**Exhibit 10.6**

 

**WESTSUBURBAN BANCORP, INC.**

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RESTATED EMPLOYMENT AGREEMENT – DANIEL P. GROTTO

 

This RESTATED EMPLOYMENT AGREEMENT (this “**Agreement**”), is made and entered into as of the 31st day of December, 2008 (the “**Effective Date**”), by and between WEST SUBURBANBANCORP, INC., an Illinois corporation (the “**Employer**”),and DANIEL P. GROTTO, an Illinois 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 the Bankfor a specified term and the Executive is willing to continue such employmentupon 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 Senior Vice President, Business Developmentand Prepaid Solutions of the Bank pursuant to that certain Employment Agreementdated March 8, 2004 (the “**EmploymentAgreement**”).

 

**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 OF EMPLOYMENT WITH AUTOMATIC RENEWAL PROVISIONS.  The period of the Executive’s employment under this Agreement shall bedeemed to have commenced on the Effective Date and shall continue for a periodof approximately three (3) years through December 31, 2011.  The term of employment of the**

 

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# **Executive under this Agreement shall automatically beextended 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.             POSITIONAND DUTIES.  The Employer hereby continuesto employ the Executive as the Senior Vice President, Business Development andPrepaid Solutions of the Bank or in such other senior executive capacity asshall be mutually agreed between the Employer and the Executive.  During the period of the Executive’semployment hereunder, the Executive shall devote his best efforts and fullbusiness time, energy, skills and attention to the business and affairs of theEmployer and its affiliates, including the Bank.  The Executive’s duties and authority shallconsist of and include all duties and authority customarily performed and heldby persons holding equivalent positions with business organizations similar innature and size to the Employer, as such duties and authority are reasonablydefined, modified and delegated from time to time by either or both of theBoards of Directors of the Employer (the “**Board**”)or the Bank.  The Executive shall havethe powers necessary to perform the duties assigned to him and shall beprovided such supporting services, staff and other assistance, office space andaccoutrements as shall be reasonably necessary and appropriate in the light ofsuch 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 aggregateannual minimum base salary at the rate of two hundred twenty-eight thousandthree hundred fifty-five and 30/100 dollars ($228,355.30) payable ininstallments in accordance 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)           DEFERREDCOMPENSATION.  The Employer shallmake contributions for the benefit of the Executive to the Employer’s Directorsand Senior Management Deferred 

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

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

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### (e)           LONG TERM CAREINSURANCE.  The Employer shallprovide the Executive and the Executive’s spouse with coverage under, and shallpay the premiums with respect to, long term care insurance in accordance withthe terms, and subject to the conditions, as the Employer shall provide toother senior executive officers.  TheExecutive acknowledges that this benefit shall be subject to the continuedavailability of such long term care insurance from the insurer under which thisbenefit is provided to other senior executives from time to time.

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### (f)            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 and meetingsrelating to the business of the Employer consistent with the Employer’sestablished policies in that regard; *provided that*,such reimbursement will be made as soon as practicable and, when taxable to theExecutive, shall be made no later than the end of the calendar year followingthe year in which the expenses or other charges were incurred.

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

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

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# 4.             CONFIDENTIALITYAND LOYALTY.  The Executive acknowledgesthat heretofore or hereafter during the course of his employment he hasproduced and may hereafter produce and have access to material, records, data,trade secrets and information not generally available to the public(collectively, “**Confidential Information**”)regarding the Employer and its subsidiaries and affiliates.  Accordingly, during and subsequent totermination of this 

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

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# 5.             TERMINATION.  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 of this Agreement,*provided, however*, that the payment ofthese amounts by the Employer shall not offset or diminish any compensation orbenefits accrued as of the date of termination. In the event of a non-extension of this Agreement by the Employer inaccordance with the provisions of Section 1, the Employer shall:  (A) continue to pay the Executive theBase Salary then payable to the Executive pursuant to the Employer’s standardpayroll practice; (B) continue to pay the 

