Exhibit 10.8
June 28, 2005
Glenn J. Kozeluh
424 Wesley Lane
Westmont, Illinois 60559
Dear Mr. Kozeluh:
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.
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, 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 2.
3.
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 shall
commence upon the Effective Date and the COBRA coverage period
shall run concurrently with and offset the one-year period under
this Section 3. In the event that the Effective Date
does not occur, you shall not be entitled to any benefit under this
Section 3.
4.
Termination of
the Prior Agreement; 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 Bank and you, effective as of May 1, 2004,
(the “Prior Agreement”) 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 Agreement. 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 employment with the Company Bank or any of its
subsidiaries prior to the Effective Time, and, prior to the
Effective Time, the Company Bank agrees not to terminate your
employment with the Company Bank or its subsidiaries without the
prior written consent of the Purchaser. You
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