EXHIBIT 10.32
FORM
OF EMPLOYMENT AGREEMENT, AS AMENDED, BETWEEN MAF BANCORP, INC.
AND ALLEN KORANDA, KENNETH KORANDA AND JERRY WEBERLING
The attached
Employment Agreement dated April 19, 1990, as amended, between
MAF Bancorp, Inc. and Allen Koranda is
substantially identical in all material
respects (except as otherwise noted below)
with the other contracts listed below
which are not being filed. By action of the
Board of Directors of MAF Bancorp,
Inc., the term of each of these agreements
has been extended to December 31,
2007.
Parties to
Employment Agreement:
MAF Bancorp,
Inc. and Kenneth Koranda(1)
MAF Bancorp,
Inc. and Jerry A. Weberling(1)
------------------
(1) Section 3(a) of
the Employment Agreements provide for minimum annual
salaries subject to annual review. Based on the recommendation of
the
Administrative/Compensation Committee, the Board of Directors has
set
annual salaries for 2005 of $421,000, $421,000 and $291,000 for
Messrs.
A. Koranda, K. Koranda and J. Weberling, respectfully.
<PAGE>
MAF BANCORP, INC.
EMPLOYMENT AGREEMENT
This AGREEMENT
is made effective as of April 19, 1990 by and between MAF
Bancorp, Inc. (the "Holding Company"), a
corporation organized under the laws of
the State of Delaware, with its principal
administrative office at 55th & Holmes
Streets, Clarendon Hills, Illinois, and
Allen H. Koranda ("Executive"). Any
reference to "Bank" herein shall mean Mid
America Federal Savings Bank or any
successor thereto.
WHEREAS,
the Holding Company wishes to assure itself of the services of
Executive for the period provided in this
Agreement; and
WHEREAS,
Executive is willing to serve in the employ of the Holding
Company on a full-time basis for said
period.
NOW,
THEREFORE, in consideration of the mutual convenants herein
contained, and upon the other terms and
conditions hereinafter provided, the
parties hereby agree as follows:
1. POSITION AND RESPONSIBILITIES.
During the
period of his employment hereunder, Executive agrees to serve
as Chairman of the Board of Directors and
Chief Executive Officer of the Holding
Company. During said period, Executive also
agrees to serve, if elected, as an
officer and director of any subsidiary or
affiliate of the Holding Company.
Failure to reelect Executive as Chief
Executive Officer or failure to nominate
Executive to the Board of Directors or
failure to elect the Executive as the
Chairman of the Board if elected as a
director, without the consent of the
Executive shall constitute a breach of this
Agreement.
2. TERMS AND DUTIES.
(a) The
period of Executive's employment under this Agreement shall be
deemed to have commenced as of the date
first above written and shall continue
for a period of sixty (60) full calendar
months thereafter. Commencing on the
third anniversary date of this Agreement,
and continuing at each anniversary
date thereafter, the Agreement shall
automatically renew for an additional year
such that the remaining term shall be three
(3) years unless written notice is
provided to Executive at least ten (10)
days and not more than twenty (20) days
prior to such anniversary date, that his
employment shall cease at the end of
twenty-four (24) months following the next
anniversary date.
(b) During
the period of his employment hereunder, except for periods of
absence occasioned by illness, reasonable
vacation periods, and reasonable
leaves of absence, Executive shall devote
substantially all his business time,
attention, skill, and efforts to the
faithful
<PAGE>
performance of his duties hereunder
including activities and services related to
the organization, operation and management
of the Holding Company; provided,
however, that with the approval of the
Board of Directors of the Holding Company
("Board"), as evidenced by a resolution of
such Board, from time to time,
Executive may serve, or continue to serve,
on the boards of directors of, and
hold any other offices or positions in,
companies or organizations, which, in
such Board's judgment, will not present any
conflict of interest with the
Holding Company, or materially affect the
performance of Executive's duties
pursuant to this Agreement. (c) In the
event that Executive's duties and
responsibilities with respect to the Bank
are temporarily or permanently
terminated pursuant to Sections 8 or 16 of
the Employment Agreement dated April
19, 1990, between Executive and the Bank
("Bank Agreement") and the course of
conduct upon which such termination is
based would not constitute grounds for
Termination for Cause under Section 8 of
this Agreement, then Executive shall
assume such duties and responsibilities
formerly performed at the Bank as part
of his duties and responsibilities as Chief
Executive Officer and Chairman of
the Board of Directors of the Holding
Company and receive the compensation
benefits provided hereunder by the Holding
Company. Nothing in this provision
shall be interpreted as restricting the
Holding Company's right to remove
Executive for Cause in accordance with
Section 8 of this Agreement.
