**Exhibit 10.30**

**BANKFINANCIAL, F.S.B.**

**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

**THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT** (this “**Agreement**”) is made effective as of May 6, 2008 (the“**Effective Date**”), by and between **BankFinancial, F.S.B.** (the “**Bank**”), a federally chartered stock savings bank having its principal office at 21110 South Western Avenue, Olympia Fields, Illinois, and **GreggT. Adams**(“**Executive**”). 

**WHEREAS**, the Bank and the Executive have previously entered into anEmployment Agreement dated March 21, 2003 (the “**Initial Agreement**”); 

**WHEREAS**, the Board ofDirectors of the Bank (the “**Board**”) considers the continued availability of Executive’s services to be important to the successful management and conduct of the Bank’s business, and wishes to assure the continuedavailability of Executive’s full-time services to the Bank as provided in this Agreement; and 

**WHEREAS**, Executiveis willing to continue to serve in the employ of the Bank on a full-time basis on the terms and conditions set forth herein. 

**NOW**,**THEREFORE**, in consideration of the mutual covenants herein contained, and upon the other terms and conditionshereinafter provided, the parties hereby agree as follows: 

 

**(a) Position**. During the period of employment established by Section 2(a) of this Agreement (the “**EmploymentPeriod**”), Executive agrees to serve, if appointed to serve, as the Executive Vice President of the Marketing & Sales Division of the Bank. 

**(b) Duties and Responsibilities**. Executive shall have and exercise the duties, responsibilities, privileges, powers andauthority commensurate with such position as the Board or the Chief Executive Officer, or any person designated by him, has assigned and may hereafter assign to Executive. 

**(c) Faithful Performance**. Except for periods of paid time off taken in accordance with Section 3(f) hereof orfollowing a Disability Determination made in accordance with Section 4(b) hereof, or for services performed for the Bank’s Affiliates (as defined below) Executive shall devote substantially all of his business time, attention, skill andefforts during the Employment Period to the faithful performance of his duties hereunder, and shall not engage in any business or activity that interferes with the performance of such duties or conflicts with the business, affairs or interests ofthe Bank or BankFinancial Corporation (“**BFC**”); provided that, notwithstanding the foregoing, Executive may hold directorships, offices or other positions in one or more other organizations to the extent permitted by the Bank’sProfessional Responsibility Policy, as amended from time to time, or as otherwise approved by the Board or the Chairman and Chief Executive Officer. 

**(d) Performance Standards**. During the Employment Period, Executive shall perform his duties in accordance with the policiesand procedures of the Bank, as amended from 

time to time, such reasonable performance standards as the Board or the Chief Executive Officer of the Bank has established or may hereafter establish in the exercise of good faith businessjudgment, including those set forth in the Bank’s Personnel Manual, as amended from time to time, and such Business Plans as the Board or the Chief Executive Officer of the Bank has established or may hereafter establish in the exercise of goodfaith business judgment. 

 
**2.****TERM OF EMPLOYMENT.**
**(a) Term**. The Employment Period shall commence on the Effective Date and shall thereafter continue for a period oftwenty-four (24) months unless extended as provided herein. On or before each anniversary of the Effective Date during the Employment Period (each an “**Anniversary Date**”), the Board, subject to the review process set forth inSection 2(b) hereof, may extend the Employment Period for an additional one (1) year so that the remaining term of the Employment Period shall be twenty-four (24) months. All references herein to the Employment Period shall mean, forall purposes of this Agreement, Executive’s Employment Period as initially established by, and as may subsequently be extended pursuant to, this Section 2(a). 

**(b) Annual Review**. The Board or the Board’s Human Resources Committee (the “**Human ResourcesCommittee**”) shall review this Agreement and the compensation arrangements provided for herein at least annually on, before or within a reasonable time (not to exceed forty-five (45) days) after each Anniversary Date. As part of eachannual review, the Board or the Human Resources Committee shall determine whether or not to increase Executive’s Base Salary as provided in Section 3(a) hereof and to extend the Employment Period for an additional one (1) year asprovided in Section 2(a) hereof. The rationale and results of such review, and the justification for any such increase or extension, shall be documented in the minutes of the meeting at which the Board or the Human Resources Committee conductedsuch review, or in any written performance reviews referenced in such minutes. The Board, the Human Resources Committee or a person designated by either of them shall notify Executive in writing as soon as practicable, and not later than forty-five(45) days, after each applicable Anniversary Date, of the results of such review, including its decision whether or not to increase Executive’s Base Salary and to extend the Employment Period. A decision by or the failure of the Board orthe Human Resources Committee to increase Executive’s Base Salary and/or to extend the Employment Period shall not constitute a breach of this Agreement or a “Good Reason” under Section 5(b) hereof. All decisions and actions ofthe Human Resources Committee pursuant to this Section 2(b) shall be subject to ratification by the Board only to the extent, if any, that ratification may be required by applicable laws and regulations. 

