses (including reasonable attorneys’ fees), judgments, fines and amountspaid 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 reimbursethe Employer 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.

**7.             General Provisions**.

**(a)           Successors;Assignment**.This Agreement shall be binding upon and inure to the benefit of the Executive,the Employer and his and its respective personal representatives, successorsand assigns, and any successor or assign of the Employer 

 

9

----

 

shall be deemedthe “Employer” hereunder. The Employer shall require any successor to all orsubstantially all of the business and/or assets of the Employer, whetherdirectly or indirectly, by purchase, merger, consolidation, acquisition ofstock, or otherwise, by an agreement in form and substance satisfactory to theExecutive, expressly to assume and agree to perform this Agreement in the samemanner and to the same extent as the Employer would be required to perform ifno such succession had taken place.

**(b)           EntireAgreement; Modifications**. This Agreement constitutes the entire agreementbetween the parties respecting the subject matter hereof, and supersedes allprior negotiations, undertakings, agreements and arrangements with respectthereto, whether written or oral, including the Employment Agreement datedJanuary 1, 2001. Except as otherwise explicitly provided herein, this Agreementmay not be amended or modified except by written agreement signed by theExecutive and the Employer.

**(c)           Enforcementand Governing Law**. The provisions of this Agreement shall be regarded as divisible andseparate; if any of said provisions should be declared invalid or unenforceableby a court of competent jurisdiction, the validity and enforceability of theremaining provisions shall not be affected thereby. 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 arisingunder or in connection with this Agreement or the Executive’s employment by theEmployer shall be settled exclusively by arbitration, conducted by a singlearbitrator sitting in a location selected by the Executive within fifty (50)miles of the main office of the Employer, in accordance with the rules of theAmerican Arbitration Association (the “AAA”) then in effect. The arbitratorshall be selected by the parties from a list of arbitrators provided by theAAA, provided that no arbitrator shall be related to or affiliated with eitherof the parties. No later than ten (10) days after the list of proposedarbitrators is received by the parties, the parties, or their respectiverepresentatives, shall meet at a mutually convenient location ortelephonically. At that meeting, the party who sought arbitration shalleliminate one (1) proposed arbitrator and then the other party shall eliminateone (1) proposed arbitrator. The parties shall continue to eliminate names fromthe list of proposed arbitrators in this manner until a single proposed arbitratorremains. This remaining arbitrator shall arbitrate the dispute. Each partyshall submit, in writing, the specific requested action or decision it wishesto take, or make, with respect to the matter in dispute, and the arbitratorshall be obligated to choose one (1) party’s specific requested action ordecision, without being permitted to effectuate any compromise position.Judgment may be entered on the arbitrator’s award in any court havingjurisdiction; provided, however, that the Executive shall be entitled to seekspecific performance of his right to be paid through the date of terminationduring the pendency of any dispute or controversy arising under or inconnection with this Agreement.

**(e)           LegalFees**. Allreasonable legal fees paid or incurred by the Executive pursuant to any disputeor question of interpretation relating to this Agreement shall be paid orreimbursed by the Employer if the Executive is successful on the merits

 

10

----

 

pursuant to a legal judgment, arbitration orsettlement.

**(f)            Waiver**. No waiver by either party at any timeof any breach by the other party of, or compliance with, any condition orprovision of this Agreement to be performed by the other party, shall be deemeda waiver of any similar or dissimilar provisions or conditions at the same timeor any prior or subsequent time.

**(g)           Notices**. Notices pursuant to this Agreementshall be in writing and shall be deemed given when received; and, if mailed,shall be mailed by United States registered or certified mail, return receiptrequested, postage prepaid; and if to the Employer, addressed to the principalheadquarters of the Employer, attention: Chairman; or, if to the Executive, tothe address set forth below the Executive’s signature on this Agreement, or tosuch other address as the party to be notified shall have given to the other.

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

****
| **WEST SUBURBAN BANCORP, INC.** |                                | **DANIEL P. GROTTO** |                  |
|---------------------------------|-------------------------------------|----------------------|-----------------------|
|                            |                                |                 |                  |   |
|                            |                                |                 |                  |   |
| By:                             | /s/ Kevin J.  Acker                 |                 | /s/ Daniel P.  Grotto |   |
|                            | Kevin J. Acker                      |                 |                  |   |
|                            | Chairman of the  Board of Directors |                 |                  |   |