Exhibit 10.11
June 28, 2005
Eric J. Fernandez
c/o Eric J. Fernandez &
Co.
895 West Main Street
West Dundee, Illinois
60118
Dear Mr. Fernandez:
In connection with the anticipated
merger (the “Merger”) of EFC Bancorp, Inc. (the
“Company”) with and into MAF Bancorp, Inc. (the
“Purchaser”) as contemplated by the Agreement and Plan
of Reorganization by and between the Purchaser and the Company (the
“Merger Agreement”), the Company, EFS Bank (the
“Company Bank”) and you hereby enter into this
agreement (this “Agreement”). Capitalized terms
used but not otherwise defined in this Agreement shall have the
meaning set forth in the Merger Agreement.
1.
Options
. Prior to
December 31, 2005, you may exercise any and all vested options
for the purchase of Company common stock (the
“Options”) that you hold as of the date hereof, such
that all income from such exercise shall be included in your gross
income for 2005. For the avoidance of doubt, and
notwithstanding anything herein to the contrary, any income that
you derive from the exercises of the Options (and sale of the
underlying shares) as set forth in the preceding sentence shall not
be taken into account in computing any benefits under any plan,
program or arrangement of Mid America Bank (the “Purchaser
Bank”), the Purchaser, the Company Bank, the Company or their
affiliates.
2.
2005 Directors
Retirement Agreement Payment. Prior to December 23,
2005, the Company Bank shall pay to you an amount equal to the
amount set forth on Exhibit A as the “2005 Directors
Retirement Agreement Payment.” For the avoidance of
doubt, and notwithstanding anything herein to the contrary, the
2005 Directors Retirement Agreement Payment shall not be taken into
account in computing any benefits under any plan, program or
arrangement of the Purchaser Bank, the Purchaser, the Company Bank,
the Company or their affiliates.
3.
Representation of
Rights. You hereby represent and warrant that, but for your
rights in respect of outstanding stock options and restricted stock
in respect of Company common stock under the Company’s stock
compensation plans, you are not entitled to or eligible for any
other payments or benefits under any plans, agreements or
arrangements of or with the Company or the Company Bank and hereby
waive any rights with respect thereto, including the Company Bank
Directors Retirement Agreement.
4.
Withholding and
Reduction. The Company or Company Bank will withhold and
deposit all federal, state and local income and employment taxes
that are owed, if any, with respect to all amounts paid or benefits
provided to or for you by the Company or any affiliate pursuant to
this Agreement. You, the Company and the Company Bank agree
that none of the payments and benefits payable or provided to you
or for your benefit under this Agreement or otherwise in connection
with the Merger are expected to constitute an “excess
parachute payment” within the meaning of Section 280G of
the Code. However, notwithstanding anything to the contrary
contained in this Agreement, in no event shall the aggregate
payments or benefits to be made or afforded to you under this
Agreement or otherwise (the “Payments”) constitute an
“excess parachute payment” under Section 280G of
the Code and in order to avoid such a result the Payments will be
reduced, if necessary, to an amount such that when aggregated with
all other payments, benefits or distributions in the nature of
compensation to or
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