Exhibit 10.9
June 28, 2005
Stephen P. DuBois
6832 107 th
Avenue
Kenosha, Wisconsin
53142
Dear Mr. DuBois:
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.
Executive
Split Dollar Life Insurance.
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.
4.
Agreement to
Remain Employed Through Effective Time . 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 hereby represent
and warrant that, but for the benefit plans and agreements of or
with the Company or the Company Bank that are specifically referred
to herein, any tax-qualified pension plans or insured welfare
benefit plans of the Company Bank and your rights in respect of
outstanding stock options and restricted stock in respect of
Company common stock under th
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