Exhibit 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made by and between
WINTRUST FINANCIAL CORPORATION ("Wintrust"), an Illinois bank holding company,
and Edward J. Wehmer, an individual resident in the State of Illinois
("Executive").
WITNESSETH THAT:
WHEREAS, Wintrust is an Illinois bank holding company;
WHEREAS, Executive has particular expertise and knowledge concerning
the business of Wintrust and its operations and is a valued member of Wintrust's
senior management;
WHEREAS, by virtue of his employment with Wintrust, Executive will
become acquainted with certain confidential information regarding the services,
customers, methods of doing business, strategic plans, marketing, and other
aspects of the business of Wintrust or its Affiliates;
WHEREAS, Wintrust and Executive have previously entered into an
employment agreement dated December 16, 1996 (the "Prior Employment Agreement");
and
WHEREAS, Wintrust and Executive desire to restate and set forth in this
Agreement the terms, conditions and obligations of the parties with respect to
such employment effective as of the date first written above (the "Effective
Date") and this Agreement is intended by the parties to supersede all previous
agreements and understanding, whether written or oral, concerning such
employment, including, without limitation, the Prior Employment Agreement.
NOW THEREFORE, in consideration of the covenants and agreements
contained herein, of Executive's employment, of the compensation to be paid by
Wintrust for Executive's services, and of Wintrust's other undertakings in this
Agreement, the parties hereto do hereby agree as follows:
1. Scope of Employment. Executive will be employed as President and
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Chief Executive Officer of Wintrust and shall perform such duties as may be
assigned to Executive by the Board of Directors of Wintrust in such position.
Executive agrees that during their employment Executive will be subject to and
abide by the written policies and practices of Wintrust. Executive also agrees
to assume such new or additional positions and responsibilities as he may from
time to time be assigned for or on behalf of Wintrust or any Affiliate of
Wintrust. Notwithstanding the foregoing, Executive will not be required without
his consent to move his principal business location to another location more
than a 35 mile radius from his principal business location on the Effective Date
of this Agreement. For purposes of this Agreement, the term "Affiliate" shall
include but not be limited to Barrington Bank & Trust Company, Hinsdale Bank &
Trust Company, Lake Forest Bank & Trust Company, Libertyville Bank & Trust
Company, North Shore Community Bank & Trust Company, Crystal Lake Bank & Trust
Company, First Insurance Funding Corporation, Wintrust Asset Management Company,
and any subsidiary of any of them and shall further include any present or
future affiliate of any of them as defined by the rules and regulations of the
Federal Reserve Board. In the event Executive shall perform services for any
Affiliate in addition to serving as President and Chief Executive Officer of
Wintrust, the provisions of this Agreement shall also apply to the performance
of such services by Executive on behalf of the Affiliate.
2. Compensation and Benefits. Executive will be paid such base salary
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as may from time to time be agreed upon between Executive and Wintrust.
Executive will be entitled to coverage under such compensation plans, insurance
plans and other fringe benefit plans and programs as may from time to time be
established for employees of Wintrust in accordance with the terms and
conditions of such plans and programs. Executive shall also be eligible to
participate in the Wintrust 1997 Stock Incentive Plan or any successor Plan
thereto.
3. Extent of Service. Executive shall devote his entire time, attention
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and energies to the business of Wintrust during the term of this Agreement; but
this shall not be construed as preventing Executive from (a) investing
Executive's personal assets in such form or manner as will not require any
services on the part of Executive in the operation or the affairs of the
companies in which such investments are made and in which his participation is
solely that of an investor; (b) engaging (whether or not during normal business
hours) in any other professional, civic or philanthropic activities provided
that Executive's engagement does not result in a violation of his covenants
under this Section or Sections 4 and 5 hereof; or (c) accepting appointments to
the boards of directors of other companies provided that the Board of Directors
of Wintrust approves of such appointments and Executive's performance of his
duties on such boards does not result in a violation of his covenants under this
Section or Sections 4 and 5 hereof.
