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)
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(1)
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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