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#### Executive an annual Bonus in an amount equal to theaverage of his most recent three (3) years’ annual Bonus amounts pursuantto the Employer’s standard Bonus payment practices; and (C) continue toprovide coverage for the Executive at the same or equivalent level as theExecutive’s coverage prior to the non-extension under all plans and benefitsotherwise provided to senior executives of the Employer (including withoutlimitation, group health, life, disability and long term care insurancecoverage, club dues, and Deferred Compensation Plan contributions) by paymentof the applicable premiums and reimbursements in accordance with the Employer’sstandard payment practice, unless unable to continue such coverage by law, forthe remainder of the term of this Agreement; *provided,however*, that in the circumstance where the term of this Agreementis not extended, the Executive must remain employed with the Employer toreceive such payments and benefits; further provided, that the continuedpayment of these amounts by the Employer shall not offset or diminish anycompensation or benefits accrued as of the date of the notice ofnon-extension.  In addition, withinthirty (30) days of the Executive’s termination of employment, the Employershall pay the Executive: (a) such Base Salary and vacation pay (for unusedvacation days in accordance with the Employer’s policies and practices withrespect to vacation pay) as shall have accrued and remains unpaid through theeffective date of the termination; (b) Bonuses previously determined bythe Compensation Committee for any prior fiscal year(s) that remainunpaid; (c) for all accrued and unused sick days; and (d) reimbursementof previously incurred expenses eligible for reimbursement pursuant to theEmployer’s policies and practices concerning reimbursement of expenses.  Further provided, that the Executive shallalso have such rights to payments, if any, as are provided under the terms ofthe Deferred Compensation Plan, the Amended and Restated Life InsuranceAgreement entered into by and between the Employer and the Executive and asamended from time to time and such retirement plans under which the Executiveparticipated at the time of the termination of his employment.

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#### (ii)           In the event that 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 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 as 

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#### 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, theExecutive is Constructively Discharged (as hereinafter defined) then theExecutive shall have the right, by written notice to the Employer within sixty(60) days of the initial existence of such Constructive Discharge condition, toterminate his services hereunder, effective as of the thirtieth (30th) day after such notice, and the Executive shall have norights or obligations under this Agreement other than as provided in Sections 4and 8 hereof; provided, however, the Employershall have thirty (30) days from the date of such notice in which to cure thecondition giving rise to a Constructive Discharge, if curable.  If, during such thirty (30) day period, theEmployer cures the condition giving rise to Constructive Discharge, then theExecutive’s notice of termination hereunder shall not be effective, theExecutive’s employment shall continue until otherwise terminated under thisAgreement, and no benefits shall be due under this Agreement with respect tosuch occurrence.  If the Employer failsto cure the condition giving rise to Constructive Discharge within suchthirty (30) day period, the Executive shall be entitled to a lumpsum payment of compensation and benefits and continuation of all plans andbenefits as if such termination of his employment was pursuant to subparagraph(a)(i) of this Section 5 to be paid within thirty (30) days of theExecutive’s termination of employment.

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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 this Agreementmay 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 have such rights to payments as are providedunder the 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 death. Payment shall be made to such beneficiary as the Executive may designatein writing, or failing such designation, to the executor of his estate, in fullsettlement and satisfaction of all claims and demands on behalf of theExecutive.  Such payments shall be infull settlement and satisfaction of all payments provided for in thisAgreement.

 

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

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##### (A)          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

 

