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EXHIBIT 10.4
EMPLOYMENT AGREEMENT
This Agreement, made this first day of January, 1992, by and among
UNIONBANK, a state banking corporation, UNIONBANCORP, INC., a Delaware
corporation (UnionBank and UnionBancorp, Inc. being hereinafter collectively
referred to as the "Employer"), and EVERETT J. SOLON (hereinafter referred to
as the "Employee").
WHEREAS, the Employee and the Employer desire to enter into an employment
agreement to fully recognize the contributions of the Employee to the Employer
and to assure continuous harmonious management of the affairs of the Employer;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, it is mutually agreed by and among the parties
hereto as follows:
Section 1. Employment; Term.
1.1 Employment. The Employer hereby hires the Employee as President of
Streator Banking Center and Vice President of UnionBancorp, Inc. and the
Employee does hereby accept such employment, upon the terms and conditions
hereinafter set forth and agrees to perform the duties required of him to the
best of his ability.
1.2 Term of Employment. The term of this Agreement shall commence as of
January 1, 1992 and shall continue through December 31, 1994, unless extended
as provided in paragraph 1.3 or sooner terminated as provided in Section 5.
1.3 Extension of Term of Employment. On January 1, 1993 and on each
January 1 thereafter, the term of this Agreement shall be automatically
extended for one additional year, unless prior to January 1, 1993 or January 1
of any subsequent year, as the case may be, either party shall have notified
the other in writing that the term of this Agreement shall not be so extended.
Once such notification is given by either party, the term of this Agreement
shall not thereafter be extended.
Section 2. Compensation.
2.1 Base Salary. For the calendar year beginning January 1, 1992, the
Employer shall pay to the Employee as compensation for his services a base
salary of $57,500.00, payable in bi-weekly installments, subject to withholding
for state and federal income taxes and FICA.
2.2 Salary Adjustments. On January 1, 1993 and on each January 1
thereafter, the Employee's base salary for the ensuing year shall be
automatically increased not less than five percent (5.0%) above the prior
year's base salary, as of December 31 of the prior year.
2.3 Bonus. The Employee shall be entitled to participate in such
executive bonus plans and/or incentive compensation plans as may be established
from time to time by the respective boards of directors of UnionBank and/or
UnionBancorp, Inc.
2.4 Other Benefits. The Employee shall also receive the following
benefits:
(a) Employee shall be entitled to participate in the Employer's
Employee Stock
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Ownership Plan.
(b) The Employee shall be entitled to participate in the Employer's
Benefit Package according to the terms and conditions thereof as amended from
time to time.
(c) The Employee shall have twelve (12) paid sick days per year.
(d) The Employee shall have two (2) paid personal days per year.
(e) The Employee shall be entitled to a minimum paid vacation of four (4)
weeks during each calendar year.
(f) The Employee be entitled to participate in the Employer's group major
medical insurance program according to the terms and conditions thereof as
amended from time to time.
(g) The Employer shall provide the Employee with an automobile and the
Employer shall pay all maintenance, repairs, insurance and other costs incident
thereto.
(h) The Employee shall be entitled to receive such other fringe benefits
as he was receiving prior to the date of this Agreement.
2.5 Expenses. The Employee is authorized to incur reasonable expenses on
behalf of the Employer in performing his duties including, but not limited to,
expenses for travel, entertainment, meals, lodging and attendance at seminars.
The Employer shall reimburse the Employee for all such expenses incurred by the
Employee upon presentation of an itemized account thereof.
Section 3. Duties.
3.1 Employee's Duties. The Employee's duties shall include:
(a) Overall day-to-day management of Streator Banking Center unit.
(b) All deposit gathering activities as it relates to this particular
banking center.
(c) Responsible to work senior loan administrator in lending activities
centered in this banking unit.
(d) Ensuring compliance with all state and federal laws and regulations
affecting the business of UnionBank and UnionBancorp, Inc.
(e) Timely and thorough reporting of the financial condition,
profitability and any other significant matters affecting UnionBank and/or
UnionBancorp, Inc. to the respective boards of directors thereof.
(f) Such other duties as may be assigned from time to time by the
respective boards of directors or UnionBank and UnionBancorp, Inc.