4. Competition. During the period in which Executive performs services
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for Wintrust and for a period of two years after termination of Executive's
employment with Wintrust, regardless of the reason, Executive shall not,
directly or indirectly, either alone or in conjunction with any person, firm,
association, company or corporation: (a) serve as President and Chief Executive
Officer or in a comparable senior management position with a bank or other
financial institution (or any branch or affiliate thereof) which offers to its
customers any of the services provided by Wintrust or its Affiliates which
operates in the Market Area of Wintrust or any Affiliate; (b) solicit or conduct
business which involves any of the services provided by Wintrust or its
Affiliates from or with any person, corporation or other entity which was a
customer of Wintrust or any Affiliate with whom Executive had direct or indirect
contact while employed by Wintrust or potential customers with whom Wintrust or
any Affiliate has, at the time of Executive's termination of employment with
Wintrust, an outstanding oral or written proposal to provide such services; (c)
request, advise or directly or indirectly invite any of the
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existing customers, suppliers or service providers of Wintrust or any Affiliate
to withdraw, curtail or cancel its business with Wintrust or any Affiliate
(other than through mass mailings or general advertisements not specifically
directed at customers of Wintrust or any Affiliate); (d) hire, solicit, induce
or attempt to solicit or induce any employee, consultant, or agent of Wintrust
or any Affiliate: (i) to terminate his employment or association with Wintrust
or any Affiliate; or (ii) to become employed by or to serve in any capacity by a
bank or other financial institution which operates or is planned to operate in
the Market Area of Wintrust or of any Affiliate; or (e) in any way participate
in planning or opening a bank or other financial institution which operates or
is intended to operate in the Market Area of Wintrust or of any Affiliate. For
the purposes of this Agreement, the Market Area of Wintrust or of an Affiliate
shall be the area within a ten (10) mile radius of the principal office and
branches of Wintrust or of any Affiliate.
Notwithstanding the foregoing, Executive shall not be
prevented from (i) investing or owning shares of stock of any corporation
engaged in any business provided that such shares are regularly traded on a
national securities exchange or in any over-the-counter market or (ii) retaining
any shares of stock in any corporation which Executive owned prior to the date
of his employment with Wintrust.
5. Confidential Information. Executive acknowledges that, during his or
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her employment with Wintrust, Executive has and will obtain access to
Confidential Information of and for Wintrust or its Affiliates. For purposes of
this Agreement, "Confidential Information" shall mean information not generally
known or available without restriction to the trade or industry, including,
without limitation, the following categories of information and documentation:
(i) documentation and information relating to lending customers of Wintrust or
any Affiliate, including, but not limited to, lists of lending clients with
their addresses and account numbers, credit analysis reports and other credit
files, outstanding loan amounts, repayment dates and instructions, information
regarding the use of the loan proceeds, and loan maturity and renewal dates;
(ii) documentation and information relating to depositors of Wintrust or any
Affiliate, including, but not limited to, lists of depositors with their
addresses and account numbers, amounts held on deposit, types of depository
products used and the number of accounts per customer; (iii) documentation and
information relating to trust customers of Wintrust or any Affiliate, including,
but not limited to, lists of trust customers with their addresses and account
numbers, trust investment management contracts, identity of investment managers,
trust corpus amounts, and grantor and beneficiary information; (iv)
documentation and information relating to investment management clients of
Wintrust or any Affiliate, including, but not limited to, lists of investors
with their addresses, account numbers and beneficiary information, investment
management contracts, amount of assets held for management, and the nature of
the investment products used; (v) the identity of actual or potential customers
of Wintrust or any Affiliate, including lists of the same; (vi) the identity of
suppliers and service providers of Wintrust or any Affiliate, including lists of
the same and the material terms of any supply contracts; (vii) marketing
materials and information regarding the products and services offered by
Wintrust or any
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Affiliate and the nature and scope of use of such marketing materials and
product information; (viii) policy and procedure manuals and other materials
used by Wintrust or any Affiliate in the training and development of its
employees; (ix) identity of all computer systems, programs and software utilized
by Wintrust of any Affiliate to conduct its operations and manuals or other
instructions for their use; (x) minutes or other summaries of Board of Directors
or other department or committee meetings held by Wintrust or any Affiliate;
(xi) the business and strategic growth plans of Wintrust or any Affiliate; and
(xii) confidential communication materials provided for shareholders of Wintrust
or of any Affiliate. Absent prior authorization by Wintrust or as required in
Executive's duties for Wintrust, Executive will not at any time, directly or
indirectly, use, permit the use of, disclose or permit the disclosure to any
third party of any such Confidential Information to which Executive will be
provided access. These obligations apply both during Executive's employment with
Wintrust and shall continue beyond the termination of Executive's employment and
this Agreement.