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#### Gross-Up Payment (including any federal, state andlocal income, payroll and excise taxes and any interest or penalties imposedwith respect to such taxes), the Executive retains an amount of the Gross UpPayment equal to the Excise Tax imposed upon the Total Payments (not includingany Gross-Up Payment).  Such Gross-UpPayment shall be paid to the Executive no later than the end of the Executive’staxable year following the taxable year in which the Executive remits theExcise Tax.  If, at a later date, theInternal Revenue Service assesses a deficiency against the Executive for theExcise Tax which is greater than that which was determined at the time suchamounts were paid, then the Employer shall pay to the Executive the amount ofsuch 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 beconclusively made by the Employer’s independent accountants, in consultation,if necessary, with the Employer’s independent legal counsel.  If, after the Executive receives any Gross-UpPayment or other amount pursuant to this subparagraph, the Executive receivesany refund with respect to the Excise Tax, the Executive shall promptly pay theEmployer the amount of such refund within ten (10) days of receipt by theExecutive.  Notwithstanding theforegoing, in the event that the amount by which the present value of the TotalPayments which would constitute an Excess Parachute Payment is less than twopercent (2%) of the Total Payments, then such Excess Parachute Payment shall bedeemed to be a “**de Minimus Excess Amount**”and the Executive shall not be entitled to a Gross-Up Payment.  In such a case, the Total Payments will bereduced to an amount (the “**Non-TriggeringAmount**”), the value of which is one dollar ($1.00) less than anamount equal to three (3) times the Executive’s “base amount,” asdetermined in accordance with Code Section 280G; *provided,however*, that such reduction shall not be made unless theNon-Triggering Amount would be greater than the aggregate value of the TotalPayments (without such reduction) minus the amount of Excise Tax required to bepaid by the Executive thereon.  Theallocation of the reduction required by the preceding sentence shall bedetermined by the Executive and the Executive shall notify the Employer inwriting of the allocation; *provided, however*,that if the Executive fails to notify the Employer, then the Employer shallmake the allocation; and *provided further, however*,that any such allocation shall not be effective where it would result in animposition of additional income tax under Code Section 409A.

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#### (iii)          For purposes of 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, 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

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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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### 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 trusteeor other fiduciary holding securities under one or more employee benefit plansmaintained for employees of the Employer or the Bank; or (2) anycorporation which, immediately prior to such acquisition, is owned directly orindirectly by the shareholders in the same proportion as their ownership ofstock of the Employer or the Bank immediately 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 the 

 

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#### Employer under this contract shall terminate as of thedate of default, but this paragraph shall not affect any vested rights of thecontracting 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.

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### (g)           CERTAIN INSURANCEBENEFITS.

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#### (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 (e) (LONG TERM CARE INSURANCE) of Section 3above including making all required payments relating to such insurancecoverage.  The term “retirement” forpurposes of this paragraph (g) shall mean the Executive:  (a) 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 (e) (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 

 

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#### (including the estate of the Executive) and theExecutive’s Spouse and provided such action is not prohibited by the policypursuant to which the Executive receives the benefit contemplated in paragraph (e) (LONGTERM CARE INSURANCE) of Section 3 above, the Employer shall take allactions necessary, including, but not limited to, a transfer and assignment ofits interests in the long term health insurance provided to the Executivepursuant to paragraph (e) (LONG TERM CARE INSURANCE) of Section 3above in order to facilitate the ability of the Executive and the Executive’sSpouse to continue to maintain the long term health insurance at no additionalcost to the Employer.

####  

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

####  

# 6.             PAYMENTUPON DISABILITY.  If during the term ofthis Agreement 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 

 

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# of the termination of the Executive’s employment under this Agreementfor any reason, if permitted by law, the Executive may elect to have anydisability income insurance policy maintained by the Employer on his behalftransferred to him, and he shall assume all obligations thereunder.

#  

# 7.             INTERESTIN ASSETS.  Neither the Executive nor hisestate shall acquire hereunder any rights in funds or assets of the Employer,otherwise than by and through the actual payment of amounts payable hereunder;nor shall the Executive or his estate have any power to transfer, assign,anticipate, hypothecate or otherwise encumber in advance any of said payments;nor shall any of such payments be subject to seizure for the payment of anydebt, judgment, alimony, separate maintenance or be transferable by operationof law in the event of bankruptcy, 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 full extentpermitted under applicable law, advance all expenses (including reasonableattorneys’ fees), judgments, fines and amounts paid in settlement (collectively“**Expenses**”) incurred by theExecutive in connection with the investigation, defense, settlement, or appealof any threatened, pending or completed action, suit or proceeding, subject toreceipt by the Employer of a written undertaking from the Executive:  (i) to reimburse the Employer for allExpenses actually paid by the Employer to or on behalf of the Executive in theevent it shall be ultimately determined that the Executive is not entitled toindemnification by the Employer for such Expenses; and (ii) to assign tothe Employer all rights of the Executive to indemnification, under any policyof directors’ and officers’ liability insurance or otherwise, to the extent ofthe amount of Expenses actually paid by the Employer to or on behalf of theExecutive.