 
**3.****COMPENSATION AND OTHER BENEFITS.**
**(a) Base Salary**. During the Employment Period, the Bank shall pay Executive the annual base salary that is reflected in thepayroll records of the Bank on the Effective Date (“**Base Salary**”), subject to any discretionary increases that the Board may hereafter elect to make pursuant to this Section 3(a). Executive’s Base Salary shall be payablein accordance with the regular payroll practices of the Bank. The Board or the Human Resources Committee may increase Executive’s Base Salary at any time, but shall not reduce Executive’s Base Salary during the Employment Period withoutthe Executive’s express prior written consent. All 

 

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references herein to Base Salary shall mean, for all purposes of this Agreement, Executive’s Base Salary as initially established in, and as may subsequently be increased pursuant to, thisSection 3(a). 

**(b) Bonuses; Incentive Compensation**. In addition to Executive’s Base Salary, Executiveshall be entitled to any cash or equity-based incentive compensation and bonuses to the extent earned pursuant to any plan or arrangement of the Bank or BFC in which Executive is eligible to participate during the Employment Period, or to such otherextent as the Board or its Human Resources Committee may determine in its discretion to award to Executive. 

**(c) OtherCompensation**. The Bank may provide such additional compensation to Executive in such form and in such amounts as may be approved by the Board or the Human Resources Committee in its sole discretion. 

**(d) Special Allowances**. The Bank shall provide Executive with either the use of an automobile or an automobile allowanceand either the use of a cellular telephone or a cellular telephone allowance during the Employment Period in accordance with the standard policies and practices of the Bank and consistent with that provided to Executive as of the Effective Date;provided that the allowance for a given year must be paid to the Executive not later than 2.5 months after the end of such year. 

**(e) Reimbursement of Expenses**. The Bank shall pay or reimburse Executive in accordance with the standard policies andpractices of the Bank for all reasonable expenses incurred by Executive during the Employment Period in connection with his employment hereunder or the business of the Bank; provided that such payment or reimbursement must occur not later than 2.5months after the end of the year in which such expense was incurred. 

**(f) Paid Time Off**. Executive shall beentitled to receive not less than 176 hours of paid time off (“**PTO**”) per calendar year during the Employment Period in accordance with the PTO policies of the Bank as then applicable to senior executive officers of the Bank.Executive shall also be entitled to take time off during all legal holidays approved by the Board for Bank employees generally. Executive shall receive his Base Salary and the other amounts and benefits provided for in Section 3 hereof duringall PTO periods and legal holidays. Except as permitted by the PTO policies of the Bank, Executive shall not be entitled to receive any additional compensation for his failure to take PTO or accumulate unused PTO from one year to the next.

**(g) Other Benefits**. The Bank shall provide Executive with all other benefits that are now or hereafter provideduniformly to non-probationary full-time employees of the Bank during the Employment Period, including, without limitation, benefits under any Section 125 Cafeteria Plan, any group medical, dental, vision, disability and life insurance plansthat are now or hereafter maintained by the Bank (collectively, the “**Core Plans**”), and under any 401(k) plan (“**401(k) Plan**”) and Employee Stock Ownership Plan (“**ESOP**”) that is now or hereaftersponsored by the Bank, in each case subject to the Bank’s policies concerning employee payments and contributions under such plans. The Bank shall not make any changes to any Core Plan that would materially and adversely affect Executive’srights or benefits under such plan unless such changes are made applicable to all non-probationary full-time employees of the Bank on a non-discriminatory basis. Nothing paid to Executive under any Core Plan or any 401(k) Plan or ESOP shall bedeemed to be in lieu of any other compensation that Executive is entitled to receive under this Agreement. 

 

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**(h) Disability Insurance**. During the Employment Period, the Bank may provideExecutive with a disability insurance policy with coverage sufficient to provide Executive with annual disability insurance payments in an amount up to sixty percent (60%) of Executive’s Base Salary for a period at least equal to the thenremaining term of the Employment Period (the “**Disability Policy**”) in the event that Executive’s employment is terminated by reason of a Disability Determination (as defined below). If a Disability Policy is so provided,Executive shall be responsible for the payment of all premiums on the Disability Policy and shall cooperate with the Bank in all respects as necessary or appropriate to enable the Bank to procure the Disability Policy, and the Bank shall provideExecutive with an annual allowance in an amount sufficient, on an after-tax basis, to equal the annual premiums for the Disability Policy; provided that the allowance for a given year must be paid to the Executive not later than 2.5 months after theend of the year in which such premiums are paid. 

**(i) Disability Insurance Adjustment**. If Executive receivesdisability benefits under the Disability Policy or any Core Plan or receives federal Social Security disability benefits (collectively, “**Disability Payments**”), the Bank’s obligation under Section 3(a) and 6(b) hereof topay Executive his Base Salary shall be reduced, as of the date the Disability Payments are first received by Executive, to an amount equal to the difference between Executive’s Base Salary and the Disability Payments that Executive receivedduring each applicable payroll period. The Executive shall make reasonable good faith efforts to notify the Bank of the receipt of Disability Payments. 