6. Inventions. All discoveries, designs, improvements, ideas, and
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inventions, whether patentable or not, relating to (or suggested by or resulting
from) products, services, or other technology of Wintrust or any Affiliate or
relating to (or suggested by or resulting from) methods or processes used or
usable in connection with the business of Wintrust or any Affiliate that may be
conceived, developed, or made by Executive during employment with Wintrust
(hereinafter "Inventions"), either solely or jointly with others, shall
automatically become the sole property of Wintrust or an Affiliate. Executive
shall immediately disclose to Wintrust all such Inventions and shall, without
additional compensation, execute all assignments and other documents deemed
necessary to perfect the property rights of Wintrust or any Affiliate therein.
These obligations shall continue beyond the termination of Executive's
employment with respect to Inventions conceived, developed, or made by Executive
during employment with Wintrust. The provisions of this Section 6 shall not
apply to any Invention for which no equipment, supplies, facility, or trade
secret information of Wintrust or any Affiliate is used by Executive and which
is developed entirely on Executive's own time, unless (a) such Invention relates
(i) to the business of Wintrust or an Affiliate or (ii) to the actual or
demonstrably anticipated research or development of Wintrust or an Affiliate, or
(b) such Invention results from work performed by Executive for Wintrust.
7. Remedies. Executive acknowledges that the compliance with the terms
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of this Agreement is necessary to protect the Confidential Information and
goodwill of Wintrust and its Affiliates and that any breach by Executive of this
Agreement will cause continuing and irreparable injury to Wintrust and its
Affiliates for which money damages would not be an adequate remedy. Executive
acknowledges that Affiliates are and are intended to be third party
beneficiaries of this Agreement. Executive acknowledges that Wintrust and any
Affiliate shall, in addition to any other rights or remedies they may have, be
entitled to injunctive relief for any breach by Executive of any part of this
Agreement. This Agreement shall not in any way limit the remedies in law or
equity otherwise available to Wintrust and its Affiliates.
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8. Term of Agreement. The initial term of Executive's employment
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pursuant to this Agreement shall be five (5) years, commencing on the date of
this Agreement. After such initial term, this Agreement shall be extended
automatically for successive one (1) year terms, unless either Executive or
Wintrust gives contrary written notice not less than ninety (90) days in advance
of the expiration of the initial or any succeeding term of this Agreement.
9. Termination of Employment.
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a. General Provisions. Executive's employment may be
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terminated by Wintrust at any time and, except as otherwise provided in this
Section 9, any and all of Wintrust's obligations under this Agreement shall
terminate, other than Wintrust's obligation to pay Executive, within thirty (30)
days of Executive's termination of employment, the full amount of any unpaid
base salary and accrued but unpaid vacation pay earned by Executive pursuant to
this Agreement through and including the date of termination and to observe the
terms and conditions of any plan or benefit arrangement which, by its terms,
survives such termination of Executive's employment. The payments to be made
under this Section 9(a) shall be made to Executive, or in the event of
Executive's death, to such beneficiary as Executive may designate in writing to
Wintrust for that purpose, or if Executive has not so designated, then to the
spouse of Executive, or if none is surviving, then to the personal
representative of the estate of Executive. Notwithstanding the foregoing,
termination of employment shall not affect the obligations of Executive that,
pursuant to the express provisions of this Agreement, continue in effect.
b. Termination Due to Death. If Executive should die during
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the term of this Agreement, which event shall result in the termination of
Executive's employment, Wintrust shall pay Executive an amount equal to two (2)
times the sum of (i) Executive's base annual salary in effect at the time of
Executive's death plus (ii) an amount equal to any bonuses paid to Executive
during the twelve (12) month period prior to Executive's death in a lump sum
within thirty (30) days following the date of Executive's death. The amount to
be paid to Executive pursuant to this Section 9(b) shall be reduced by the
amount of any life insurance benefit payments paid or payable to Executive from
policies of insurance maintained and paid for by Wintrust; provided that in the
event the life insurance benefits exceed the amount to be paid to Executive
pursuant to this Section 9(b), Executive shall remain entitled to receive the
excess life insurance payments. The payments to be made under this Section 9(b)
shall be made to Executive, or in the event of Executive's death, to such
beneficiary as Executive may designate in writing to Wintrust for that purpose,
or if Executive has not so designated, then to the spouse of Executive, or if
none is surviving, then to the personal representative of the estate of
Executive.
