Exhibit 10.2
AGREEMENT AND GENERAL RELEASE
This Agreement and General Release (this "Agreement") is made and entered into
by and between Daniel P. Grotto (the "Employee"), West Suburban Bancorp, Inc.
(the "Company") and West Suburban Bank (the "Bank").
This Agreement shall be
effective on the date following the revocation period set forth in Section 10
below, which period shall commence on the date this Agreement is signed by
Employee, which shall be evidenced by the date appearing after Employee's
signature on the last page of this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:
SECTION 1.
RECOGNITION PAYMENT.
(A)
RECOGNITION PAYMENT.
IN CONSIDERATION FOR
THE PROMISES MADE IN THIS AGREEMENT, THE BANK AGREES TO PAY EMPLOYEE A
RECOGNITION PAYMENT IN THE GROSS AMOUNT OF ONE HUNDRED THOUSAND DOLLARS
($100,000.00), PAYABLE IN ONE LUMP SUM ON THE FIRST PAYROLL DATE AS IS
ADMINISTRATIVELY PRACTICABLE FOLLOWING THE EFFECTIVE DATE (AS DEFINED IN
SECTION 10 BELOW). THE AMOUNT PAID HEREUNDER SHALL BE SUBJECT TO ALL APPLICABLE
REPORTING AND WITHHOLDING AS REQUIRED BY LAW AND TO ANY OTHER APPLICABLE PAYROLL
DEDUCTIONS.
(B)
ACKNOWLEDGEMENT OF NON-ENTITLEMENT.
EMPLOYEE EXPRESSLY AGREES, UNDERSTANDS AND ACKNOWLEDGES THAT THE PAYMENT
PROVIDED EMPLOYEE UNDER SUBSECTION (A) ABOVE CONSTITUTES AMOUNTS IN EXCESS OF
THAT TO WHICH A SEPARATED EMPLOYEE OF THE BANK WOULD BE ENTITLED TO RECEIVE
WITHOUT ENTERING INTO THIS AGREEMENT, AND THAT THE ABOVE RECOGNITION PAYMENT IS
BEING PROVIDED BY THE BANK TO EMPLOYEE AS CONSIDERATION FOR EMPLOYEE'S ENTERING
INTO THIS AGREEMENT, INCLUDING THE RELEASE OF CLAIMS AND WAIVER OF RIGHTS
PROVIDED FOR IN SECTION 2.
SECTION 2.
TERMINATION OF EMPLOYMENT
AGREEMENT AND ACKNOWLEDGMENTS RELATED THERETO.
THE COMPANY AND EMPLOYEE HEREBY
TERMINATE THE RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN EMPLOYEE AND THE
COMPANY DATED DECEMBER 31, 2008 (THE "EMPLOYMENT AGREEMENT").
EMPLOYEE AND THE
COMPANY HEREBY ACKNOWLEDGE AND AGREE THAT THE FOLLOWING PAYMENTS AND BENEFITS,
SUBJECT TO ALL APPLICABLE REPORTING AND WITHHOLDING AS REQUIRED BY LAW AND TO
ANY OTHER APPLICABLE PAYROLL DEDUCTIONS, SHALL BE MADE IN CONNECTION WITH THE
TERMINATION OF THE EMPLOYMENT AGREEMENT AND IN FULL SATISFACTION OF THE
COMPANY'S AND THE BANK'S OBLIGATIONS UNDER THE EMPLOYMENT AGREEMENT:
(A)
PAYMENT TO EMPLOYEE OF $535,837.95 PAYABLE
UPON THE EXECUTION OF THIS AGREEMENT.
(B)
CONTRIBUTION TO THE WEST SUBURBAN
BANCORP, INC. DIRECTORS AND SENIOR MANAGEMENT DEFERRED COMPENSATION PLAN OF
$50,000.00, TO BE CONTRIBUTED ON JANUARY 31, 2010.
(C)
PAYMENT OF EMPLOYEE'S MONTHLY GROUP HEALTH
AND DENTAL INSURANCE COBRA PREMIUMS LESS EMPLOYEE'S PORTION OF THE MONTHLY
PREMIUMS FOR EIGHTEEN (18) MONTHS (THIS REQUIRES EMPLOYEE TO MAKE THE COBRA
ELECTIONS AND PAY THE EMPLOYEE PORTIONS).
(D)
PAYMENT OF THE PREMIUMS FOR EMPLOYEE'S
LONG-TERM CARE INSURANCE THROUGH DECEMBER 31, 2011.
(E)
THE AMENDED AND RESTATED LIFE INSURANCE
AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY EFFECTIVE MARCH 8, 2004 SHALL REMAIN
IN EFFECT THROUGH DECEMBER 31, 2011.
(F)
THE AMOUNT NECESSARY TO SATISFY
EMPLOYEE'S SAFE HARBOR CONTRIBUTION OF 3% BASED ON EMPLOYEE'S COMPENSATION
EARNED THROUGH DECEMBER 4, 2009 UNDER THE WEST SUBURBAN BANK 401(K)