 
**4.****TERMINATION BY THE BANK.**
**(a) Termination For Cause**. The Board may terminate Executive’s employment with the Bank “For Cause” at anytime during the Employment Period, subject to the requirements set forth in this Section 4(a) and in Section 7 of this Agreement. A termination “**For Cause**” shall mean the Bank’s termination of Executive’sfull-time employment hereunder because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule orregulation (other than traffic violations or similar offenses), or final cease-and-desist order, a repeated and material failure to achieve minimum objectives under a Business Plan established in accordance with Section 1(d) of this Agreement,a repeated and material failure of Executive to meet reasonable performance standards established in accordance with Section 1(d) of this Agreement, or a material breach of any provision of this Agreement. Notwithstanding the foregoing,Executive shall not be deemed to have been terminated For Cause unless and until (i) there shall have been delivered to Executive a written notice of the Board’s intention to terminate Executive’s employment For Cause, specifying thealleged grounds for such termination; (ii) if the alleged grounds for such termination are a material breach of this Agreement, a repeated and material failure to achieve minimum objectives under a Business Plan established in accordance withSection 1(d) of this Agreement, or a repeated and material failure of Executive to meet reasonable performance standards established in accordance with Section 1(d) of this Agreement, providing Executive with a reasonable opportunity tocure, if curable, any conduct or acts alleged to be such; (iii) following 

 

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delivery of such written notice, Executive (together with any counsel selected by him) shall have been given a reasonable opportunity to present to the Board, at a meeting called and held for orincluding that purpose, Executive’s position regarding any dispute that exists regarding the alleged grounds for termination For Cause; and (iv) the Board shall adopt a resolution by the affirmative vote of not less than a majority of itsmembers, finding in good faith and on the basis of reasonable evidence that Executive was guilty of conduct justifying a termination For Cause. The Notice of Termination (as defined in Section 7 below) issued in connection with the terminationof Executive’s employment For Cause shall be accompanied by a copy of such resolution. Should a dispute arise concerning the Executive’s termination For Cause, any review of the For Cause termination in any judicial or arbitrationproceeding will be limited to a determination of whether the Board acted in good faith and on the basis of reasonable evidence. 

**(b) Termination for Disability**. Upon a determination (a “**Disability Determination**”) of Disability (asdefined below), the Board, in its discretion, may terminate Executive’s employment with the Bank at any time from and after the date of such Disability Determination. Following a Disability Determination, the Board may, in lieu of terminatingExecutive’s employment by reason of the Disability Determination, appoint one or more other persons to serve as Acting Executive Vice President of the Marketing & Sales Division of the Bank to fulfill, on a temporary basis, the dutiesand responsibilities of Executive. Any such temporary appointment shall be without prejudice to the Board’s right to thereafter terminate Executive’s employment based on a Disability Determination made pursuant to this Section 4(b) oras otherwise provided herein. The term “**Disability**” shall mean that (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can beexpected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected toresult in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of theBank. 

**(c) Termination Without Cause**. The Board, in its discretion, may terminate Executive’s employmentwith the Bank “Without Cause” at any time, subject to the notification requirements set forth in Section 7 hereof. A termination “**Without Cause**” shall mean the Board’s termination of Executive’s employmentfor any reason other than a termination For Cause or a termination based on a Disability Determination or death. 

**(d)Termination under Code Section 409A**. Any termination described in this Section 4 will only be deemed to have occurred if such termination constitutes a “separation from service” as defined under Section 409A ofthe Internal Revenue Code of 1986, as amended, or any successor thereto (the “**Code**”). 

 
**5.****TERMINATION BY EXECUTIVE OR BY REASON OF DEATH.**
**(a) Termination By Resignation**. Executive may, in his discretion, terminate his employment with the Bank “ByResignation” at any time during the Employment Period, subject to the notification requirements set forth in Section 7 hereof. A termination “**By Resignation**” shall mean Executive’s termination of his employment forany reason other than a “Good Reason” as such term is defined in Section 5(b) hereof. 

 

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**(b) Termination For Good Reason**. Executive may terminate Executive’semployment with the Bank for “Good Reason,” subject to the requirements set forth in this Section 5(b) and the notification requirements set forth in Section 7 hereof. A termination for “**Good Reason**” shall meanExecutive’s resignation from the Bank’s employ during the Employment Period based upon any of the following reasons, but only if taken or occurring during the Employment Period without Executive’s consent: (i) a decision by theBoard not to elect or re-elect or to appoint or re-appoint Executive as the Executive Vice President of the Marketing & Sales Division of the Bank; (ii) the Board’s relocation of Executive’s principal place of employment to aplace other than Burr Ridge, Illinois that is located more than twenty-five (25) miles from the site of the primary office that the Bank currently provides to Executive; (iii) a reduction in Executive’s Base Salary; (iv) aliquidation or dissolution of the Bank; and (v) a material uncured breach of this Agreement by the Bank. Executive shall have the right to elect to terminate his employment for Good Reason only by giving the Chairman and Chief Executive Officerof the Bank a Notice of Termination (as defined below) within sixty (60) days after the act, omission or event giving rise to said right to elect. Notwithstanding the foregoing, Executive shall not have a right to elect to terminate hisemployment (i) based on the events set forth in this Section 5(b) solely on the basis of the Board’s appointment of an Acting Executive Vice President of the Marketing & Sales Division of the Bank following a DisabilityDetermination made in accordance with Section 4(b) of this Agreement, or (ii) if the Bank fully rescinds or cures, within ten (10) days after its receipt of Executive’s Notice of Termination, the act, omission or event givingrise to Executive’s right to elect to terminate his employment for Good Reason. 

