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 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 FIRST BUSEY AND ITS SUBSIDIARIES, AND WILL FAITHFULLY AND LOYALLY DISCHARGE
EXECUTIVE'S DUTIES TO FIRST BUSEY AND ITS SUBSIDIARIES.
(D)
TRANSFERS.
THE BOARD MAY, IN ITS SOLE DISCRETION, CAUSE
EXECUTIVE'S EMPLOYMENT TO BE TRANSFERRED FROM FIRST BUSEY TO ANY WHOLLY OWNED
SUBSIDIARY, 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 ONE
HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($155,000) ("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.
FIRST BUSEY WILL CONTRIBUTE
THIS BENEFIT FOR THE ACCOUNT OF EXECUTIVE TO FIRST BUSEY'S TAX-QUALIFIED
2
RETIREMENT PLANS AND/OR ANY NONTAX-QUALIFIED DEFERRED COMPENSATION 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 THE GROSS AMOUNT OF SIX HUNDRED DOLLARS ($600).
THE
AUTOMOBILE ALLOWANCE WILL BE SUBJECT TO ANNUAL REVIEW BY THE BOARD