3. COMPENSATION AND REIMBURSEMENT.
(a) The
compensation specified under this Agreement shall constitute
the
salary and benefits paid for the duties
described in Section 2(b). The Holding
Company shall pay Executive as compensation
a salary of not less than $239,000
per year ("Base Salary"). Such salary shall
be payable semi-monthly. During the
period of this Agreement, Executive's
salary shall be reviewed at least
annually; the first such review will be
made no later than December 31, 1990.
Such review shall be conducted by a
Committee designated by the Board, and such
Committee may increase said salary. In
addition to the salary provided in this
Section 3(a), the Holding Company shall
provide Executive at no cost to
Executive with all such other benefits as
are provided uniformly to permanent
full-time employees of the Holding Company
and the Bank.
(b) The
Holding Company will provide Executive with employee benefit
plans, arrangements and perquisites
substantially equivalent to those in which
Executive was participating or otherwise
deriving benefit from immediately prior
to the beginning of the term of this
Agreement, and the Holding Company will
not, without Executive's prior written
consent, make any changes in such plans,
arrangements or perquisites which would
adversely affect Executive's rights or
benefits thereunder. Without limiting the
generality of the foregoing provisions
of this Subsection (b), Executive will be
entitled to participate in or receive
benefits under any employee benefit plans
including retirement plans, pension
plans, profit-sharing plans, deferred
compensation plans, health-and- accident
plan, medical coverage or any other
employee benefit plan or arrangement made
available by the Holding Company in the
future to its senior executives and
management employees, subject to and on a
basis consistent with the terms,
conditions and overall administration of
such plans and arrangements. Executive
will be entitled to incentive compensation
and bonuses as provided in any plan
of the Holding Company in which Executive
is eligible to participate. Nothing
paid to the Executive under any such plan
or
<PAGE>
arrangement will be deemed to be in lieu of
other compensation to which the
Executive is entitled under this
Agreement.
(c) In
addition to the Base Salary provided for by paragraph (a) of
this
Section 3, the Holding Company shall pay or
reimburse Executive for all
reasonable travel and other reasonable
expenses incurred by Executive performing
his obligations under this Agreement and
may provide such additional
compensation in such form and such amounts
as the Board may from time to time
determine.
(d) In the
event that Executive assumes additional duties and
responsibilities pursuant to Section 2(c)
of this Agreement by reason of one of
the circumstances contained in Section 2(c)
of this Agreement, and the Executive
receives or will receive less than the full
amount of compensation and benefits
formerly entitled to him under the Bank
Agreement, the Holding Company shall
assume the obligation to provide Executive
with his compensation and benefits in
accordance with the Bank Agreement less any
compensation and benefits received
from the Bank, subject to the terms and
conditions of this Agreement, including
the Termination for Cause provisions in
Section 8.
4. PAYMENTS TO EXECUTIVE UPON TERMINATION
OF EMPLOYMENT.
The
provisions of this Section shall in all respects be subject to
the
terms and conditions stated in Sections 8
and 16.
(a) Upon
the occurrence of an Event of Termination (as herein defined)
during the Executive's term of employment
under this Agreement, the provisions
of this Section shall apply. As used in
this Agreement, an "Event of
Termination" shall mean and include any one
or more of the following:(i) the
termination by the Holding Company of
Executive's full-time employment hereunder
for any reason other than a Change in
Control, as defined in Section 5(a) hereof
or for Cause, as defined in Section 8
hereof; (ii) Executive's resignation from
the Holding Company's employ, upon any (A)
failure to elect or reelect Executive
as the Chief Executive Officer or failure
to nominate or renominate Executive to
the Board of Directors or failure to elect
or reelect Executive as Chairman of
the Board if elected as a director, (B)
material change in Executive's function,
duties, or responsibilities, which change
would cause Executive's position to
become one of lesser responsibility,
importance, or scope from the position and
attributes thereof described in Section 1,
above, (and any such material change
shall be deemed a continuing breach of this
Agreement), (C) liquidation,
dissolution, consolidation, or merger of
the Holding Company in which the
Holding Company is not the resulting entity
or transfer of all or substantially
all of the assets of Holding Company in
which the Holding Company is not the
resulting entity, or (D) breach of this
Agreement by the Holding Company. Upon
the occurrence of any event described in
clauses (A), (B), (C) or (D), above,
Executive shall have the right to elect to
terminate his employment under this
Agreement by resignation upon not less than
sixty (60) days prior written notice
given within a reasonable period of time
not to exceed, except in case of a
continuing breach, four calendar months
after the event giving rise to said
right to elect.