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3.2 Extent of Employee's Services. The Employee shall devote his entire
time, attention and energies to the business of UnionBank and UnionBancorp,
Inc. and shall not during the term of this Agreement be engaged in any other
business activity whether or not such business activity is pursued for gain,
profit or other pecuniary advantage without the prior knowledge and consent of
the boards of directors of UnionBank and UnionBancorp, Inc.; provided, however,
that the foregoing restriction shall not be construed as preventing the
Employee from investing, when such investment will not interfere with the
Employee's full time employment by the Employer.
Section 4. Protection of Confidential Information.
4.1 Nondisclosure. The Employee recognizes and acknowledges that he will
have access to certain confidential information of the Employer and of entities
affiliated with the Employer and that such information constitutes valuable,
special and unique property of the Employer and such other entities. The
Employee shall not, during or after the term of this Agreement, directly or
indirectly, divulge, disclose or communicate in any manner whatsoever any of
such confidential information to any person, firm, corporation or other entity
for any reason or purpose whatsoever, except to authorized representatives of
the Employer and its affiliated entities. For purpose of this Agreement, the
parties expressly acknowledge and agree that all information, whether written
or otherwise, regarding the Employer's business, including, but not limited to,
information regarding customers, employees, employees' salaries, costs, prices,
earnings, any financial or accounting reports or data, regulatory matters,
pending or threatened litigation or claims, products, services, data processing
and other systems, operations, potential acquisitions, new location plans,
prospective and executed contracts and other business arrangements, shall be
conclusively presumed to be confidential, material and important information of
the Employer, except to the extent that such information is otherwise lawfully
and readily available to the general public.
4.2 Use of Confidential Information. During the term of this Agreement,
the Employee may only use confidential information for purposes reasonably
necessary to the carrying out of the Employee's duties as President and Vice
President, and the Employee may not make use of any confidential information
after the severance of this employment. Upon the severance of his employment
with the Employer, the Employee shall return to the Employer all books,
records, lists and other written, typed or printed materials, whether furnished
by the Employer or prepared by the Employee, which contain any information
relating to the Employer's business. The Employee further agrees that he will
neither make nor retain any copies of such materials after severance of his
employment.
4.3 Remedies. In event of a breach or threatened breach by the Employee
of the provisions contained in paragraphs 4.1 or 4.2, the Employer shall be
entitled to an injunction restraining the Employee from disclosing, in whole or
in part, using or retaining such confidential information. Nothing herein
contained shall be construed as prohibiting the Employer from pursuing any
other remedies available to it for such breach or threatened breach, including
the recovery of damages from the Employee. The Employee's covenants with
respect to confidential information, as contained in paragraphs 4.1 and 4.2,
shall continue in effect notwithstanding the severance of the Employee's
employment, whether by the Employer or by the Employee, upon the expiration of
the term of this Agreement or otherwise.
Section 5. Termination.
5.1 Termination by Employee. The Employee may terminate this Agreement,
and sever his employment with the Employer, by giving the Employer at least
thirty (30) days' prior written notice
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thereof specifying the effective date of termination.
5.2 Termination Upon Death or Disability. This Agreement shall be
terminated, and the Employee's employment severed, upon the death or disability
of the Employee. For purposes of this Agreement, "disability" means the
Employee's inability, for any reason, to perform his duties as President and
Vice President of the Employer for any period of ninety (90) consecutive days
or for more than one hundred eighty (180) days in any twenty-four (24) month
period.
5.3 Termination by Employer for Cause. The Employer may terminate this
Agreement, and sever the Employee's employment, only "for cause". Cause for
termination shall exist if:
(a) The board of directors of UnionBancorp, Inc. or any bank regulatory
agency determines that the Employee has committed an act or acts of dishonesty.
(b) The Employee is convicted in a judicial proceeding of an offense
involving moral turpitude.
(c) The Employee improperly discloses or uses any confidential
information of the Employer.
(d) The Employee repeatedly and willfully fails or refuses to perform
his duties.
(e) The Employee grossly neglects his duties.
(f) The Employee fails or refuses to comply with the policies,
standards and regulations of the Employer which from time to time may be
established.
(g) The Employee engages in any activities detrimental to the
reputation of the Employer, including but not limited to activities involving a
conflict of interest.
(h) The Employee conducts himself in an unethical, immoral or
fraudulent manner or in a manner which causes him to be held in public ridicule
or scorn or causes a public scandal.
