Exhibit 10.8


 


June 28,
2005


 


Glenn J. Kozeluh


424 Wesley Lane


Westmont, Illinois 60559


 


Dear Mr.  Kozeluh:


 


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.                                     Payment on the Effective Date.   On the
Effective Date, the Company Bank shall pay you a lump sum payment in cash in
the amount set forth on Exhibit A (the “Effective Date Payment”).  For the avoidance of doubt, and
notwithstanding anything herein to the contrary, the Effective Date Payment
shall not be taken into account in computing any benefits under any plan,
program or arrangement of the Purchaser Bank, Purchaser, the Company Bank, the
Company or their affiliates.  In the
event that the Effective Date does not occur, you shall not be entitled to any
payment under this Section 2.


 


3.                                     Medical Continuation.  For the one year-period following the Effective Date, the Company will continue,
or will cause the Company Bank to continue, to provide you with access to
medical and dental coverage under its group plan as in effect from time to time
with respect to similarly situated executives of the Company, including any
cost sharing or contributions required to be made by you, provided, that, to
the extent that the Company is unable to provide, or to cause the Company Bank
to provide, you with (or ceases to be able to provide you with) such
continuation coverage under the terms of its insurance policies as in effect
from time to time, the Company Bank shall pay to you a cash payment equal to
the Company Bank’s cost of providing such coverage (which cost is to be
determined by reference to the “COBRA” premium


 





















 


applicable
to such coverage) reduced by an amount equal to the then applicable employee
contributions.  You shall pay the Company
Bank the employee share for such coverage, as determined by the Company Bank
based on the cost of the coverage to be provided to you, on an annual basis in
advance, with the first such installment payable on the Effective Date.  Your eligibility for “COBRA” continuation
coverage under Section 4980B of the Code shall commence upon the Effective
Date and the COBRA coverage period shall run concurrently with and offset the
one-year period under this Section 3. 
In the event that the Effective Date does not occur, you shall not be
entitled to any benefit under this Section 3.


 


4.                                     Termination of the Prior
Agreement; Agreement to Remain Employed Through Effective Time.  You
hereby agree that, in consideration for entering into this Agreement, effective
as of the date hereof, the Change in Control Agreement by and between the
Company Bank and you, effective as of May 1, 2004, (the “Prior Agreement”)
shall be null and void and no person or entity shall be obligated to pay to you
or any person any amounts in respect of the Prior Agreement.  Further, 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 the Company’s stock compensation plans, you are
not entitled to or eligible for any other payments or benefits under any plans,
agreements or arrangements of or with the Company or the Company Bank and
hereby waive any rights with respect thereto.


 


5.                                     Withholding and Reduction.  The
Company or Company Bank will withhold and deposit all federal, state and local
income and employment taxes that are owed with respect to all amounts paid or
benefits provided to or for you by the Company or any affiliate pursuant to
this Agreement.  You, the Company and the
Company Bank agree that none of the payments and benefits payable or provided
to you or for your benefit under this Agreement or otherwise in connection with
the Merger are expected to constitute an “excess parachute payment” within the
meaning of Section 280G of the Code. 
However, notwithstanding anything to the contrary contained in this
Agreement or the Prior Agreement, in no event shall the aggregate payments or
benefits to be made or afforded to you under this Agreement or otherwise (the “Payments”)
constitute an “excess parachute payment” under Section 280G of the Code
and in order to avoid such a result the Payments will be reduced, if necessary,
to an amount such that when aggregated with all other payments, benefits or
distributions in the nature of compensation to or for your benefit, whether
paid, payable or provided pursuant to this Agreement or otherwise (the “Aggregate
Payments”), the value of such Aggregate Payments shall be equal to three (3) times
your “base amount,” as determined in accordance with Section 280G of the
Code, less $5,000.00.  You hereby agree
to report any amounts paid or benefits provided under this Agreement for
purposes of Federal, state and local income, employment and excise taxes in a
manner consistent with the manner in which the Company or Company Bank reports
any such amounts or benefits for purposes of Federal, state and local income,
employment and excise taxes.