c. Termination Due to Permanent Disability. If Executive
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should suffer a permanent disability, which event shall result in the
termination of Executive's employment, Wintrust shall pay Executive an amount
equal to two (2) times the sum of
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(i) Executive's base annual salary in effect at the time of Executive's
permanent disability plus (ii) an amount equal to any bonuses paid to Executive
during the twelve (12) month period prior to Executive's permanent disability
ratably over a twenty-four (24) month period beginning on the first payroll
period following such termination and on each payroll period thereafter during
the twenty-four (24) month period. The amount to be paid to Executive pursuant
to this Section 9(c) shall be reduced by the amount of any long-term disability
benefit payments paid or payable to Executive during such payment period from
policies of insurance maintained and paid for by Wintrust; provided that in the
event the long-term disability benefits exceed the amount to be paid to
Executive pursuant to this Section 9(c), Executive shall remain entitled to
receive the excess long-term disability insurance payments.
For the purposes of this Agreement, "permanent disability"
means any mental or physical illness, disability or incapacity which renders
Executive unable to perform his duties hereunder for ninety (90) consecutive
working days. In addition, in the event of permanent disability, Executive's or
Executive's dependents' participation in any medical, health, accident,
disability, death, life insurance or similar plan in which Executive was
participating immediately prior to termination shall continue for the period in
which payments are being made under this Section 9(c) at Wintrust's expense
(subject to any normal employee contributions, if any), although any
continuation of health coverage shall count toward the "COBRA" continuation of
coverage period.
d. Termination Without Cause. In the event Executive's
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employment is terminated without Cause (as such term is defined in Section 9(h)
hereof) by Wintrust other than upon the expiration of the initial term or the
expiration of any succeeding one (1) year term of this Agreement, Wintrust shall
pay Severance Pay to Executive in the amount equal to two (2) times the sum of
(i) Executive's base annual salary in effect at the time of Executive's
termination plus (ii) an amount equal to any bonuses paid to Executive during
the twelve (12) month period prior to termination. Severance Pay under this
Section 9(d) shall be paid to the Executive ratably over a twenty-four (24)
month period beginning on the first payroll period following such termination
and on each payroll period thereafter during the twenty-four (24) month
Severance Pay period. The amount of Severance Pay under this Section 9(d) shall
be reduced by any income earned by Executive, whether paid to Executive
immediately or deferred until a later date, during the twenty-four (24) month
Severance Pay period from employment of any sort, including without limitation
full, part time or temporary employment or work as an independent contractor or
as a consultant. Executive agrees to promptly notify Wintrust if he obtains
employment of any sort during the twenty-four (24) month Severance Pay period
and to provide Wintrust with a copy of any W-2 or 1099 forms or other payroll or
income records and a summary of contributions received under any deferred
compensation arrangement. Notwithstanding the foregoing, Executive's Severance
Pay to be paid under this Section 9(d) shall be not less than an amount to
provide Executive with a monthly payment of $ 4,166.67 during the twenty-four
(24) month Severance Pay period.
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e. Constructive Termination. If Executive suffers a
--------------------------
Constructive Termination, Wintrust shall pay Severance Pay to Executive in the
amounts and at the times described in Section 9(d) hereof. For the purposes of
this Agreement, "Constructive Termination" means (i) a material reduction by
Wintrust in the duties and responsibilities of Executive or (ii) a reduction by
Wintrust of Executive's "Adjusted Total Compensation" (as hereinafter defined),
to (y) less than seventy-five percent (75%) of the Adjusted Total Compensation
of Executive for the twelve month period ending as of the last day of the month
immediately preceding the month in which the Constructive Termination occurs; or
(z) less than seventy-five percent (75%) of the Executive's Adjusted Total
Compensation for the twelve month period ending as of the last day of the month
preceding the Effective Date, whichever is greater. The amount of Severance Pay
under this Section 9(e) shall be reduced by any income earned by Executive,
whether paid to Executive immediately or deferred until a later date, during the
twenty-four (24) month Severance Pay period from employment of any sort,
including without limitation full, part time or temporary employment or work as
an independent contractor or as a consultant. Executive agrees to promptly
notify Wintrust if he or she obtains employment of any sort during the
twenty-four (24) month Severance Pay period and to provide Wintrust with a copy
of any W-2 or 1099 forms or other payroll or income records and a summary of
contributions received under any deferred compensation arrangement.
Notwithstanding the foregoing, Executive's Severance Pay to be paid under this
Section 9(e) shall be not less than an amount to provide Executive with a
monthly payment of $ 4,166.67 during the twenty-four (24) month Severance Pay
period.