**(c) Termination UponDeath**. Executive’s employment with the Bank shall terminate immediately upon Executive’s death, without regard to the notification requirements set forth in Section 7 hereof. 

**(d) Termination under Code Section 409A**. Any termination described in this Section 5 will only be deemed to haveoccurred if such termination constitutes a “separation from service” as defined under Code Section 409A. 

 
**6.****FINANCIAL CONSEQUENCES OF TERMINATION.**
**(a) Termination For Cause**. In the event that Executive’s employment is terminated For Cause during the EmploymentPeriod, the Bank shall pay Executive the unpaid balance of Executive’s Base Salary through the effective date of the termination of Executive’s employment (“**Earned Salary**”), but Executive shall receive no bonus orincentive compensation for the current year (all such amounts shall remain unearned and unvested), and shall receive no compensation or other benefits (including the compensation and benefits set forth in Section 3(a) through Section 3(i)and Section 6 hereof) for any period after the effective date of the termination of Executive’s employment; *provided, however*, that any rights of Executive under any applicable state and federal laws, including ERISA and COBRA, andany rights of Executive that have vested, whether by application of any state or federal law, the provisions of any contract, employee benefits plan or otherwise, shall not be terminated or prejudiced by a termination For Cause. UponExecutive’s death, any payments due under this Section 6(a) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law. 

 

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**(b) Termination for Disability**. In the event that Executive’s employmentis terminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the cash incentive compensation, if any, that theBoard determines in its sole and absolute discretion that Executive is to receive during the current year based on Executive’s demonstrable achievement of the objectives set forth in Executive’s incentive compensation program for thecurrent year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“**Prorated Incentive Compensation**”); (iii) make, for the benefit ofExecutive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’semployment (“**Accrued Plan Contribution**”); (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary that Executive would have been paid pursuant toSection 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination; (v) provide Executive(and upon his death his surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and his surviving spouse and minor children, if any) would have been provided pursuant to Section 3(g) hereof fromthe effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (subject to payment of the costs and contributions thatsuch plans provide are the responsibility of the insured employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(i), beginning onthe date of the expiration of the health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of thisSection 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the datethe Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. 

**(c) Termination Without Cause**. In the event that Executive’s employment is terminated Without Cause during theEmployment Period, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued PlanContribution (as defined above); (iv) pay Executive the Base Salary that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired ifExecutive’s employment had not been sooner terminated Without Cause; (v) provide Executive (and upon his death his surviving spouse and minor children, if any) with coverage under the Core Plans that Executive would have been providedpursuant to Section 3(g) from the effective date of the termination of Executive’s employment through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated Without Cause (subject topayment of the costs and contributions that such plans provide are the responsibility of the insured employee); and 

 

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(vi) provide Executive (and his spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(i) beginning on the expiration date of thehealth insurance coverage provided under the Core Plans pursuant to Section 6(c)(v) (subject to the payment of the costs specified therein). Amounts payable under Subsections (ii) and (iv) of this Section 6(c) shall be paid inequal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the date the Employment Period would haveexpired if Executive’s employment had not been sooner terminated Without Cause; *provided, however*, to the extent any portion of the applicable payment amount under this subsection 6(c) exceeds the “safe harbor” amount describedin Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), the Executive shall receive such portion of the applicable payment that exceeds the “safe harbor” amount in a single lump sum payment payable within five (5) days after theExecutive’s termination. 

**(d) Termination By Resignation**. In the event that Executive’s full-timeemployment is terminated By Resignation during the Employment Period, the Bank shall pay Executive his Earned Salary (as defined above), but Executive shall receive no compensation or other benefits (including the compensation and benefits set forthin Section 3(a) through Section 3(j) hereof) for any period after the effective date of the termination of Executive’s employment; *provided, however*, that any rights of Executive under any applicable state and federal laws,including ERISA and COBRA, and any rights of Executive that have vested, whether by application of any applicable state or federal law, the provisions of any contract, employee benefits plan or otherwise, shall not be terminated or prejudiced by atermination By Resignation. 

**(e) Termination for Good Reason**. In the event that Executive’s employment isterminated by Executive for Good Reason during the Employment Period, the Bank shall pay Executive the same amounts that Executive would have been paid pursuant to Sections 6(c)(i), (ii), (iii) and (iv), and shall provide Executive (and uponhis death his surviving spouse and minor children, if any) with the same coverages under the Core Plans coverage that Executive (and his spouse and minor children, if any) would have been provided pursuant to 6(c)(v) (subject to the payment of thecosts and contributions that such plans provide are the responsibility of the insured employee) and the same health insurance continuation benefits that Executive (and his spouse and minor children, if any) would have been provided pursuantSection 6(c)(vi) (subject to the payment of the costs specified therein) if Executive’s employment had been terminated by the Bank Without Cause on the effective date of the termination of Executive’s employment. Amounts payable underthis Section 6(e) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after thedate the Employment Period would have expired if Executive’s employment had not been sooner terminated for Good Reason; *provided, however*, to the extent any portion of the applicable payment amount under this subsection 6(e) exceeds the“safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), the Executive shall receive such portion of the applicable payment that exceeds the “safe harbor” amount in a single lump sum paymentpayable within five (5) days after the Executive’s termination. 