 





















 


6.                                     Successors.  This
Agreement is personal to you and without the prior written consent of the
Company shall not be assignable by you otherwise than by will or the laws of
descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by your legal
representatives.  This Agreement shall
inure to the benefit of and be binding upon the Company, the Company Bank and
their successors and assigns.  From and
after the Effective Date, the “Company” shall mean the “Purchaser,” and “Company
Bank” shall mean “Purchaser Bank,” except to the extent the context indicates
otherwise.


 


7.                                     Waiver.  Failure
of the Company to demand strict compliance with any of the terms, covenants or
conditions of this Agreement shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any such term,
covenant or condition on any occasion or multiple occasions be deemed a waiver
or relinquishment of such term, covenant or condition.


 


8.                                     Governing Law and Jurisdiction. The Agreement is governed by and construed under
the laws of the State of Illinois, without regard to conflict of laws
rules.  You, the Company and the Company
Bank (a) hereby consent to submit to the exclusive personal jurisdiction
of any Federal court located in the State of Illinois or any court of the State
of Illinois in the event any dispute arises out of this Agreement or any of the
transactions contemplated by this Agreement, and (b) hereby waive any
right to challenge jurisdiction or venue in such courts with regard to any
suit, action, or proceeding under or in connection with the Agreement.  Each party to this Agreement also hereby
waives any right to trial by jury in connection with any suit, action, or
proceeding under or in connection with this Agreement.


 


9.                                     Entire and Final Agreement.  This
Agreement shall supersede any and all prior oral or written representations,
understandings and agreements of the parties with respect to their employment
relationship (including, but not limited to all correspondence, memoranda and
term sheets and the Prior Agreement), and it contains the entire agreement of
the parties with respect to those matters. 
No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not set forth expressly in this Agreement. 
Once signed by the parties hereto, no provision of this Agreement may be
modified or amended unless agreed to in writing, signed by you and a duly
authorized officer of the Company and the Company Bank and subject to the prior
written consent of the Purchaser.


 


10.                               Assignment.  Neither
this Agreement nor any of the rights, obligations or interests arising
hereunder may be assigned by you. 
Neither this Agreement nor any of the rights, obligations or interests
arising hereunder may be assigned by the Company or the Company Bank without
your prior written consent, to a person or entity other than an affiliate or
parent entity of the Company or the Company Bank or its successors or assigns; provided, however,
that, in the event of the merger, consolidation, transfer, or sale of all or
substantially all of the assets of the Company or the Company Bank with or to
any other individual or entity, this Agreement shall, subject to the provisions
hereof, be binding upon and inure to the benefit of such successor and such
successor shall discharge and perform all the promises, covenants, duties, and
obligations of the Company and the Company Bank hereunder.


 





















 


11.                               Section Headings.  The section headings
contained in this Agreement are inserted for purposes of convenience only and
shall not affect the meaning or interpretation of this Agreement.


 


12.                               Notices.  All
notices required by this Agreement shall be sent in writing and delivered by
one party to the other by overnight express mail to the following persons and
addresses:


 


	
  If to the Company and Company Bank:

  	
  1695 Larkin Avenue

  
	
   

  	
  Elgin, Illinois 60123

  



 


If to you:                                                                                               At
the most recent address on file at the Company.


 


13.                               Execution in Counterparts.  This
Agreement may be executed by the parties hereto in counterparts, and each of
which shall be considered an original for all purposes.


 





















 


If the foregoing is satisfactory, please so indicate
by signing and returning to the Company and the enclosed copy of this letter
whereupon this will constitute our agreement on the subject.


 


 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barrett
  J. O’Connor

  	
   

  
	
   

  	
  Date:  June 28, 2005

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barrett
  J. O’Connor

  	
   

  
	
   

  	
  Date:  June 28, 2005

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED TO:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Glenn J. Kozeluh

  	
   

  	
   

  
	
  Glenn J. Kozeluh

  	
   

  
	
  Date: 
  June 28, 2005

  	
   

  
					



 





















 


EXHIBIT A


 


	
  Effective Date Payment (Section 2)

  	
   

  	
  $

  	
  131,349