(A) For the purposes of this Agreement, "Adjusted Total
Compensation" means the aggregate base salary earned by the
Executive plus the dollar value of all perquisites (i.e.
Wintrust provided car, club dues and supplemental life
insurance) as estimated by Wintrust in respect of the
Executive for the relevant twelve month period. Adjusted Total
Compensation shall exclude any bonus payments paid or earned
by the Executive. For the purpose of illustration, attached as
Exhibit A to this Agreement is the base salary paid and the
dollar value of the Executive's perquisites for the last
fiscal year of Wintrust.
(B) For the purposes of this Section 9(e) (but not for the
purpose of Section 9(f)), the Executive will not be deemed to
have incurred a Constructive Termination under Section
9(e)(ii) if there is a general reduction in base salaries
and/or perquisites applicable to the President, Chief
Executive Officer and all Vice Presidents of Wintrust.
f. Termination Upon Change In Control. In the event that
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within twelve (12) months of a Change In Control of Wintrust (as defined below)
(i) Executive's employment is terminated without Cause (as such term is defined
in Section 9(h) hereof) prior to the expiration of the initial term or the
expiration of any succeeding one (1) year term of this Agreement or (ii)
Executive suffers a Constructive Termination, Wintrust (or the successor
thereto) shall pay Severance Pay to Executive in the amounts described in
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Section 9(d) hereof in a lump sum within thirty (30) days following the date of
Executive's termination or Constructive Termination. For the purposes of this
Agreement, the term "Change in Control" shall have the same meaning as provided
in Section 12(b) of the Wintrust 1997 Stock Incentive Plan. Notwithstanding the
foregoing, if the payment required to be paid under this Section 9(f), when
considered either alone or with other payments paid or imputed to the Executive
from Wintrust or an Affiliate that would be deemed "excess parachute payments"
under Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the
"Code"), is deemed by Wintrust to be a "parachute payment" under Section
280G(b)(2) of Code, then the amount of Severance Pay required to be paid under
this Section 9(f) shall be automatically reduced to an amount equal to $1.00
less than three times the "base amount" (as defined in Section 280G(3) of the
Code) (the "Reduced Amount"). Provided, however, the preceding sentence shall
not apply if the sum of (a) the amount of Severance Pay described in this
Section 9(f) less (b) the amount of excise tax payable by the Executive under
Section 4999 of the Code with respect to the amount of such Severance Pay and
any other payments paid or imputed to the Executive from Wintrust or an
Affiliate that would be deemed to be "excess parachute payments" under Section
280G(b)(1) of the Code, is greater than the Reduced Amount. The decision of
Wintrust (based upon the recommendations of its tax counsel and accountants) as
to the characterization of payments as parachute payments, the value of
parachute payments, the amount of excess parachute payments, and the payment of
the Reduced Amount shall be final.
g. Voluntary Termination. If Executive voluntarily terminates
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employment prior to the expiration of the initial term or any succeeding one (1)
year term of this Agreement, this Agreement shall terminate forthwith and all
obligations of each party to the other shall terminate immediately except for
the obligations of the parties contained in Section 9(a) hereof.
h. Termination For Cause. If Executive is terminated for Cause
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as determined by the written resolution of the Compensation and Nominating
Committee or any successor committee of the Wintrust Board of Directors, all
obligations of each party to the other shall terminate immediately except the
obligations of the parties described in Section 9(a) hereof. For purposes of
this Agreement, termination for "Cause" means:
(i) Executive's failure or refusal, after
written notice thereof, to perform specific
directives approved by a majority of the Wintrust
Board of Directors which are consistent with the
scope and nature of Executive's duties and
responsibilities as President and Chief Executive
Officer of Wintrust;
(ii) Habitual drunkenness or illegal use of
drugs which interferes with the performance of
Executive's duties and obligations under this
Agreement;
(iii) Executive's conviction of a felony;
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(iv) Any defalcation or acts of gross or
willful misconduct of Executive resulting in economic
loss to Wintrust or substantial damage to Wintrust's
reputation;
(v) Any breach of Executive's covenants
contained in Sections 4 through 6 hereof; or
(vi) A written order requiring the
termination of Executive from his position with
Wintrust or any Affiliate for which Executive is also
providing services by any regulatory agency or body.
i. Executive's right to receive Severance Pay per Sections
9(d) through 9(f) hereof is contingent upon Executive not violating any of
on-going obligations under this Agreement.
