AGREEMENT In consideration of the mutual covenants herein contained, the Corporate Authorities of the VILLAGE OF OAK LAWN (hereinafter called the “Corporate Authorities”) on behalf of the Village of Oak Lawn, a municipal corporation (hereinafter called “Employer”) and LARRY R. DEETJEN (hereinafter called “Employee”) entered into the following Agreement (hereinafter called the “Agreement”) onJu!y 20, 2007, 1, EMPLOYMENT AND DUTIES. The Village President having appointed the Employee and the Board of Trustees (hereinafter called the “Board”) having consented thereto, the Employer hereby agrees to employ the Employee as the Village Manager of the Village of Oak Lawn in accordance with all of the provisions of local ordinances which relate to the performance of said office, as they may be in effect from time to time. The Employee agrees to perform said duties as Village Manager 2. TERM. The term of this Agreement shall be from the date hereof to May 1, 2009, subject to Sections 18 and 19 hereunder. 3. SALARY. The Employer shall pay the Employee for full-time services as Village Manager, an annualized base salary of One Hundred Thirty-five Thousand and No/100 Dollars ($135,000.00), payable in installments at the same time as other administrative employees of the Employer are paid, Effective January 1, 2008, Employee's annualized base salary shall be One Hundred Forty-one and No/100 Dollars ($141,000.00). A. Annual Performance and Compensation Review: The Village Board shall conduct an annual performance review of the Village Manager two months prior to the end of the calendar year beginning November, 2008 and each subsequent year. The Village Manager will then eligible for an increase in compensation effective with the beginning of the next calendar year based on his performance and as approved by the Village Board. 4, RELOCATION EXPENSES. Employee shall receive the following relocation expenses: A. Moving Expenses. The Village shall reimburse Employee the cost of packing, moving, and unpacking of all household goods and two vehicles based on the lower of ‘two estimates provided by Employee. Employee may move in up to two (2) phases. B. Relocation Assistance, Employer shall pay Employee the sum of Fifteen Hundred and No/100 Dollars ($1,500.00) per month for up to six (6) months for each month Employee has not yet sold his home in Florida, At the end of six months if Employee has not yet sold his home in Florida, the Village at its sole discretion will consider extending the relocation assistance payments. C. Travel Expenses, ‘The Village shall reimburse Employee the cost of airfare for himself and his spouse between Oak Lawn and Deerfield Beach, Florida for relocationpurposes in an amount not to exceed Twelve Hundred Fifty and No/100 Dollars ($1,250.00), with receipts to be provided to the Village by the Employee. 5. LIFE & HEALTH AND INSURANCE, The Employer shall provide the Employee, at Employer's expense, life insurance in the amount of one and one-half (1-1/2) times the Employee's annual base salary. The Employer shall provide the Employee and his dependents, if any, with such other health, dental, and vision insurance coverage as is generally provided to the other employees of Employer, under the same terms and conditions as provided to such other employees, If the Employee is able to extend his health insurance coverage from Deerfield Beach, Florida, through the end of May, 2008, then he will do so. The Employee will notify the Employer in sufficient time for the Employer to have him and his spouse added to the Employer's plan so that there is not a break in coverage between when the old coverage ends and the new coverage under the Village ends. If the Employee is able to continue his coverage through Deerfield Beach until May 31, 2008, the savings in premiums to the Employee will be handled as set forth in section 6. below. 6. _ RETIREMENT BENEFITS - ICMA-RC 457 Deferred Compensation and IMRF participation, ‘A. Bylaw both the Employee and the Employer shall make annual contributions to the Illinois Municipal Retirement Fund, commencing with the effective date of employment being July 30, 2007 B. _Inaddition to the base salary paid by Employer to the Employee as stipulated in paragraph three, the Employer agrees to pay into an ICMA-RC account in equal amounts each pay period 11.48% of the employee's base salary or the IRS limit of $15,500 per annum, whichever is less, during each of the first two years of employment C. Ifthe contract is extended, after two years of employment on or about July 30, 2009, the Employer agrees and is obligated to pass a resolution authorizing the Employee to roll over his assets from a Michigan Municipal Retirement System( MERS) into the linois Municipal Retirement Fund in order to purchase public service credit. IMRF will calculate the actuarial-based costs to make the transition and the village manager will be required to make said payment. D. Once A, B,and C above are accomplished, the Employee will be obligated to pay the Employer one of the following sums of monies which will be placed in an escrow account by the village: 1) $24,300 plus interest earned in ICMA-RC account if the Employee is able to maintain his health insurance coverage with his previous employer in Florida through May of 2008. 