5.4 Notice of Termination for Cause; Employee's Opportunity to Correct.
In the event the Employer intends to terminate this Agreement, and sever the
Employee's employment, for cause, the Employer shall first give the Employee
written notice thereof specifying with particularity the acts, omissions or
conduct constituting causes and stating the effective date of termination,
which date shall not be less than thirty (30) days from the date the notice is
given. If the grounds for termination for cause are those specified in
subparagraphs (a), (b) or (c) of paragraph 5.3, this Agreement shall be
terminated and the Employee's employment shall be severed on the date set forth
in the notice of termination. However, if the grounds alleged in the notice of
termination are other than those specified in subparagraphs (a), (b) or (c) of
paragraph 5.3, the Employee, if he so elects by giving written notice to the
Employer's boards of directors prior to the effective date of termination
stated in the notice, shall be afforded an opportunity to discuss the alleged
grounds with the Employer's boards of directors and the Employee shall then be
given a reasonable period of time, not less than ninety (90) days, within which
to correct the acts, omissions or conduct complained of.
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5.5 Compensation Upon Termination. If for any reason this Agreement is
terminated and the Employee's employment is severed:
(a) The Employer shall continue to pay the Employee his base salary
through the effective date of termination.
(b) The Employer shall pay to the Employee compensation based on the
Employee's accrued sick days, personal days and vacation days.
(c) The Employer shall pay to the Employee any accrued bonus or
incentive compensation.
(d) The Employer shall as soon as practicable' distribute to the
Employee in cash the value of his Employee Stock Ownership Plan (ESOP) account.
Section 6. Miscellaneous Provisions.
6.1 Mandatory Purchase by Employer of Employee's Stock.
Upon the
(i) death of the Employee
(ii) disability of the Employee or
(iii) termination of this Agreement and severance of the Employee's
employment
the Employee or his personal representative may require UnionBancorp, Inc. to
purchase the shares of UnionBancorp, Inc. stock owned by the Employee and his
immediate family. To exercise this privilege, the Employee or his personal
representative shall give UnionBancorp, Inc. written notice thereof, indicating
the number of shares to be purchased, within six (6) months after the
Employee's death, disability or severance of employment. The purchase price
for such shares shall be determined annually based upon the appraised value of
UnionBancorp, Inc. shares as determined in the most recent appraisal obtained
for purchases of UnionBank's Employee Stock ownership Plan (ESOP). Each year,
for five (5) consecutive years, UnionBancorp, Inc. shall purchase from the
Employee or his personal representative one-fifth (1/5) of the shares with
respect to which notice exercising the privilege afforded by this paragraph 6.1
was given.
6.2 Relocation of Employee. This Agreement contemplates that the Employee
will discharge his duties hereunder primarily at the Employer's principal
offices in Streator, Illinois. The Employer may not relocate the Employee to
another office or location without the Employee's consent.
6.3 Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed given when delivered in
person or when mailed, by certified mail, postage prepaid, return receipt
requested, to the Employer at 201 East Main Street, Streator, Illinois, 61364
or to the Employee at [ ], Streator, Illinois, 61364.
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6.4 Captions. The Section and paragraph captions contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
6.5 Assignment. This Agreement shall be binding upon and inure to the
benefit of the Employer and the Employee and their respective heirs, legal
representatives, executors, administrators, successors and assigns.
6.6 Severability. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provisions of this Agreement
which can be given effect without the invalid or unenforceable provision and,
to this end, the provisions of this Agreement are severable.
6.7 Disputes. In case of any dispute or disagreement arising out of, or
in connection with, this Agreement, until the final determination of such
dispute or disagreement, the Employer shall continue to pay to the Employee all
of the compensation provided in this Agreement, and the Employee shall be
entitled to continue to receive all of the other benefits provided herein. If
any party commences an action to enforce any of the provisions of this
Agreement, the prevailing party shall be entitled to recover in such action its
costs and expenses incurred in prosecuting or defending such action, including
reasonable attorneys' fees, as may be awarded by the court which hears and
determines the controversy.
6.8 Employer's Obligations are Joint and Several. The obligations of
UnionBank and UnionBancorp, Inc. under this Agreement are joint and several.
6.9 Applicable Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of Illinois applicable to
agreements made and to be performed entirely in Illinois.
6.10 Entire Agreement. This Agreement sets forth the entire agreement
between the parties with respect to the subject matter hereof, supersedes all
prior negotiations, agreements and understandings, both written and oral,
between the parties, and cannot be amended, supplemented or modified, nor can
any of its provisions be waived, except by an instrument in writing signed by
all parties.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written.
UnionBank
By:/s/ C. Robert Myers
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Chairman of the Board
ATTEST:
/s/ Charles J. Grako
- ------------------------------
Secretary
UnionBancorp, Inc.
