THE
PLAN AND ALL ACTIONS TAKEN IN CONNECTION HEREWITH SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REFERENCE
TO PRINCIPLES OF CONFLICT OF LAWS, EXCEPT AS SUPERSEDED BY APPLICABLE FEDERAL
LAW.
(L)
VALIDITY.
IF ANY PROVISION OF THE AWARD
AGREEMENT IS DETERMINED TO BE ILLEGAL OR INVALID FOR ANY REASON, SAID ILLEGALITY
OR INVALIDITY SHALL NOT AFFECT THE REMAINING PARTS HEREOF, BUT THE AWARD
AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL OR INVALID
PROVISION HAS NEVER BEEN INCLUDED HEREIN.
(M)
SECTION 409A.
IT IS THE INTENTION OF THE
COMPANY THAT THIS AGREEMENT AND EACH RSU GRANTED HEREUNDER SHALL COMPLY WITH THE
REQUIREMENTS CODE SECTION 409A OR BE EXEMPT FROM CODE SECTION 409A AND, WITH
RESPECT TO AMOUNTS THAT ARE SUBJECT TO CODE SECTION 409A, SHALL IN ALL RESPECTS
BE ADMINISTERED IN ACCORDANCE WITH CODE SECTION 409A, AND THIS AGREEMENT, THE
PLAN (INSOFAR AS IT IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT) AND THE
TERMS AND CONDITIONS OF ALL RESTRICTED STOCK UNITS SHALL BE INTERPRETED
ACCORDINGLY.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AND
ONLY TO THE EXTENT REQUIRED BY CODE SECTION 409A, ANY AMOUNT PAYABLE TO THE
PARTICIPANT HEREUNDER ON ACCOUNT OF HIS "SEPARATION FROM SERVICE" THAT
CONSTITUTES DEFERRED COMPENSATION SHALL BE DELAYED AND PAID TO THE PARTICIPANT
ON THE FIRST BUSINESS DAY AFTER THE DATE THAT IS SIX MONTHS FOLLOWING THE
PARTICIPANT'S "SEPARATION FROM SERVICE."
(N)
SECTION 409A AMENDMENT.
THE COMMITTEE
RESERVES THE RIGHT (INCLUDING THE RIGHT TO DELEGATE SUCH RIGHT) TO UNILATERALLY
AMEND THIS AWARD AGREEMENT WITHOUT THE CONSENT OF THE PARTICIPANT IN ORDER TO
MAINTAIN AN EXCLUSION FROM THE APPLICATION OF, OR TO MAINTAIN COMPLIANCE WITH,
CODE SECTION 409A.
ANY SUCH AMENDMENT SHALL MAINTAIN, TO THE EXTENT
PRACTICABLE, THE ORIGINAL INTENT OF THE APPLICABLE PROVISION.
PARTICIPANT'S
ACCEPTANCE OF THIS AWARD AGREEMENT CONSTITUTES ACKNOWLEDGEMENT AND CONSENT TO
SUCH RIGHTS OF THE COMPANY.
(SIGNATURE PAGE TO FOLLOW)
5
IN WITNESS WHEREOF, the Participant and the Company have executed this Award
Agreement, all as of the Grant Date.
PARTICIPANT
OLD SECOND BANCORP, INC.
By:
Its:
6