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EXHIBIT 10.3
MAF BANCORP, INC.
SPECIAL TERMINATION AGREEMENT
This AGREEMENT
is made effective as of October 1, 2006 by and between MAF Bancorp,
Inc. (the “Holding Company”), a corporation organized
under the laws of the State of Delaware, with its office at 55th
& Holmes Avenue, Clarendon Hills, Illinois, and Edward A.
Karasek (the “Executive”). The term “Bank”
refers to Mid America Bank, fsb, the wholly-owned subsidiary of the
Company.
WHEREAS, the
Holding Company recognizes the substantial experience and abilities
of the Executive and the Holding Company wishes to protect his
position therewith for the period provided in this Agreement;
and
WHEREAS,
Executive has been elected to, and has agreed to serve in the
position of Senior Vice President-Operations/Information Systems
for the Holding Company, a position of substantial responsibility
which will require Executive to manage various operational
functions as well as the Information Systems department of the
Holding Company.
NOW, THEREFORE,
in consideration of the contribution and responsibilities of
Executive, and upon the other terms and conditions hereinafter
provided, the parties hereto agree as follows:
1. TERM OF AGREEMENT.
The term of
this Agreement shall be deemed to have commenced as of the date
first written above and shall continue through December 31, 2008.
At or near each anniversary date of the effective date as set forth
above, the board of directors of the Holding Company
(“Board”) may extend the Agreement an additional year.
The Board will review the Agreement and the Executive’s
performance annually for purposes of determining whether to extend
the Agreement, and the results thereof shall be included in the
minutes of the Board’s meeting. In the event the Executive
chooses not to renew the Agreement, the Executive shall provide the
Holding Company with written notice at least ten (10) days and not
more than twenty (20) days prior to such anniversary date. If
either the Holding Company or the Executive chooses not to renew
the Agreement for an additional period, the Agreement shall cease
at the end of its remaining term unless the Executive’s
employment is voluntarily or involuntarily terminated with the
Holding Company pursuant to Section 2 hereof.
2. PAYMENTS TO EXECUTIVE UPON CHANGE
IN CONTROL.
(a)
Upon the occurrence of a Change in Control of the Holding Company
(as herein defined) followed at any time during the term of this
Agreement by the voluntary or involuntary termination of
Executive’s employment, other than for Cause, as defined in
Section 2(c) hereof, the provisions of Section 3 shall apply. Upon
the occurrence of a Change in Control, Executive shall have the
right to elect to voluntarily terminate his employment at any time
during the term of this Agreement following any demotion, loss of
title, office or significant authority, reduction in his annual
compensation, or relocation of his principal place of employment by
more than 50 miles from its location immediately prior to the
Change in Control.
| (b) |
Definition of a
Change in Control. A “Change in Control” of the Bank or
the Holding Company shall mean a change in control of a nature
that: |
| (i) |
would be required to
be reported in response to Item 1.01 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 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 Bank or Holding Company
representing 20% or more of the Bank’s or Holding
Company’s outstanding securities, except for any securities
of the Bank owned by the Holding Company and any securities
purchased by the Bank’s employee stock ownership plan and
trust; or (b) individuals who constitute the Board of Directors of
the Holding Company 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 Holding
Company’s Nominating Committee, shall be, for purposes of
this clause (b), considered as though he were a member of the
Incumbent Board; or (c) merger, consolidation or sale of all or
substantially all the assets of the Bank or 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 the 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. |
However,
notwithstanding anything contained in this section to the contrary,
a Change in Control shall not be deemed to have occurred as a
result of an event described in (i), (ii) or (iii) (a), (c) or (e)
above which resulted from an acquisition or proposed acquisition of
stock of the Holding Company by a person, as defined in the
OTS’ Acquisition of Control Regulations (12 C.F.R. Section
574) (the “Control Regulations”), who was an executive
officer of the Holding Company on January 19, 1990 and who has
continued to serve as an executive officer of the Holding Company
as of the date of the event described in (i), (ii) or (iii) (a),
(c) or (e) above (an “incumbent officer”). In the event
a group of individuals acting in concert satisfies the definition
of “person” under the Control Regulations, the
requirements of the preceding sentence shall be satisfied, and thus
a change in control shall not be deemed to have occurred, if at
least one individual in the group is an incumbent
officer.
(c)
Executive shall not have the right to receive termination benefits
pursuant to Section 3 hereof upon Termination for Cause. The term
“Termination for Cause” shall mean termination upon
intentional failure to perform stated duties, personal dishonesty
which results in loss to the Holding Company or one of its
affiliates or willful violation of any law, rule, regulation or
final cease and desist order which results in substantial loss to
the Holding Company or one of its affiliates or any material breach
of this Agreement. For purposes of this Section, no act, or the
failure to act, on Executive’s part shall be
“willful” unless done, or omitted to be done, not in
good faith and without reasonable belief that the action or
omission was in the best interest of the Holding Company or its
affiliates. Notwithstanding the foregoing, Executive shall not be
deemed to have been terminated for Cause unless and until there
shall have been delivered to him a copy of a resolution duly
adopted by the affirmative vote of not less than three-fourths of
the members of the Board at a meeting of the Board called and held
for that purpose (after reasonable notice to Executive and an
opportunity for him, together with counsel, to be heard before the
Board), finding that in the good faith opinion of the Board,
Executive was guilty of conduct justifying termination for Cause
and specifying the particulars thereof in detail. The Executive
shall not have the right to receive compensation or other benefits
for any period after termination for Cause. Any stock options
granted to Executive under any stock option plan of the Bank, the
Holding Company or any subsidiary or affiliate thereof, shall
become null and void effective upon Executive’s receipt of
Notice of Termination for Cause, and shall not be exercisable by
Executive at any time subsequent to such Termination for
Cause.
3. TERMINATION
BENEFITS.
(a)
Upon the occurrence of a Change in Control, followed at any time
during the term of this Agreement by the voluntary or involuntary
termination of Executive’s employment, other than for
Termination for Cause, the Bank and 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 annual compensation paid to Executive for the three (3)
years immediately preceding Executive’s termination. For
purposes of th
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