OF DIRECTORS OF FIRST BUSEY DEEMS APPROPRIATE IN
ITS SOLE DISCRETION, UNDER THE TERMS AND CONDITIONS SET FORTH HEREIN AS OF THE
EFFECTIVE DATE.
(B)
DUTIES.
EXECUTIVE'S DUTIES, AUTHORITY AND RESPONSIBILITIES IN
SUCH POSITION INCLUDE ALL DUTIES, AUTHORITY AND RESPONSIBILITIES CUSTOMARILY
HELD BY SUCH OFFICER OF COMPARABLE COMPANIES, SUBJECT ALWAYS TO THE CHARTER AND
BYLAW PROVISIONS AND THE POLICIES OF FIRST BUSEY AND BUSEY BANK, AND THE
DIRECTIONS OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF FIRST BUSEY.
(C)
CARE AND LOYALTY.
EXECUTIVE WILL DEVOTE EXECUTIVE'S BEST EFFORTS
AND FULL BUSINESS TIME, ENERGY, SKILLS AND ATTENTION TO THE BUSINESS AND AFFAIRS
OF BUSEY BANK AND ITS SUBSIDIARIES, AND WILL FAITHFULLY AND LOYALLY DISCHARGE
EXECUTIVE'S DUTIES TO BUSEY BANK AND ITS SUBSIDIARIES.
(D)
TRANSFERS.
THE BOARD MAY, IN ITS SOLE DISCRETION, CAUSE
EXECUTIVE'S EMPLOYMENT TO BE TRANSFERRED FROM BUSEY BANK TO FIRST BUSEY OR
ANOTHER WHOLLY OWNED SUBSIDIARY OF FIRST BUSEY, IN WHICH CASE ALL REFERENCES IN
THIS AGREEMENT TO "FIRST BUSEY" WILL BE DEEMED TO REFER TO SUCH SUBSIDIARY.
SECTION 3.
COMPENSATION.
FIRST BUSEY WILL COMPENSATE EXECUTIVE FOR
EXECUTIVE'S SERVICES AS FOLLOWS DURING THE TERM OF THIS AGREEMENT AND
EXECUTIVE'S EMPLOYMENT HEREUNDER:
(A)
BASE COMPENSATION.
EXECUTIVE'S ANNUAL BASE SALARY WILL BE TWO
HUNDRED AND TWENTY THOUSAND DOLLARS ($220,000) ("BASE SALARY").
THE BOARD WILL
REVIEW EXECUTIVE'S BASE SALARY IN OCTOBER 2007 AND THEREAFTER ANNUALLY,
BEGINNING JANUARY 2009, DURING THE TERM OF THIS AGREEMENT TO DETERMINE WHETHER
IT SHOULD BE MAINTAINED AT ITS EXISTING LEVEL OR INCREASED.
EXECUTIVE'S ANNUAL
BASE SALARY FOR ANY YEAR AFTER 2007 WILL NOT BE LOWER THAN EXECUTIVE'S BASE
SALARY FOR THE IMMEDIATELY PRECEDING YEAR.
(B)
DISCRETIONARY PERFORMANCE BONUS.
FIRST BUSEY WILL CONSIDER
EXECUTIVE FOR A BONUS EACH YEAR BASED ON PERFORMANCE CRITERIA ESTABLISHED BY THE
BOARD AND/OR EXECUTIVE'S SENIOR OFFICERS AND ANY OTHER FACTORS DEEMED BY THE
BOARD TO BE APPROPRIATE.
BONUSES WILL BE AWARDED, IF AT ALL, IN THE SOLE
DISCRETION OF THE BOARD, AND NOTHING IN THIS AGREEMENT WILL REQUIRE THE PAYMENT
OF A BONUS IN ANY GIVEN YEAR.
(C)
PROFIT SHARING BENEFIT.
EXECUTIVE WILL RECEIVE AN ANNUAL PROFIT
SHARING BENEFIT BASED ON THE COMBINED AMOUNT OF EXECUTIVE'S ANNUAL BASE SALARY
AND, IF APPLICABLE, EXECUTIVE'S PERFORMANCE BONUS AFTER EXECUTIVE MEETS THE
ELIGIBILITY REQUIREMENTS OF THE APPLICABLE PROFIT SHARING PLAN.
THE BOARD WILL
DECIDE THE EXACT AMOUNT OF THIS BENEFIT ANNUALLY WITHIN THAT RANGE.
FIRST BUSEY
WILL CONTRIBUTE THIS BENEFIT FOR THE ACCOUNT OF EXECUTIVE TO FIRST BUSEY'S
TAX-QUALIFIED RETIREMENT PLANS AND/OR ANY NONTAX-QUALIFIED DEFERRED COMPENSATION
2
PROGRAMS THAT FIRST BUSEY MAY ELECT TO ESTABLISH OR MAINTAIN.
ALL SUCH BENEFIT
PAYMENTS WILL BE DETERMINED AND GOVERNED BY THE TERMS OF THE PARTICULAR PLAN OR
PROGRAM.
FIRST BUSEY SHALL HAVE NO OBLIGATION TO CONTINUE TO MAINTAIN ANY
PARTICULAR BENEFIT PLAN OR ARRANGEMENT AND THIS BENEFIT MAY BE AMENDED OR
TERMINATED BY FIRST BUSEY AT ANY TIME FOR ANY REASON, PROVIDED SUCH TERMINATION
APPLIES TO ALL OTHER SIMILARLY SITUATED OFFICERS OF FIRST BUSEY.
(D)
CAR ALLOWANCE.
FIRST BUSEY WILL PROVIDE EXECUTIVE WITH A MONTHLY
AUTOMOBILE ALLOWANCE IN