2) $31,000 plus interest earned in ICMA-RC account if the Employee is not able to maintain his health insurance coverage with his previous employer in Florida.7. DUES AND SUBSCRIPTIONS. The Board of Trustees agree to budget for and pay for the reasonable professional dues and subscriptions of the Employee necessary for his continued participation in national, regional, state and local associations and organizations desirable for the Employee to gain skills and knowledge to benefit his performance as Village Manager, including but not limited to Employee’s membership in the International City ‘management Association and the Illinois City Management Association (ICMA) and one service organization within the Village of Oak Lawn. 8. PROFESSIONAL DEVELOPMENT. The Board of Trustees agree to budget for and pay the reasonable travel and subsistence expenses of the Employee for professional and official travel, meetings and occasions designed to continue the professional development of Employee and to adequately pursue necessary official and other functions of the Employer, including the annual Conference of the Intemational City Management Association. Employer shall pay for the travel and subsistence expenses of the Employee for short course, institutes and seminars desirable for the Employee to gain skills and knowledge to benefit his performance as Village Manager. 9, TRANSPORTATION. Employer shall provide at no cost to the Employee a vehicle for use in the official business of the Village Manager including fuel and all ‘maintenance. This vehicle shall be housed at Village Hall or other Village property. Employee shall also receive an auto allowance of $500.00 per month toward use of his personal vehicle for Village business, provided the vehicle is licensed in the State of Llinois. 10. VACATION, SICK LEAVE, PERSONAL LEAVE. Upon commencement of his employment with the Village, Employce shall initially be credited with 24 days of sick leave and 20 days vacation leave, which vacation leave shall include personal leave. Employee shall be entitled to 24 vacation days each calendar year commencing January 1, 2008, Employee shall accrue sick leave at the same rate as non-uniformed Village employees. Employee shall not be entitled to payment for unused sick leave upon his separation from employment with the Village provided that the same policy is in effect for all other Village employees. Employee shall receive full compensation for all unused vacation days upon his separation from employment with the Village. IL EXCLUSIVITY. During the term of this Agreement, Employee shall not perform any work or services for compensation for any other governmental body without prior written authorization of the Corporate Authorities. 12, INDEMNIFICATION AND PROFESSIONAL LIABILITY INSURANCE: The Employee shall be covered under the Employer's Professional Liability insurance policy. To the extent permitted by law (and excluding any award for punitive damages), the Employer shall defend, hold harmless and indemnify employee against any tort, professional liability claims or demands or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of employee's duties as Village Manager. To the extent permitted by law, the Employer will compromise and settle such claim or suit and pay the ‘amount of any settlement or judgment rendered thereon or vigorously contest any claim and payany judgments thereon 13. BONDING: The Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance. 14, EMPLOYEE REVIEW. The Employer, at least annually, shall review and evaluate the performance of the Employee, and discuss this with Employee. After one year of this Agreement, the terms and conditions, including but not limited to salary, benefits, and severance pay shall be subject to negotiation. 1S, PERSONNEL RULES. The Personnel Rules of the Employer shall apply to Employee, except as it relates to overtime pay inasmuch as the Village Manager is employed in a management capacity. 16, RESIGNATION. Nothing in this Agreement shall prevent, limit or otherwise interfere with the rights of the Employee to resign at any time from the position of Village Manager, subject to the provisions of this paragraph. The Employee may resign by giving a minimum of 60 days written notice to the Employer, unless the parties agree to some other time period. The Employee shall be entitled to all salary and fringe benefits, health and life insurance, that have accrued to the Employee to the effective date of his resignation, on the condition that the Employee continues in the performance of the full time duties of Village Manager for the Employer, 17, TERMINATION. The Employee is an at will employee of the Employer. Nothing in this Agreement shall prevent, limit or otherwise interfere with the rights of the Corporate Authorities of the Village to terminate the employment of the Employee at any time, with or without cause, subject only to the provisions of Sections 18 and 19 below. 