 

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# 9.             GENERAL PROVISIONS.

#  

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

###  

### (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 ofthis Agreement 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 ineffect.  The arbitrator shall be selectedby the parties from a list of arbitrators provided by JAMS, provided that noarbitrator shall be related to or affiliated with either of the parties.  No later than ten (10) days after thelist of proposed arbitrators is received by the parties, the parties, or theirrespective representatives, shall meet at a mutually convenient location ortelephonically.  At that meeting, theparty who sought arbitration shall eliminate one (1) proposed arbitratorand then the other party shall eliminate one (1) proposedarbitrator.  The parties shall continueto eliminate names from the list of proposed arbitrators in this manner until asingle proposed arbitrator remains.  Thisremaining arbitrator shall arbitrate the dispute.  Each party shall submit, in writing, thespecific requested action or decision it wishes to take, or make, with respectto the matter in dispute, and the arbitrator shall be obligated to chooseone (1) party’s specific requested action or decision, without beingpermitted to effectuate any compromise position.  Judgment may be entered on the arbitrator’saward in any court having jurisdiction; *provided, however,*that the Executive shall be entitled to seek specific 

 

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### performance of his right to be paid through the dateof termination during the pendency of any dispute or controversy arising underor in 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 (e) as soon as practicable followingthe time at which such expense and/or fee is incurred, but in no event laterthan December 31 of the year following the year in which the expenseand/or fee is incurred by the Executive.

###  

### (f)            SURVIVAL.  The provisions of Sections 4 and 8 shall survivethe 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 or modificationof the time or manner of payment under a non-qualified deferred compensationplan (as defined under Code Section 409A), then to the extent necessaryunder the transitional guidance under Internal Revenue Service Notice 2007-86,this Agreement, as amended, constitutes an amendment to, and a new electionunder, such deferred compensation plan, in order to properly modify the time ormanner 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 

 

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#### 409A(a)(2)(B)(i), payments due under this Agreementwhich are deemed to be deferred compensation shall be subject to a six (6) monthdelay following the Executive’s separation from service.  For purposes of Code Section 409A, allinstallment payments of deferred compensation made hereunder, or pursuant toanother plan or arrangement, shall be deemed to be separate payments and,accordingly, the aforementioned deferral shall only apply to separate paymentswhich would occur during the six (6) month deferral period and all otherpayments shall be unaffected.  Alldelayed payments shall be accumulated and paid in a lump-sum catch-up paymentas of the first day of the seventh-month following separation from service (or,if earlier, the date of death of the Executive) with all such delayed paymentsbeing credited with interest (compounded monthly) for this period of delayequal to the prime rate in effect on the first day of such six-monthperiod.  Any portion of the benefitshereunder that were not otherwise due to be paid during the six-month periodfollowing the termination shall be paid to the Executive in accordance with thepayment schedule 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 WITNESS WHEREOF,** the partieshave executed this Agreement as of the date first above written.

 
| **WEST SUBURBAN BANCORP, INC.** |              | **DANIEL P. GROTTO** |
|---------------------------------|-------------------|----------------------|
| ** **                      | ** **        | ** **           |
| ** **                      | ** **        | ** **           |
| By:                             | /s/ Duane G. Debs | ** **           | /s/ Daniel P. Grotto |
| Name:                           | Duane Debs        | ** **           | ** ** |
| Title:                          | President         | ** **           | ** ** |
|                            |              | ** **           | ** ** |
|                            |              |                 | (Address) |

 

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