EXHIBIT 10.7-I
AMENDMENT TO CHANGE IN CONTROL AGREEMENT BETWEEN
STANDARD FINANCIAL MORTGAGE CORPORATION
AND ROBERT R. HARRING, III
Standard Financial Mortgage Corporation ("SFMC"),
Standard Financial, Inc. ("Holding Company") and Robert
R. Harring, III ("Executive") executed a certain Change
in Control Agreement (the "Agreement"), effective July
28, 1995 and amended July 18, 1996, wherein they reserved
the right to modify or amend said Agreement in writing at
any time in whole or in part.
WHEREAS, Holding Company and SFMC are desirous of
amending the Agreement in certain respects and retaining
the services of Executive; and
WHEREAS, Executive is willing to accept such
amendments and to continue to serve in the employ of
Holding Company and SFMC.
NOW, THEREFORE, in consideration of Holding Company
and SFMC continuing to retain the services of Executive
and for Executive continuing to serve in the employ of
Holding Company and SFMC and for other good and valuable
consideration, the parties hereto agree to amend said
Agreement effective September 1, 1996, as follows:
1. A new Section 5 is hereby added to read as
follows:
"Section 5 - Confidentiality and
Covenant Not to Compete
5.1 Covenant Not to Compete. In consideration of
the employment of Executive and the potential payments to
be received under this Agreement, Executive covenants and
agrees that Executive shall not during the one-year
period immediately following the termination of his
employment:
(a) without the prior written consent of
Holding Company or SFMC, engage or become interested in
any capacity, directly or indirectly (whether as
proprietor, principal stockholder, director, partner,
employee, trustee, beneficiary, or in any other capacity)
in any business selling, providing or developing products
or services competitive with products or services sold or
maintained by Holding Company or SFMC within a 5-mile
radius of the Chicago Metropolitan Statistical Area; or
(b) recruit or solicit for employment any
current or future employee of SFMC or any of its
respective successors or any entities related to it.
5.2 Confidential Information. Executive
acknowledges that all Secret or Confidential Information
is the exclusive property of SFMC. Executive shall not
during the period of his employment by SFMC or at any
time thereafter, disclose to any person, firm or
corporation, or publish or use for any purpose, any
Secret or Confidential Information except as properly
required in the ordinary course of business of SFMC or as
directed and authorized by SFMC. Upon the termination of
his employment with SFMC for any reason whatsoever,
Executive shall return and deliver to SFMC within 7 days
any and all papers, books, records, documents, memoranda
and manuals, including all copies thereof, belonging to
SFMC or relating to its business, in Executive's
possession, whether prepared by Executive or others. If
at any time after the termination of Executive's
employment with SFMC, Executive determines that he has
any Secret or Confidential Information in his possession
or control, Executive shall immediately return all such
Secret or Confidential Information to SFMC including all
copies and portions thereof.
For purposes of this Section, "Secret or
Confidential Information" means secret or confidential
information of SFMC (including secret or confidential
information of SFMC's subsidiaries and affiliates),
including but not limited to lists of customers; identity
of customers; identity of prospective customers; contract
terms; bidding information and strategies; pricing
methods; computer software; computer software methods and
documentation; hardware; salary information with respect
to SFMC employees; financial product design information;
SFMC's business plan; methods of operation of SFMC or its
affiliates; the procedures, forms and techniques used in
servicing accounts; and all other documents or
information which are required to be maintained in
confidence for the continued success of SFMC and its
business, provided that secret or confidential
information shall not include information reasonable
available to the general public.
5.3 Disclosure and Survival of Covenants. If
Executive, in the future, seeks or is offered employment
by any other company, firm or person, he shall provide a
copy of this Agreement to the prospective employer prior
to accepting employment with that prospective employer.
The provisions of Sections 5.1 and 5.2 shall survive
termination of this Agreement or of Executive's
employment.
In all other respects, Holding Company, SFMC and
Executive hereby confirm the Agreement, as herein
amended, reserving to Holding Company, SFMC and Executive
the joint right further to amend or revoke, in whole or
in part, the Agreement and this amendment thereto.
IN WITNESS WHEREOF, Holding Company, SFMC and
Executive have signed this amendment this ______ day of
______________________, 1996.
STANDARD FINANCIAL MORTGAGE CORPORATION
By:_________________________________
Title:______________________________
STANDARD FINANCIAL, INC.
By:_________________________________
Title:______________________________
ROBERT R. HARRING, III
By:_________________________________
Title:______________________________