**(f) Termination Upon Death**. In theevent Executive’s employment with the Bank is terminated during the Employment Period by reason of Executive’s death, the Bank shall pay 

 

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Executive’s estate or trust, as applicable, the same amounts Executive would have been paid pursuant to Sections 6(b)(i), (ii), (iii) and (iv), and shall provide his surviving spouseand minor children, if any, with the same coverages under the Core Plans that they would have been provided pursuant to Section 6(b)(v) (subject to the payment of the costs and contributions that such plans provide are the responsibility of theinsured employee) and the same health insurance continuation coverages they would have been provided pursuant to Section 6(b)(vi) (subject to the payment of the costs specified therein) if Executive’s employment had been terminated by theBank based on a Disability Determination on the date of Executive’s death. Amounts payable under this Section 6(f) shall be paid in a single lump sum on the Bank’s second regular payroll date after the date of Executive’s death.

**(g) Capital Limitations**. Notwithstanding any other provisions of this Agreement and to the extent permittedunder Code Section 409A: (i) in the event the Bank is not in compliance with its minimum capital requirements as established by applicable federal laws and regulations at the time any payment becomes due to Executive pursuant toSection 6 hereof, the Bank shall be entitled to defer such payment until such time as the Bank is in compliance with such minimum capital requirements; and (ii) if the Bank is in compliance with such minimum capital requirements at thetime any such payment becomes due, but the making of any such payment would cause the Bank’s capital to fall below such minimum capital requirements, the Bank shall be entitled to reduce the amount of such payment as necessary to enable theBank to remain in compliance with such minimum capital requirements, subject to the Bank’s obligation to pay the amount of any such reductions (or any portion thereof) as soon as such amount can be paid without causing the Bank’s capitalto fall below such minimum capital requirements. 

**(h) Section 280G Limitation**. Notwithstanding any otherprovisions of this Agreement, in no event shall the aggregate payments or benefits to be made or afforded to Executive pursuant to Section 6 of this Agreement constitute an “excess parachute payment” under Section 280G of theCode. In order to avoid such a result, such aggregate payments or benefits will be reduced, if necessary, to a lesser amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “baseamount” as determined in accordance with said Section 280G. The reduction shall be allocated among the components of such payments and benefits in the manner designated by Executive. 

**(i) Post-Employment Health Insurance**. In the event of Executive’s termination of employment pursuant to Sections4(b), 4(c), 5(b) or 5(c), beginning on the expiration date of any health insurance coverage under the Core Plans provided pursuant to Section 6 hereof and continuing through the earlier of (i) the date on which Executive becomeseligible for comparable coverage under another group health insurance plan with no pre-existing condition limitation or exclusion or (ii) the date on which Executive becomes entitled to benefits under Medicare (and the date on which theExecutive’s spouse becomes entitled to benefits under Medicare with respect to the right to continued coverage for such spouse), Executive (and any qualified dependents, including Executive’s spouse) shall be entitled to group healthinsurance coverage. Such coverage shall be provided under the group health insurance plan in which the employees and senior executives of BFC and the Bank (including the employees and senior executives of any successors of BFC and the Bank)participate (as such plan is then in effect and as it may be modified, replaced or substituted at any time and from time to time during the period of coverage contemplated in this Section 6(i)), to the same extent as Executive was

 

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participating immediately prior to termination, at the Executive’s cost, which cost shall be an amount equal to the cost of such benefits as if such benefits were being provided pursuant toCOBRA. Executive shall promptly notify BFC if Executive becomes eligible for coverage under another group health plan with no pre-existing condition limitation or exclusion or Executive becomes entitled to full benefits under Medicare. Nothingcontained in this section is intended to limit or otherwise modify benefits that the Executive may otherwise be entitled to under this Agreement with respect to the Core Plans. 

**(j) General Release**. In consideration of the Bank’s agreements with respect to the monetary payments and otherbenefits provided for in Section 6 of this Agreement (which payments and benefits exceed the nature and scope of that to which Executive would have been legally entitled to receive absent this Agreement), and as a condition precedent toExecutive’s receipt of such payments and other benefits, Executive (or in the event of Executive’s death, Executive’s executor, trustee, administrator or personal representative, as applicable), shall, at the time the first of anysuch payments and other benefits is tendered, execute and deliver to the Bank a general release in favor of the Bank and its Affiliates (as defined below), releasing all claims, demands, causes of actions and liabilities arising out of thisAgreement, Executive’s employment or the termination thereof, including, but not limited to, claims, demands, causes of action and liabilities for wages, back pay, front pay, attorney’s fees, other sums of money, insurance, benefits, orcontracts; and all claims, demands, causes of actions and liabilities arising out of or under the statutory, common law or other rules, orders or regulations of the United States or any State or political subdivision thereof, whether now existed orhereinafter enacted or adopted, including the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act, and no further payments shall be due Executive until such time as all applicable waiting or rescission periodsthereunder shall have expired or shall have been waived. Notwithstanding the foregoing or anything to the contrary herein, the general release shall not release, and shall expressly reserve, any unperformed obligations of the Bank under thisAgreement. 

