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FORM OF EMPLOYMENT AGREEMENT, AS AMENDED, BETWEEN MAF BANCORP, INC. AND ALLEN KORANDA, KENNETH KORANDA AND JERRY WEBERLING

Employment Agreement

FORM OF EMPLOYMENT AGREEMENT, AS AMENDED, BETWEEN MAF BANCORP, INC. AND ALLEN KORANDA, KENNETH KORANDA AND JERRY WEBERLING | Document Parties: MAF BANCORP INC | ALLEN KORANDA | KENNETH KORANDA  | JERRY WEBERLING You are currently viewing:
This Employment Agreement involves

MAF BANCORP INC | ALLEN KORANDA | KENNETH KORANDA | JERRY WEBERLING

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Title: FORM OF EMPLOYMENT AGREEMENT, AS AMENDED, BETWEEN MAF BANCORP, INC. AND ALLEN KORANDA, KENNETH KORANDA AND JERRY WEBERLING
Governing Law: Delaware     Date: 3/15/2006
Industry: SandLs/Savings Banks     Sector: Financial

FORM OF EMPLOYMENT AGREEMENT, AS AMENDED, BETWEEN MAF BANCORP, INC. AND ALLEN KORANDA, KENNETH KORANDA AND JERRY WEBERLING, Parties: maf bancorp inc , allen koranda , kenneth koranda  , jerry weberling
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EXHIBIT 10.29

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. Pursuant to the terms of each of these agreements, the Board of Directors of MAF Bancorp, Inc., annually extends the term of each of these agreements for one year so that the remaining term is three years.

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 Messrs. A. Koranda, K. Koranda and J. Weberling, as described in the annual proxy statement of MAF Bancorp, Inc.

 

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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 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

 

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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 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.

 

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(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, 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.

 

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(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 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

 

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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 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

 

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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 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 Comp


 
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