18. JUST CAUSE; NOTICE OF TERMINATION. ‘A. Cause Termination. For purposes of this Agreement, Cause shall be defined only as (i) commission by the Employee of any act of fraud or willful misconduct against the Village, or (ii) performing official duties irresponsibly, or improperly carrying out a lawful act and/or an unlawful act in the Employee's official capacity; (iii) an act or moral turpitude; or {iv) the conviction of the Employee of any felony (or a plea of nolle contendere thereto), Itis the intent of the parties that the language in subparagraphs 18.A. (i) and (ii) above regarding for cause termination for reasons other than a conviction, is not to be misused as a pretext for a political firing because there is a new board majority than that which was seated at the time this agreement was executed. To ensure that this does not happen, any act of fraud or willful misconduct against the Village, or performing official duties irresponsibly, or improperly carrying out a lawful act and/or committing an unlawful act in the Employee's official capacity must be reduced to writing by the board and given to the manager within 7 days of when such act occurs. The manager shall be allowed 7 days thereafter to present the board with a written response. If after that the board desires toexercise the for cause termination and no severance agreement can be worked out, the parties agree to mediate this sole issue by a three person panel consisting of one person recommended by each side and third person who is agreed upon by both sides. B. Notice of Termination, Any termination by the Village for Cause, or without Cause, or by the Employee for Good Reason, shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates whether the termination is for Cause or without Cause; and (ii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date. C. Date of Termination. “Date of Termination” means either the date of receipt of the “Notice of Termination” or any later date specified therein. If the Employee’s employment is terminated by reason of death or otherwise by the Employee, the date of death or other termination by the Employee shall be the Date of Termination, 19. OBLIGATION OF THE VILLAGE UPON TERMINATION. _ In the event the employment of the Employee is terminated by the Corporate Authorities without cause, the Employer agrees to pay the Employee a severance payment as follows A. Without Cause. If, during the Employment Period, the Village shall terminate the Employee's employment other than for Cause, death, or permanent disability, the Village agrees to pay the employee a severance payment in the amount of nine (9) months’ base salary, and in the event this contract is extended, Employee shall receive a severance payment of six (6) months if terminated between January 1, 2010 and December 31, 2013, and a severance payment of three (3) months thereafter. In consideration for, and as a condition precedent to provision of all benefits under this paragraph, the parties shall execute a mutual general release that releases Employer from any and all causes of action, claims and demands that Employee might have against the Employer and releases Employee from any and all causes of action, claims and demands that Employer might have against the Employee. B. With Cause. If the Village shall terminate the Employee's employment for Cause, death or permanent disability, the Village shall have no further payment obligations to the Employee under this Agreement after the Date of Termination. 20. NO REDUCTION IN BENEFITS: The Employer shall not at any time during the term of agreement reduce the salary, compensation or other financial benefits of Employee unless agreed to by Employee. Any reduction in the salary, compensation or other financial benefits of Employee not agreed to by Employee shall, at the Employee’s option, be considered termination without cause, and the severance provisions of section 19.A. above shall apply. 21. NOTICE. Any notice required or otherwise given pursuant to this Agreement shall be in writing and shall be served, unless otherwise provided, on the parties personally or bycertified or registered mail, return receipt requested, and shall be deemed given on the date personally served, or on the date of such mailing. Mailed notice to the Employee shall be given to his then current residence address. Mailed notice to the Employer shall be given to the Village President at the Village Hall address. 22, APPLICABLE LAW. This Agreement shall be construed under the laws of the State of Illinois. 23, SEVERABILITY. To the extent any provision herein is prohibited by applicable Federal, State, or local law, or is impossible to perform, such provision will be deemed deleted from this Agreement and the remainder of the Agreement shall survive. IN WITNESS WHEREOF, the Employer has caused this Agreement to be signed by the Village President, duly attested by the Village Clerk, and the Employee having signed this Agreement by adding his signature hereto VILLAGE OF OAK LAWN Village President ATTEST: Village Clerk 1196846