Exhibit 10.7
June 28, 2005
Randy C. Blackburn
255 Carriage Hill Drive
Aurora, Illinois
60506
Dear Mr. Blackburn:
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
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.
3.
Payment on the
Effective Date . On the Effective
Date, the Company Bank shall pay you a lump sum payment in cash in
the amount set forth on Exhibit A (the “Effective Date
Payment”). For the avoidance of doubt, and
notwithstanding anything herein to the contrary, the Effective Date
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.
In the event that the Effective Date does not occur, you shall not
be entitled to any payment under this Section 3.
4.
Executive
Split Dollar Life Insurance; Medical Continuation.
(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.
(b)
Medical
Continuation. For the one year-period following the Effective
Date, the Company will continue, or will cause the Company Bank to
continue, to provide you with access to medical and dental coverage
under its group plan as in effect from time to time with respect to
similarly situated executives of the Company, including any cost
sharing or contributions required to be made by you, provided,
that, to the extent that the Company is unable to provide, or to
cause the Company Bank to provide, you with (or ceases to be able
to provide you with) such continuation coverage under the terms of
its insurance policies as in effect from time to time, the Company
Bank shall pay to you a cash payment equal to the Company
Bank’s cost of providing such coverage (which cost is to be
determined by reference to the “COBRA” premium
applicable to such coverage) reduced by an amount equal to the then
applicable employee contributions. You shall pay the Company
Bank the employee share for such coverage, as determined by the
Company Bank based on the cost of the coverage to be provided to
you, on an annual basis in advance, with the first such installment
payable on the Effective Date. Your eligibility for
“COBRA” continuation coverage under Section 4980B
of the Code
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