$5,000.00.
YOU HEREBY AGREE TO REPORT ANY
AMOUNTS PAID OR BENEFITS PROVIDED UNDER THIS AGREEMENT FOR PURPOSES OF FEDERAL,
STATE AND LOCAL INCOME, EMPLOYMENT AND EXCISE TAXES IN A MANNER CONSISTENT WITH
THE MANNER IN WHICH THE COMPANY OR COMPANY BANK REPORTS ANY SUCH AMOUNTS OR
BENEFITS FOR PURPOSES OF FEDERAL, STATE AND LOCAL INCOME, EMPLOYMENT AND EXCISE
TAXES.
7.
SUCCESSORS.
THIS AGREEMENT IS PERSONAL TO YOU AND WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMPANY SHALL NOT BE ASSIGNABLE BY YOU OTHERWISE
THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY YOUR LEGAL REPRESENTATIVES.
THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE COMPANY, THE
COMPANY BANK AND THEIR SUCCESSORS AND ASSIGNS.
FROM AND AFTER THE EFFECTIVE
DATE, THE "COMPANY" SHALL MEAN THE "PURCHASER," AND "COMPANY BANK" SHALL MEAN
"PURCHASER BANK," EXCEPT TO THE EXTENT THE CONTEXT INDICATES OTHERWISE.
8.
WAIVER.
FAILURE OF THE COMPANY TO DEMAND STRICT COMPLIANCE WITH
ANY OF THE TERMS, COVENANTS OR CONDITIONS OF THIS AGREEMENT SHALL NOT BE DEEMED
A WAIVER OF SUCH TERM, COVENANT OR CONDITION, NOR SHALL ANY WAIVER OR
RELINQUISHMENT OF ANY SUCH TERM, COVENANT OR CONDITION ON ANY OCCASION OR
MULTIPLE OCCASIONS BE DEEMED A WAIVER OR RELINQUISHMENT OF SUCH TERM, COVENANT
OR CONDITION.
3
9.
GOVERNING LAW AND JURISDICTION. THE AGREEMENT IS GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF
LAWS RULES.
YOU, THE COMPANY AND THE COMPANY BANK (A) HEREBY CONSENT TO SUBMIT
TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY FEDERAL COURT LOCATED IN THE STATE
OF ILLINOIS OR ANY COURT OF THE STATE OF ILLINOIS IN THE EVENT ANY DISPUTE
ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, AND (B) HEREBY WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN
SUCH COURTS WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN
CONNECTION WITH THE AGREEMENT.
EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES
ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING
UNDER OR IN CONNECTION WITH THIS AGREEMENT.
10.
ENTIRE AND FINAL AGREEMENT.
THIS AGREEMENT SHALL SUPERSEDE ANY AND
ALL PRIOR ORAL OR WRITTEN REPRESENTATIONS, UNDERSTANDINGS AND AGREEMENTS OF THE
PARTIES WITH RESPECT TO THEIR EMPLOYMENT RELATIONSHIP (INCLUDING, BUT NOT
LIMITED TO ALL CORRESPONDENCE, MEMORANDA AND TERM SHEETS AND THE PRIOR
AGREEMENTS), AND IT CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO
THOSE MATTERS.
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE BEEN MADE BY EITHER
PARTY WHICH ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT.
ONCE SIGNED BY THE
PARTIES HERETO, NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED OR AMENDED UNLESS
AGREED TO IN WRITING, SIGNED BY YOU AND A DULY AUTHORIZED OFFICER OF THE COMPANY
AND THE COMPANY BANK AND SUBJECT TO THE PRIOR WRITTEN CONSENT OF THE PURCHASER.
11.
ASSIGNMENT.