Exhibit 10.2


 


June 28,
2005


 


Leo M. Flanagan, Jr.


c/o 
Brittain & Ketcham, et al.


85 Market Street


Elgin, IL 
60123


 


Dear Mr. Flanagan:


 


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.                                     2005 Change in Control Agreement
Payment.  Prior to December 23, 2005, the Company
Bank shall pay to you an amount equal to the amount set forth on Exhibit A
(the “2005 Change in Control Agreement Payment”).  For the avoidance of doubt, and
notwithstanding anything herein to the contrary, the 2005 Change in Control
Agreement Payment shall not be taken into account in computing any benefits
under any plan, program or arrangement of the Purchaser Bank, the Purchaser,
the Company Bank, the Company or their affiliates.


 


3.                                     2005 Supplemental Executive
Retirement Agreement Payment.  Prior to December 23, 2005, the Company
Bank shall pay to you: an amount equal to the amount set forth on Exhibit A
as the “2005 Supplemental Executive Retirement Agreement Payment.”  For the avoidance of doubt, and
notwithstanding anything herein to the contrary, the 2005 Supplemental
Executive Retirement Agreement Payment shall not be taken into account in
computing any benefits under any plan, program or arrangement of the Purchaser
Bank, the Purchaser, the Company Bank, the Company or their affiliates.


 





















 


4.                                     Executive Split Dollar Life
Insurance.


 


(a)                                Supplemental
Life/Split Dollar Plan.  Effective as of the date hereof,
the Company Bank’s Supplemental Life/Split Dollar Plan and each Split Dollar
Policy Endorsement thereunder (collectively, “SL/SD Plan”) is amended hereby to
provide that (a) the aggregate amount of death benefit proceeds which may
be paid to your beneficiaries shall not exceed the lesser of: (i) the
Three Times Base Salary Amount (defined to mean your current base salary as of
the date of this letter, multiplied by three (3), (ii) the sum of amounts
shown as the maximum dollar amount of each of the endorsements to which you are
a party (the “Maximum Dollar Amount”), or (iii) the amount by which the
aggregate death benefits payable under all Policies maintained under the Plan
for the purpose of insuring your life exceeds the aggregate cash value of such
Policies immediately prior to your death, 
and (b) the Plan may be amended or terminated following the
Effective Time, provided Purchaser maintains, or causes Purchaser Bank to
maintain, in full force and effect a life insurance policy or policies (which
need not be one or more Policies established under the SL/SD Plan) insuring
your life which provide an aggregate death benefit payable to your beneficiary
or beneficiaries equal to the lesser of the Three Times Base Salary Amount of
the Participant or the Maximum Dollar Amount.


 


5.                                     Termination of the Prior
Agreements; 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 and you, effective as of April 3, 1998, as amended as of February 15,
2005, and the Change in Control Agreement by and between the Company Bank and
you, effective as of April 3, 1998, (the “Prior Agreements”) 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 Agreements. 
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 or any of its subsidiaries prior to
the Effective Time, and, prior to the Effective Time, the Company agrees not to
terminate your employment with the Company 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, including the Company Bank Supplemental Executive Retirement
Agreement.


 


6.                                     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 Agreements, in no event shall the aggregate payments or
benefits to be made or afforded to you under this Agreement or otherwise (the “Payments”)


 


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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.


 


7.                                     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.


 


8.                                     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.


 


9.                                     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.


 


10.                               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 Agreements), 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.


 


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11.                               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.


 


12.                               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.


 


13.                               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.


 


14.                               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.


 


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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/ Leo M. Flanagan, Jr.

  	
   

  	
   

  
	
  Leo M. Flanagan, Jr.

  	
   

  
	
  Date: 
  June 28, 2005

  	
   

  
					



 





















 


EXHIBIT A


 


	
  2005 Change in Control Agreement Payment (Section 2):

  	
   

  	
  $

  	
  776,168

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2005 Supplemental Executive Retirement
  Agreement Payment (Section 3):

  	
   

  	
  $

  	
  336,328