 
**7.****NOTICE OF TERMINATION.**
Any termination or purported termination by the Bank or Executive of Executive’s employment with the Bank shall be communicated by aNotice of Termination to the other party. A “**Notice of Termination**” shall mean a written notice that shall set forth the effective date of the termination of Executive’s employment, identify the specific terminationprovision(s) in this Agreement relied upon, and set forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination of Executive’s employment under the provision so identified. The party issuing the Noticeof Termination shall cause it to be delivered to the other party either in person, by United States mail or via a reputable commercial delivery service (i) not less than thirty (30) days prior to the effective date of termination in thecase of a termination Without Cause or By Resignation or based on a Disability Determination; (ii) not less than thirty (30) days prior to the effective date of termination and as otherwise provided in Section 4(a) hereof in the caseof a termination For Cause; and (iii) as provided in Section 5(b) hereof in the case of a termination for Good Reason. Notices to the Bank shall be addressed and delivered to the principal headquarters office of the Bank, Attention: ChiefExecutive Officer and General Counsel, with a copy concurrently so delivered to General Corporate Counsel to the Bank, Barack Ferrazzano Kirschbaum & Nagelberg LLP, 200 West Madison Street, Suite 3900,

 

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Chicago, Illinois 60606, to the joint attention of Edwin S. del Hierro and Donald L. Norman, Jr. Notices to the Executive shall be sent to the address set forth below the Executive’ssignature on this Agreement, or to such other address as Executive may hereafter designate in a written notice given to the Bank and its counsel. 

 
**8.****NON-COMPETITION AND OTHER AGREEMENTS.**
**(a) Non-Competition**. Executive shall not, during the Non-Competition Period (as hereinafter defined), directly orindirectly, and in any capacity, including as an individual for Executive’s own account, or as an employee, agent, independent contractor, consultant, officer, director, stockholder, owner or member of any association, corporation (whether forprofit or not for profit), partnership (whether general or limited), limited liability company, trust, firm, any federal, state or local government, agency, commission, board, district or body politic, any other registered or legal entity of anytype (each a “**Legal Entity**”), or as an employee, agent, independent contractor or consultant of or for any person, compete with the Bank in any of the following lines of business: the business of originating or purchasing loans,leases and payment streams thereunder, accepting deposits, selling or providing insurance, securities, financial planning, and asset management products and services, accepting referrals of any of the foregoing, and other business contracts,relationships or activities of the Bank and any Affiliate (as defined below) of the Bank (collectively, “**Banking Business**”) from a place that is located within five (5) miles of a place where the Bank or any Affiliate maintainsa branch, office or other place of business, or has filed a regulatory notice or application to establish a branch, office or other place of business (collectively, the “**Restricted Area**”). The term “**Non-CompetitionPeriod**” shall mean: (i) the greater of (A) six (6) months after the effective date of the termination of Executive’s employment, and (B) any period of time during which Executive is entitled to receive payments orbenefits pursuant to Section 6(b), 6(c) or 6(e) of this Agreement on account of a termination based on a Disability Determination, Without Cause or for Good Reason, respectively; and (ii) six (6) months from the effective date of thetermination of Executive’s employment if such employment is terminated By Resignation or With Cause. The term “**Affiliate**” means, for all purposes of this Agreement, any Legal Entity that directly or indirectly, through one ormore intermediaries, controls, or is controlled by, or is under common control with, the Bank. The following Legal Entities are Affiliates of the Bank as of the date of this Agreement: BFC; Financial Assurance Services, Inc.; SXNB Corporation (anIllinois corporation in dissolution); Success Bancshares, Inc. (a Delaware corporation in dissolution); and BF Asset Recovery Corporation. 

**(b) Non-Solicitation**. Executive shall not, during the Non-Solicitation Period (as hereinafter defined), directly orindirectly, either as an individual for Executive’s own account, or as an employee, agent, independent contractor or consultant of or for any person or Legal Entity, or as an officer, director, stockholder, owner or member of any Legal Entity:(i) call upon or solicit for the purpose of obtaining Banking Business from, or do any Banking Business with, any person or Legal Entity that was or is a customer of the Bank or any Affiliate at any time between the Effective Date of thisAgreement and the last day of the Non-Solicitation Period, and with which Executive had dealings on behalf of Employer, and with which Executive had dealings on behalf of the Bank (a “**Protected Customer**”); (ii) divert or takeaway from the Bank or an Affiliate any existing Banking Business between the Bank or an Affiliate and a Protected Customer; (iii) call upon or solicit for the purpose of obtaining Banking Business from,

 

