Exhibit 10.14
June 28, 2005
Thomas I. Anderson
12575 Elmwood Court
Huntley, Illinois 60142
Dear Mr. Anderson:
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 for
your benefit, whether paid, pa
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