Exhibit 10.2
June 28, 2005
Leo M. Flanagan, Jr.
c/o Brittain &
Ketcham, et al.
85 Market Street
Elgin, IL 60123
Dear Mr. Flanagan:
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 and,
with respect to any such Options that are “incentive stock
options” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”),
subject to any restrictions on sale pursuant to applicable law,
sell the shares of the Company’s common stock underlying such
Options, 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 Change in
Control 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 (the “2005
Change in Control Agreement Payment”). For the
avoidance of doubt, and notwithstanding anything herein to the
contrary, the 2005 Change in Control 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.
2005
Supplemental Executive 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 Supplemental Executive Retirement Agreement
Payment.” For the avoidance of doubt, and
notwithstanding anything herein to the contrary, the 2005
Supplemental Executive 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.
4.
Executive
Split Dollar Life Insurance.
(a)
Supplemental
Life/Split Dollar Plan. Effective as of the date
hereof, the Company Bank’s Supplemental Life/Split Dollar
Plan and each Split Dollar Policy Endorsement thereunder
(collectively, “SL/SD Plan”) is amended hereby to
provide that (a) the aggregate amount of death benefit
proceeds which may be paid to your beneficiaries shall not exceed
the lesser of: (i) the Three Times Base Salary Amount (defined
to mean your current base salary as of the date of this letter,
multiplied by three (3), (ii) the sum of amounts shown as the
maximum dollar amount of each of the endorsements to which you are
a party (the “Maximum Dollar Amount”), or
(iii) the amount by which the aggregate death benefits payable
under all Policies maintained under the Plan for the purpose of
insuring your life exceeds the aggregate cash value of such
Policies immediately prior to your death, and (b) the
Plan may be amended or terminated following the Effective Time,
provided Purchaser maintains, or causes Purchaser Bank to maintain,
in full force and effect a life insurance policy or policies (which
need not be one or more Policies established under the SL/SD Plan)
insuring your life which provide an aggregate death benefit payable
to your beneficiary or beneficiaries equal to the lesser of the
Three Times Base Salary Amount of the Participant or the Maximum
Dollar Amount.
5.
Termination of
the Prior Agreements; Agreement to Remain Employed Through
Effective Time . You hereby agree
that, in consideration for entering into this Agreement, effective
as of the date hereof, the Change in Control Agreement by and
between the Company and you, effective as of April 3, 1998, as
amended as of February 15, 2005, and the Change in Control
Agreement by and between the Company Bank and you, effective as of
April 3, 1998, (the “Prior Agreements”) shall be
null and void and no person or entity shall be obligated to pay to
you or any person any amounts in respect of the Prior
Agreements. Further, in consideration of the benefits
conferred upon you, the Company and the Company Bank pursuant to
this Agreement, you hereby agree not to terminate your
employmen
|