(b) Upon
the occurrence of an Event of Termination, the Holding Company
shall pay Executive, or, in the event of
his subsequent death, his beneficiary
or beneficiaries, or his estate,
<PAGE>
as the case may be, as severance pay or
liquidated damages, or both, a sum equal
to the greater of three (3) times the
average of the three (3) preceding years'
Base Salary paid to the Executive or the
salary payable to the Executive for the
remaining term of this Agreement; provided,
however, that if the Bank is not in
compliance with its minimum capital
requirements, such payments shall be
deferred until such time as the Bank is in
capital compliance. At the discretion
of the Executive, such payments shall be
made in a lump sum immediately upon the
occurrence of an Event of Termination,
subject only to the proviso above, or
paid monthly during thirty-six (36) months
following the Executive's
termination.
(c) Upon
the occurrence of an Event of Termination, the Holding Company
will cause to be continued life, health and
disability coverage substantially
identical to the coverage maintained by the
Holding Company for Executive prior
to his termination. Such coverage shall
cease upon the earlier of Executive's
employment by another employer or thirty
six (36) months.
(d) On an
annual basis on January 2, or if January 2 is not a regular
business day, then on the next such regular
business day, of each year,
Executive shall elect whether, in the event
amounts are payable under Section
4(b) hereof, such amounts shall be paid in
a lump sum or on a pro rata basis
pursuant to such section. Such election
shall be irrevocable for the year for
which such election is made.
5. CHANGE IN CONTROL
(a) No
benefit shall be payable under this Section 5 unless there
shall
have been a Change in Control of the
Holding Company, as set forth below. For
purposes of this Agreement, a "Change in
Control" of Holding Company shall mean
an event of a nature that: (i) would be
required to be reported in response to
Item 1 of the current report on Form 8-K,
as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the
"Exchange Act"); or (ii) results in a
Change in Control of the Bank or the
Holding Company within the meaning of the
Home Owners' Loan Act of 1933, as
amended, and the Rules and Regulations
promulgated by the Office of Thrift
Supervision (or its predecessor agency), as
in effect on the date hereof,
including Section 574 of such regulations;
or (iii) without limitation such a
Change in Control shall be deemed to have
occurred at such time as (a) any
"person" (as the term is used in Sections
13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of
securities or makes an offer to
purchase securities of the Holding Company
representing 20% or more of the
Holding Company's outstanding securities
ordinarily having the right to vote at
the election of directors except for
securities purchased by any employee stock
ownership plan and trust of the Bank; or
(b) individuals who constitute the
Board on the date hereof (the "Incumbent
Board") cease for any reason to
constitute at least a majority thereof,
provided that any person becoming a
director subsequent to the date hereof
whose election was approved by a vote of
at least three-quarters of the directors
comprising the Incumbent Board, or
whose nomination for election by the
Holding Company's shareholders was approved
by the same Nominating Committee serving
under an Incumbent Board, shall be, for
purposes of this clause (b), considered as
though he were a member of the
Incumbent Board; or (c) a merger,
consolidation or sale of all or substantially
all the assets of the Holding Company
occurs; or (d) a proxy statement shall be
distributed soliciting
<PAGE>
proxies from stockholders of the Holding
Company, by someone other than the
current management of the Holding Company,
seeking stockholder approval of a
plan of reorganization, merger or
consolidation of the Holding Company or Bank
with one or more corporations as a result
of which the outstanding shares of the
class of securities then subject to the
Plan are exchanged for or converted into
cash or property or securities not issued
by the Bank or Holding Company; or (e)
a tender offer is made for 20% or more of
the outstanding securities of the Bank
or Holding Company.