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or do any Banking Business with, any person or Legal Entity from which the Bank or an Affiliate purchased loans or personal property leases (or any payment streams thereunder), or that referredor originated loans or personal property leases (or any payment streams thereunder) to, for or on behalf of the Bank or an Affiliate at any time between the Effective Date of this Agreement and the last day of the Non-Solicitation Period (a“**Protected Referral Source**”); (iv) divert or take away from the Bank or an Affiliate any existing Banking Business between the Bank or an Affiliate and a Protected Referral Source; (v) solicit or induce any ProtectedCustomer or Protected Referral Source to terminate or not renew or continue any Banking Business with the Bank or any Affiliate, or to terminate or not renew or continue any contractual relationship with the Bank or any Affiliate; (vi) hire, orassist or cause any person or Legal Entity with which Executive is affiliated or associated in hiring, any person who was or is an employee of the Bank or any Affiliate between the Effective Date of this Agreement and the last day of theNon-Solicitation Period (a “**Protected Employee**”); (vii) solicit or induce any Protected Employee to terminate his or her employment with the Bank or any Affiliate; or (viii) attempt to do, or conspire with or aid and abetothers in doing or attempting to do, any of the foregoing. The term “**Non-Solicitation Period**” shall mean, except as provided in Section 8(f) below, a period of eighteen (18) months commencing on the effective date of thetermination of Executive’s employment. 

**(c) Confidentiality**. Executive recognizes and acknowledges thatpersonal information and knowledge thereof regarding the customers of the Bank and its Affiliates are protected by state and federal law and the Privacy Principles of the Bank and its Affiliates, as amended from time to time (collectively,“**Protected Customer Information**”), and that customer lists, trade secrets, nonpublic financial information, and nonpublic past, present, planned or considered business activities of the Bank and its Affiliates and any plans for suchbusiness activities (collectively, “**Proprietary Information**”) are valuable, special and unique assets of the Bank. Executive will not, during or after the Employment Period, disclose any Protected Customer Information or ProprietaryInformation or his knowledge thereof to any person or Legal Entity other than the Bank of any Affiliate, or use any Protected Customer Information or Proprietary Information to the detriment of the Bank, any Affiliate or any of their respectivecustomers or employees, or for the benefit of himself, any person or any Legal Entity, for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may (i) disclose and use information that becomes publicly known through nowrongful act or omission of Executive, but only if the disclosure of such information is not restricted by any applicable state or federal laws or regulations and the information is not received from a person who was or is bound by an obligation notto disclose such information; (ii) disclose and use any financial, banking, business or economic principles, concepts or ideas that do not constitute Protected Customer Information or Proprietary Information; (iii) disclose any informationregarding the business activities of the Bank or its Affiliates to a governmental authority pursuant to a formal written request made by such governmental authority; and (iv) disclose any information required to be disclosed by Executivepursuant to an order or judicial process issued by a court of competent jurisdiction; *provided, however*, that to the extent not prohibited by applicable state or federal law, Executive shall provide the Bank or the applicable Affiliate withat least ten (10) days’ prior written notice of his intention to disclose information pursuant to subparagraph (iii) or (iv) of this Section 8(c). 

 

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**(d) Cooperation in Legal Proceedings**. During the Employment Period and for aperiod equal to three (3) years from the effective date of the termination of Executive’s employment, Executive shall, upon reasonable notice, furnish such cooperation, information and assistance to the Bank as may reasonably be requiredby the Bank or any Affiliate of the Bank in connection with any pending or threatened judicial, administrative or arbitration proceeding or any investigation that is based on events or circumstances in which Executive had personal knowledge orinvolvement and in which the Bank or any of its Affiliates is or may become a party or target, except for proceedings instituted against Executive by the Bank or any governmental or regulatory authority, or proceedings instituted by Executiveagainst the Bank to enforce the terms of this Agreement or any other duties or obligations of the Bank to Executive. The Bank, or if applicable, its Affiliate, shall reimburse Executive for all reasonable costs and expenses incurred by Executive inproviding such cooperation, information and assistance. Unless Executive’s appearance is compelled by a court order or other legal process, Executive shall not be obligated to devote more than two (2) days per calendar month in fulfillinghis obligations under this Section 8(d), and the Bank or its Affiliate shall make reasonable accommodations to avoid interfering with any duties that Executive may then have to any client or other employer. Notwithstanding anything to thecontrary in this Section 8(d) or this Agreement, while Executive will be encouraged to voluntarily provide sworn testimony where appropriate, Executive shall have no duty to provide sworn testimony in any judicial, arbitration or discoveryproceeding except as may be required by any rule of procedure, subpoena or judicial process applicable to or enforceable against Executive, and in no case shall Executive be required to provide any testimony that, in the judgment of Executive, mightor could expose him to civil liability or compromise his privilege against self incrimination. Any testimony given by Executive in such a proceeding shall be truthful, but in no event shall the content of any testimony given by Executive in such aproceeding constitute a breach of this Section 8(d) or any other provision of this Agreement. Executive may condition his providing of assistance and testimony hereunder on his receipt of an undertaking from the Bank that it will indemnify himfor such actions to the fullest extent permitted by applicable law. 