By:/s/ R. Scott Grigsby
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President
ATTEST:
/s/ Margaret A. Swain
- ------------------------------
Assistant Treasurer
/s/ Everett J. Solon
---------------------------------
Everett J. Solon
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EMPLOYMENT AGREEMENT
AMENDMENT
The following constitutes a modification and amendment of the Employment
Agreement entered into as of January 1, 1992 by and among UNIONBANK, a state
banking corporation, UNIONBANCORP, INC., a Delaware corporation (UnionBank and
UnionBancorp, Inc. being hereinafter collectively referred to as the
"Employer"), and EVERETT J. SOLON (hereinafter referred to as the "Employee").
Paragraph 5.5 of the Agreement is hereby modified and amended to read as
follows:
"5.5 COMPENSATION UPON TERMINATION.
(i) If this Agreement is terminated in accordance with the provisions
of paragraph 5.1, 5.2 or 5.3:
(a) The Employer shall continue to pay the Employee his base salary
through the effective date of termination.
(b) The Employer shall pay to the Employee compensation based on the
Employee's accrued sick days, personal days and vacation days.
(c) The Employer shall pay to the Employee any accrued bonus or
incentive compensation.
(d) The Employer shall as soon as practicable distribute to the
Employee in cash the value of this Employee Stock Ownership Plan (ESOP)
account.
(ii) If this Agreement is terminated by the Employer other than in
accordance with the provisions of paragraph 5.2 or 5.3 prior to the last day of
the then current term, and for any reason other than a termination in
accordance with the provisions of subparagraph (iii) of this paragraph 5.5,
then notwithstanding any mitigation of damages by the Employee, the Employee
shall receive all amounts under subparagraph (i) of this paragraph 5.5 and the
Employer shall pay the Employee the base salary then payable to the Employee,
the value of any bonus or incentive payments the Employee would have received
had he remained employed, the value of the contributions that would have been
made or credited by the Employer under all employee retirement plans for the
benefit of the Employee and shall continue to provide coverage for the Employee
under the health, life and disability insurance programs maintained by the
Employer for the remainder of the term of this Agreement.
(a) Payment to the Employee will be made on a monthly basis during
the remaining term of this Agreement. At the election of the Employer,
payments may be made in a lump sum. Such payments shall not be reduced
in the event the Employee obtains other employment following the
termination of employment by the Employer.
(b) If the Employer is not in compliance with its minimum capital
requirements or if the payments required under this subparagraph would
cause the Employer's capital to be reduced below its minimum capital
requirements, such payments shall be deferred until such time as the
Employer is in capital compliance.
(c) It is the intention of the Employer and the Employee that no
portion of any payment under this Agreement, or payments to or for the
benefit of the Employee under any other agreement or plan, be deemed to
be an "Excess Parachute Payment" as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), or its
successors. It is agreed that the present value of and payments to or
for the benefit of the Employee in the nature of
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compensation, receipt of which is contingent on the Change of Control (as
defined below) of the Employer, and to which Section 280G of the Code
applies (in the aggregate "Total Payments") shall not exceed an amount
equal to one dollar less than the maximum amount which the Employer may
pay without loss of deduction under Section 280G(a) of the Code. Present
value for purposes of this Agreement shall be calculated in accordance
with Section 280G(d)(4) of the Code. Within sixty (60) days following
the earlier of (A) the giving of the notice of termination or (B) the
giving of notice by the Employer to the Employee of its belief that there
is a payment or benefit due the Employee which will result in an excess
parachute payment as defined in Section 280G of the Code, the Employee
and the Employer, at the Employer's expense, shall obtain the opinion of
such legal counsel and certified public accountants as the Employee may
choose (notwithstanding the fact that such persons have acted or may also
be acting as the legal counsel or certified public accountants for the
Employer), which opinions need not be unqualified, which sets forth (A)
the amount of the Base Period Income of the Employee, (B) the present
value of Total Payments and (C) the amount and present value of any
excess parachute payments. In the event that such opinions determine
that there would be an excess parachute payment, the payment hereunder or
any other payment determined by such counsel to be includable in Total
Payments shall be modified, reduced or eliminated as specified by the
Employee in writing delivered to the Employer within thirty (30) days of
his receipt of such opinions or, if the Employee fails to so notify the
Employer, then as the Employer shall reasonably determine, so that under
the bases of calculation set forth in such opinions there will be no
excess parachute payment. The provisions of this subparagraph, including
the calculations, notices and opinions provided for herein shall be based
upon the conclusive presumption that (A) the compensation and benefits
provided for in Section 2 hereof and (B) any other compensation earned by
the Employee pursuant to the Employer's compensation programs which would
have been paid in any event, are reasonable compensation for services
rendered, even though the timing of such payment is triggered by the
Change of Control; provided, however, that in the event such legal
counsel so requests in connection with the opinion required by this
subparagraph, the Employee and the Employer shall obtain, at the
Employer's expense, and the legal counsel may rely on in providing the
opinion, the advice of a firm of recognized executive compensation
consultants as to the reasonableness of any item of compensation to be
received by the Employee. In the event that the provisions of Sections
280G and 4999 of the Code are repealed without succession, this
subparagraph shall be of no further force or effect.
