OR THE BANK FOR ANY FIXED PERIOD OF TIME.
THE EXECUTIVE'S
EMPLOYMENT WITH THE BANK IS TERMINABLE AT WILL BY THE BANK OR THE EXECUTIVE AND
EACH SHALL HAVE THE RIGHT TO TERMINATE THE EXECUTIVE'S EMPLOYMENT WITH THE BANK
AT ANY TIME, WITH OR WITHOUT CAUSE, SUBJECT TO THE COMPANY'S OBLIGATION TO
PROVIDE SEVERANCE BENEFITS AS REQUIRED HEREUNDER.
In no event shall the Executive be obligated to seek other employment or take
any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement, nor shall the amount of any
payment hereunder be reduced by any compensation earned by the Executive as a
result of employment by another employer, other than as provided in Paragraph
2.3(d) herein.
7.8.
ENTIRE AGREEMENT.
THIS AGREEMENT REPRESENTS THE
ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,
AND SUPERSEDES ALL PRIOR DISCUSSION, NEGOTIATIONS, AND AGREEMENTS CONCERNING THE
SUBJECT MATTER HEREOF, INCLUDING, BUT NOT LIMITED TO, ANY PRIOR SEVERANCE
AGREEMENT MADE BETWEEN THE EXECUTIVE AND THE COMPANY.
7.9.
TAX WITHHOLDING.
THE COMPANY SHALL WITHHOLD
FROM ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT ALL FEDERAL, STATE, CITY, OR OTHER
TAXES AS LEGALLY REQUIRED TO BE WITHHELD.
7.10.
WAIVER OF RIGHTS.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, THE EXECUTIVE'S ACCEPTANCE OF SEVERANCE BENEFITS, THE GROSS-UP PAYMENT
(IF APPLICABLE), AND ANY OTHER PAYMENTS REQUIRED HEREUNDER SHALL BE DEEMED TO BE
A WAIVER OF ALL RIGHTS AND CLAIMS OF THE EXECUTIVE AGAINST THE COMPANY
PERTAINING TO ANY MATTERS ARISING UNDER THIS AGREEMENT.
7.11.
SEVERABILITY.
IN THE EVENT ANY PROVISION OF THE
AGREEMENT SHALL BE HELD ILLEGAL OR INVALID FOR ANY REASON, THE ILLEGALITY OR
INVALIDITY SHALL NOT AFFECT THE REMAINING PARTS OF THE AGREEMENT, AND THE
AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF THE ILLEGAL OR INVALID PROVISION
HAD NOT BEEN INCLUDED.
7.12.
APPLICABLE LAW.
TO THE EXTENT NOT PREEMPTED BY THE
LAWS OF THE UNITED STATES, THE LAWS OF THE STATE OF ILLINOIS SHALL BE THE
CONTROLLING LAW IN ALL MATTERS RELATING TO THE AGREEMENT.
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11
IN WITNESS WHEREOF, the Company has executed this Agreement, to be effective as
of the day and year first written above.
ATTEST:
OLD SECOND BANCORP, INC.
By:
Robin Hodgson
By:
William B. Skoglund
Title:
Chairman & CEO
/s/ William B. Skoglund
Name
S-1