(b) If any
of the events described in Section 5(a) hereof constituting a
Change in Control have occurred or the
Board of the Holding Company has
determined that a Change in Control has
occurred, Executive shall be entitled to
the benefits provided in paragraphs (c),
(d), (e), (f) and (g) of this Section 5
upon his subsequent termination of
employment at any time during the term of
this Agreement (regardless of whether such
termination results from his
resignation or his dismissal), unless such
termination is because of his death,
disability or for cause. Upon the Change in
Control, Executive shall have the
right to elect to terminate his employment
with the Holding Company at any time
during the term of this Agreement.
(c) Upon
the occurrence of a Change in Control followed by the
Executive's
termination of employment, the Holding
Company shall pay Executive, or in the
event of his subsequent death, his
beneficiary or beneficiaries, or his estate,
as the case may be, as severance pay or
liquidated damages, or both, a sum equal
to three (3) times the average of the three
(3) preceding years' Base Salary
paid to the Executive. At the discretion of
the Executive, such payment may be
made in a lump sum immediately upon a
Change in Control and termination of
employment of Executive or paid monthly
during the thirty-six (36) months
following the Executive's termination.
(d) Upon
the occurrence of a Change in Control followed by the
Executive's
termination of employment, the Holding
Company will cause to be continued life,
health and disability coverage
substantially identical to the coverage
maintained by the Bank for the Executive
prior to his severance. Such coverage
shall cease upon the earlier of Executive's
employment by another employer or
thirty-six (36) months.
(e) Upon
the occurrence of a Change in Control, the Executive will have
such rights as specified in the Holding
Company's Incentive Stock Option Plan or
any other employee benefit plan with
respect to options and such other rights as
may have been granted to Executive under
such plans.
(f) Upon
the occurrence of a Change in Control, the Executive will be
entitled to the benefits under the Bank's
Management Recognition and Retention
Plans.
(g)
Notwithstanding the preceding paragraphs of this Section 5, in
the
event that:
(i) the aggregate payments or benefits
to be made or afforded to Executive
under said paragraphs (the "Termination Benefits") would be deemed
to
include
<PAGE>
an "excess parachute payment" under Section 280G of the Code or
any
successor thereto, and
(ii) if such
Termination Benefits were reduced to an amount (the
"Non-Triggering Amount"), the value of which is one dollar
($1.00)
less than an amount equal to three (3) times Executive's "base
amount", as determined in accordance with said Section 280G, and
the
Non-Triggering Amount would be greater than the aggregate value of
the
Termination Benefits (without such reduction) minus the amount of
tax
required to be paid by Executive thereon by Section 4999 of the
Code,
then the Termination Benefits shall be reduced to the
Non-Triggering
Amount. The allocation of the reduction required hereby among
the
Termination Benefits provided by the preceding paragraphs of
this
Section 5 shall be determined by the Executive. In the event
that
Executive receives the Non-Triggering Amount pursuant to this
paragraph (g) and it is subsequently determined by the Internal
Revenue Service or judicial authority that Executive is deemed to
have
received an amount in excess of the Non-Triggering Amount, the
Holding
Company shall pay to Executive an amount equal to the value of
the
payments or benefits in excess of the Non-Triggering Amount he is
so
deemed to have received.
(h) On an
annual basis on January 2, or if January 2 is not a regular
business day, then on the next such regular
business day, of each year,
Executive shall elect whether, in the event
amounts are payable under Section
5(c) hereof, such amounts shall be paid in
a lump sum or on a pro rata basis
pursuant to such section. Such election
shall be irrevocable for the year for
which such election is made.
6. TERMINATION FOR DISABILITY
(a) If, as a
result of Executive's incapacity due to physical or mental
illness, he shall have been absent from his
duties with the Holding Company on a
full-time basis for six (6) consecutive
months, and within thirty (30) days
after written notice of potential
termination is given he shall not have
returned to the full-time performance of
his duties, the Holding Company may
terminate Executive's employment for
"Disability."
(b) The
Holding Company will pay Executive, as disability pay, a
monthly
payment equal to the greater amount of
three-quarters (3/4) of Executive's
monthly rate of Base Salary on the
effective date of such termination or
$14,937.50. These disability payments shall
commence
<PAGE>
on the effective date of Executive's
termination and will end on the earlier of
(i) the date Executive returns to the
full-time employment of the Holding
Company in the same capacity as he was
employed prior to his termination for
Disability and pursuant to an employment
agreement between Executive and the
Holding Company; (ii) Executive's full-time
employment by another employer;
(iii) Executive attaining the normal age of
retirement; or (iv) Executive's
death. Notwithstanding any other prov