(d) If at any time during the term of this Agreement, the Employee
is Constructively Discharged (as hereinafter defined) then the Employee
shall have the right, by written notice to the Employer within sixty (60)
days of such Constructive Discharge, to terminate his services hereunder,
effective as of thirty (30) days after such notice, and the Employee
shall have no further obligations under this Agreement. The Employee
shall in such event be entitled to a lump sum payment of compensation and
benefits and continuation of the health, life and disability insurance as
if such termination of his employment was pursuant to subparagraph (ii)
of this paragraph 5.5.
For purposes of this Agreement, the Employee shall be "Constructively
Discharged" upon the occurrence of any one of the following events:
(i) The Employee is not re-elected or is removed from the
positions with the Employer set forth in Section 1 hereof, other
than as a result of the Employee's election or appointment to
positions of equal or superior scope and responsibility; or
(ii) The Employee shall fail to be vested by the Employer with
the powers, authority and support services of any of said offices;
or
(iii) The Employer shall notify the Employee that the
employment term
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of the Employee will not be extended or further extended, as set
forth in paragraph 1.3; or
(iv) The Employer changes the primary employment location of
the Employee to a place that is more than fifty (50) miles from the
primary employment location as of the date of this Agreement; or
(v) The Employer otherwise commits a material breach of its
obligations under this Agreement.
(iii) In the event of a Change in Control (as defined below) of the
Employer and the termination of the Employee's employment under (a) or (b)
below, the Employee shall be entitled to (i) a lump sum payment equal to three
(3) times his most recent base salary and the value of the other amounts and
benefits payable or accrued under Section 2, and (ii) continued coverage under
the health, life and disability insurance programs for three years following
such termination. The following shall constitute termination for purposes of
this subparagraph:
(a) The Employee terminates his employment under this Agreement by a
written notice to that effect delivered to the Employer's boards of
directors within one (1) year after the Change in Control.
(b) This Agreement is terminated by the Employer or its successor
either in contemplation of or after the Change in Control.
(iv) For purposes of this paragraph, the term "Change in Control" shall
mean the following:
(a) The consummation of the acquisition by any person (as such term
is defined in Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of thirty-three
percent (33%) or more of the combined voting power of the then
outstanding voting securities; or
(b) The individuals who, as of the date hereof, are members of the
Employer's boards of directors cease for any reason to constitute a
majority of their respective board, unless the election, or nomination
for election by the stockholders, of any new director was approved by a
vote of a majority of their respective board, and such new director
shall, for purposes of this Agreement, be considered as a member of their
respective board; or
(c) Approval by stockholders of: (1) a merger or consolidation if
the stockholders immediately before such merger or consolidation do not,
as a result of such merger or consolidation, own, directly or indirectly,
more than sixty-seven percent (67%) of the combined voting power of the
then outstanding voting securities of the entity resulting from such
merger or consolidation in substantially the same proportion as their
ownership of the combined voting power of the voting securities
outstanding immediately before such merger or consolidation; or (2) a
complete liquidation or dissolution or an agreement for the sale or other
disposition of all or substantially all of the assets of the entity.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because thirty-three percent (33%) or more of the combined voting
power of the then outstanding securities is acquired by (1) a trustee or other
fiduciary holding securities under one or more employee benefit plans
maintained for employees of the entity or (2) any corporation which,
immediately prior to such acquisition, is owned directly or indirectly by the
stockholders in the same proportion as their ownership of stock
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immediately prior to such acquisition."
Paragraph 6.11 is hereby added to the Agreement and shall read as follows:
"6.11 INDEMNIFICATION.
