11.
PRIOR BUSINESS RELATIONSHIPS.
EXECUTIVE REPRESENTS THAT
THERE ARE NO CLAIMS OR ACTIONS, WHETHER PENDING, THREATENED OR POTENTIAL, WITH
RESPECT TO ANY OF HIS PRIOR EMPLOYMENT, INDEPENDENT CONTRACTOR OR OTHER BUSINESS
RELATIONSHIPS THAT PREVENT HIM, OR THAT WOULD PREVENT HIM, FROM CARRYING OUT HIS
DUTIES UNDER THIS AGREEMENT OR THAT SUBJECTS THE
7
CORPORATION TO ANY POTENTIAL OR ACTUAL LIABILITY. EXECUTIVE AGREES AND
UNDERSTANDS THAT ANY SUCH CLAIM OR ACTION SHALL BE REVIEWED BY THE BOARD AND MAY
BE GROUNDS FOR HIS TERMINATION OF EMPLOYMENT.
NOTWITHSTANDING THE FOREGOING,
THIS SECTION 10 SHALL NOT PREVENT THE CORPORATION FROM PURSUING ANY OTHER REMEDY
AVAILABLE AT LAW OR IN EQUITY.
SECTION 12.
MISCELLANEOUS.
(A)
ALL NOTICES HEREUNDER SHALL BE IN WRITING
AND SHALL BE DEEMED GIVEN WHEN DELIVERED IN PERSON OR WHEN TELECOPIED WITH HARD
COPY TO FOLLOW, OR THREE (3) BUSINESS DAYS AFTER BEING DEPOSITED IN THE UNITED
STATES MAIL, POSTAGE PREPAID, REGISTERED OR CERTIFIED MAIL, OR TWO (2) BUSINESS
DAYS AFTER DELIVERY TO A NATIONALLY RECOGNIZED EXPRESS COURIER, EXPENSES
PREPAID, ADDRESSED AS FOLLOWS:
If to Executive:
Jock Brown
2835 Emerald Drive
Ottawa, Illinois
61350
If the Corporation:
First Ottawa Bancshares, Inc.
701 LaSalle Street
P. O. Box 657
Ottawa, Illinois
61350
Attn.:
Chairman of the Board
and/or at such addresses as may be designated by notice given in accordance with
the provisions hereof.
(B)
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
SUCCESSORS AND PERMITTED ASSIGNS. NO PARTY SHALL ASSIGN THIS AGREEMENT OR ITS
RIGHTS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO;
PROVIDED, HOWEVER, THAT THE CORPORATION WILL REQUIRE ANY PERSON OR ENTITY
ACQUIRING ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OF THE CORPORATION (WHETHER
BY SALE OF STOCK, SALE OF ASSETS, MERGER, CONSOLIDATION OR OTHERWISE) TO ASSUME
ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT UPON CLOSING.
(C)
THIS AGREEMENT CONTAINS ALL OF THE
AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THIS AGREEMENT SUPERSEDES ALL OTHER AGREEMENTS, ORAL OR WRITTEN, BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(D)
NO CHANGE OR MODIFICATION OF THIS AGREEMENT
SHALL BE VALID UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY THE PARTIES
HERETO. NO WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE VALID UNLESS IN
WRITING AND SIGNED BY THE WAIVING PARTY. NO WAIVER OF ANY OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER
PROVISION, NOR SHALL ANY WAIVER CONSTITUTE A CONTINUING WAIVER, UNLESS SO
PROVIDED IN THE WAIVER.
8
(E)
IF ANY PROVISION OF THIS AGREEMENT (OR
PORTION THEREOF) SHALL, FOR ANY REASON, BE CONSIDERED INVALID OR UNENFORCEABLE
BY ANY COURT OF COMPETENT JURISDICTION AND SUCH PROVISION IS NOT SUBJECT TO
REVISION PURSUANT TO SECTION 8, SUCH PROVISION (OR PORTION THEREOF) SHALL BE
INEFFECTIVE ONLY TO THE EXTENT OF SUCH INVALIDITY OR UNENFORCEABILITY, AND THE
REMAINING PROVISIONS OF THIS AGREEMENT (OR PORTIONS THEREOF) SHALL NEVERTHELESS
BE VALID,