j. The payment of Severance Pay to Executive pursuant to
Sections 9(d) through 9(f) hereof shall be liquidated damages for and in full
satisfaction of any and all claims Executive may have relating to or arising out
of Executive's employment and termination of employment by Wintrust, any and all
claims Executive may have relating to or arising out of this Agreement and the
termination thereof and any and all claims Executive may have arising under any
statute, ordinance or regulation or under common law. Executive expressly
acknowledges and agrees that, except for whatever claim Executive may have to
Severance Pay, Executive shall not have any claim for damages or other relief of
any sort relating to or arising out of Executive's employment or termination of
employment by Wintrust or relating to or arising out of this Agreement and the
termination thereof.
k. Upon termination of employment with Wintrust for any
reason, Executive shall promptly deliver to Wintrust all writings, records,
data, memoranda, contracts, orders, sales literature, price lists, client lists,
data processing materials, and other documents, whether or not obtained from
Wintrust or any Affiliate, which pertain to or were used by Executive in
connection with his employment by Wintrust or which pertain to any Affiliate,
including, but not limited to, Confidential Information, as well as any
automobiles, computers or other equipment which were purchased by Wintrust for
Executive.
10 Resolution of Disputes. Except as otherwise provided herein, any
----------------------
disputes arising under or in connection with this Agreement shall be resolved by
binding arbitration, to be held in Chicago, Illinois, in accordance with the
rules and procedures of the American Arbitration Association (the "AAA") and the
parties hereby agree to expedite such arbitration proceedings to the extent
permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof. This requirement to
arbitrate any disputes arising under or in
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connection with this Agreement shall not apply to claims made by Wintrust for
injunctive and/or other equitable relief for Executive's failure to adhere to
the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party
shall initially bear their own costs of the arbitration or litigation, except
that, if Wintrust is found to have violated any material terms of this
Agreement, Wintrust shall reimburse Executive for the entire amount of
reasonable attorneys fees incurred by Executive as a result of the dispute
hereunder in addition to the payment of any damages awarded to Executive.
Notwithstanding the foregoing, any dispute arising under this Agreement as a
result of Executive's termination of employment must be raised by Executive
within two (2) years after the Executive's termination, provided, however, that
the claim must be initiated within thirty (30) days after written notice of the
claim has been delivered by the Executive to Wintrust (Attn: President).
11. General Provisions.
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a. All provisions of this Agreement are intended to be
interpreted and construed in a manner to make such provisions valid, legal, and
enforceable. To the extent that any Section of this Agreement or any word,
phrase, clause, or sentence hereof shall be deemed by any court to be illegal or
unenforceable, such word, clause, phrase, sentence, or Section shall be deemed
modified, restricted, or omitted to the extent necessary to make this Agreement
enforceable. Without limiting the generality of the foregoing, if the scope of
any covenant in this Agreement is too broad to permit enforcement to its full
extent, such covenant shall be enforced to the maximum extent provided by law;
and Executive agrees that such scope may be judicially modified accordingly.
b. This Agreement may be assigned by Wintrust. This Agreement
and the covenants set forth herein shall inure to the benefit of and shall be
binding upon the successors and assigns of Wintrust.
c. This Agreement may not be assigned by Executive, but shall
be binding upon Executive's executors, administrators, heirs, and legal
representatives.
d. No waiver by either party of any breach by the other party
of any of the obligations, covenants, or representations under this Agreement
shall constitute a waiver by any prior or subsequent breach.
e. Where in this Agreement the masculine gender is used, it
shall include the feminine if the sense so requires.
f. The use of any number shall be construed as singular or
plural, as the case may require.
g. This instrument constitutes the entire agreement of the
parties with respect to its subject matter. This Agreement may not be changed or
amended orally but
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only by an agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification, extension, or discharge is sought. Any other
understandings and agreements, oral or written, respecting the subject matter
hereof are hereby superseded and canceled.
12. Governing Law. The parties agree that this Agreement shall be
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construed and governed by the laws of the State of Illinois, excepting its
conflict of laws principles. Further, the parties acknowledge and specifically
agree to the jurisdiction of the courts of the State of Illinois in the event of
any dispute regarding this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date written opposite their signatures.
WINTRUST FINANCIAL CORPORATION
By:____________________________________
David A. Dykstra
Its: Chief Financial Officer
Dated:__________________________________
________________________________________
Edward J. Wehmer
Dated:__________________________________
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