(a) The Employer shall provide the Employee (including his heirs,
personal representatives, executors and administrators) for the term of this
Agreement with coverage under a standard directors' and officers' liability
insurance policy at its expense.
(b) In addition to the insurance coverage provided for in subparagraph
(a) of this paragraph 6.11, the Employer shall hold harmless and indemnify the
Employee (and his heirs, executors and administrators) to the fullest extent
permitted under applicable law against all expenses and liabilities reasonably
incurred by him in connection with or arising out of any action, suit or
proceeding in which he may be involved by reason of his having been an officer
of the Employer (whether or not he continues to be an officer at the time of
incurring such expenses or liabilities), such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.
(c) In the event the Employee becomes a party, or is threatened to be
made a party, to any action, suit or proceeding for which the Employer has
agreed to provide insurance coverage or indemnification under this paragraph
6.11, the Employer shall, to the full extent permitted under applicable law,
advance all expenses (including reasonable attorneys' fees), judgments, fines
and amounts paid in settlement (collectively "Expenses") incurred by the
Employee in connection with the investigation, defense, settlement, or appeal
of any threatened, pending or completed action, suit or proceeding, subject to
receipt by the Employer of a written undertaking from the Employee (i) to
reimburse the Employer for all Expenses actually paid by the Employer to or on
behalf of the Employee in the event it shall be ultimately determined that the
Employee is not entitled to indemnification by the Employer for such Expenses
and (ii) to assign to the Employer all rights of the Employee to
indemnification, under any policy of directors' and officers' liability
insurance or otherwise, to the extent of the amount of Expenses actually paid
by the Employer to or on behalf of the Employee."
The remaining provisions of the Agreement shall continue in effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
this 1st day of October, 1993.
UNIONBANK
By:/s/ R. Scott Grigsby
------------------------------
Title:President and
Chief Executive Officer
Attest:
/s/Charles J. Grako
- ------------------------------
Secretary
UNIONBANCORP, INC.
By:/s/ R. Scott Grigsby
------------------------------
Title:Chairman of the Board and
President
Attest:
/s/Charles J. Grako
- ------------------------------
Secretary
/s/ Everett J. Solon
--------------------------------
Everett J. Solon
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ADDENDUM TO
EMPLOYMENT AGREEMENT
The following constitutes a modification and amendment of the Employment
Agreement entered into as of January 1, 1992 by and among UnionBancorp, Inc., a
Delaware corporation (hereinafter referred to as the "Employer"), and Everett
J. Solon (hereinafter referred to as the "Employee").
Paragraph 5.5 (i) of the agreement is hereby modified and amended to read
as follows:
"5.5 COMPENSATION UPON TERMINATION.
(i) If this Agreement is terminated in accordance with the provisions of
paragraph 5.1, 5.2 or 5.3:
(a) The Employer shall continue to pay the Employee his base salary
through the effective date of termination.
(b) The Employer shall pay to the Employee compensation based on
the Employee's accrued vacation days.
(c) The Employer shall pay to the Employee any accrued bonus or
incentive compensation.
(d) The Employer shall as soon as practicable distribute to the
Employee in cash the value of his Employee Stock Ownership Plan (ESOP)
account."
The remaining provisions of the Agreement shall continue in effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
this 11th day of April, 1996.
UnionBancorp, Inc.
By: /s/ R. Scott Grigsby
-------------------------
Chairman, President & CEO
ATTEST:
/s/ Charles J. Grako
- --------------------
Secretary
/s/ Everett J. Solon
-------------------------
Everett J. Solon
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SECOND ADDENDUM TO
EMPLOYMENT AGREEMENT
The following constitutes a modification and amendment of the Employment
Agreement (the "Agreement") entered into as of January 1, 1992 by and between
UNIONBANCORP, INC., a Delaware corporation (hereinafter referred to as the
"Employer"), and EVERETT J. SOLON (hereinafter referred to as the "Employee"),
as amended.
Paragraph 6.1 of the Agreement is hereby deleted in its entirety and shall
be reserved for future use by inserting "[Reserved]" in its place.
The remaining provisions of the Agreement shall continue in effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
this 5th day of August, 1996.
UNIONBANCORP, INC.
By: /s/ R. Scott Grigsby
-------------------------
Chairman, President & CEO
ATTEST:
/s/ Charles J. Grako
- --------------------
Secretary
/s/ Everett J. Solon
-------------------------
Everett J. Solon