**(e) Remedies**. Executive and the Bankstipulate that irreparable injury will result to the Bank and its Affiliates and their business and property in the event of Executive’s violation of any provision of this Section 8, and agree that, in the event of any such violation byExecutive, the Bank, and if applicable, its Affiliates, will be entitled, in addition to any other rights, remedies and money damages that may then be available, to injunctive relief to restrain the violation hereof by Executive, Executive’spartners, agents, servants, employees and all persons acting for, under the direction or control of or in concert with Executive, and to such other equitable remedies as may then be available. Nothing herein will be construed as prohibiting the Bankor any Affiliate from pursuing any other remedies available to the Bank or such Affiliate for such breach or threatened breach, including the recovery of money damages from Executive. 

**(f) Adjustment of Non-Solicitation Period**. The Non-Solicitation Period shall be reduced from eighteen (18) months toninety (90) days, but only with respect to the restrictions set forth in Subsection (b)(i) and Subsection (b)(iii) of Section 8 of this Agreement (and the prohibitions in Subsection (b)(viii) of Section 8 against, aiding, abetting,inducing or conspiring with others to violate those restrictions), in the event that Executive resigns his employment within twelve (12) months after the Board fails to extend the Employment Period within ninety

 

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(90) days (before or after) an applicable Anniversary Date pursuant to Section 2(a) for an additional one (1) year and Executive provides the Board with notice of such failure at leastthirty (30) days prior to the expiration of such ninety (90) day period, or in the event that the Bank terminates Executive’s employment For Cause based on a repeated and material failure to achieve minimum objectives under a BusinessPlan established in accordance with Section 1(d) of this Agreement, or a repeated and material failure of Executive to meet reasonable performance standards established in accordance with Section 1(d) of this Agreement. TheNon-Solicitation Period shall be reduced from eighteen (18) months to six (6) months, but only with respect to the restrictions set forth in Subsection (b)(i) and Subsection (b)(iii) of Section 8 of this Agreement (and theprohibitions in Subsection (b)(viii) of Section 8 against, aiding, abetting, inducing or conspiring with others to violate those restrictions), in the event that the Bank terminates this Agreement Without Cause or Executive terminates thisAgreement for Good Reason, provided that, in either case, Executive executes and delivers to the Bank a writing, acceptable in form and substance to the Bank, that releases and waives any and all obligations that the Bank may have underSection 6(c) or 6(e) of this Agreement to pay Executive any Base Salary after the expiration of such six-month period, or to provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the CorePlans after the expiration of such six-month Non-Solicitation Period. 

 
**9.****SOURCE OF FUNDS.**
All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. 

 
**10.****EFFECT ON PRIOR AGREEMENTS AND EXISTING PLANS.**
This Agreement contains the entire understanding between the parties hereto with respect to Executive’s employment with the Bank, andsupersedes the Initial Agreement, any prior offer of employment, employment letter or other agreements or understandings between the Bank and Executive, whether oral or written, with respect thereto, except that this Agreement shall not affect oroperate to reduce any benefit or compensation inuring to Executive of a kind provided for in any Core Plan or any separate plan or program established for the benefit of Bank employees generally, or any separate plan or program established after thedate of this Agreement for the specific benefit of Executive. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

 
**11.****MODIFICATION AND WAIVER.**
This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto and approved by the Board.No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel.No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for thefuture as to any act other than that specifically waived. Notwithstanding the foregoing, in the event that any 

 

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provision or the implementation of any provision of this Agreement is finally determined to violate any applicable law, regulation or other regulatory requirement that is binding on the Bank, orto constitute an unsafe and unsound banking practice, Executive and the Bank agree to amend such provision to the extent necessary to remove or eliminate such violation or unsafe and unsound banking practice, and such provision shall then beapplicable in the amended form. 

 
**12.****NO ATTACHMENT.**
Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation,sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, andof no effect. 

 
**13.****REQUIRED PROVISIONS.**
In the event any of the foregoing provisions of this Agreement are in conflict with the provisions of this Section 13, thisSection 13 shall prevail. 

**(a) Rights Not Prejudiced**. The Bank may terminate Executive’s employment atany time, but any termination by the Bank, other than For Cause, shall not prejudice any right of Executive to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for anyperiod after a termination For Cause as provided in Section 6(a) hereof. 

**(b) Suspension; TemporaryRemoval**. If Executive is suspended and/or temporarily prohibited from participating in the conduct of the affairs of the Bank or an Affiliate by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in itsdiscretion: (i) pay Executive all or part of the compensation withheld while the contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended. 

**(c) Removal; Prohibition**. If Executive is removed and/or permanently prohibited from participating in the conduct of theaffairs of the Bank or an Affiliate by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 181 8(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as ofthe effective date of the order, but vested rights of the contracting parties shall not be affected. 

**(d) Bank inDefault**. If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement shall terminate as of the date of default, butthis paragraph shall not affect any vested rights of the contracting parties. 

**(e) Regulatory Termination**. Allobligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the institution: (i) by the Director of the OTS (or his designee) at the

 

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time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C.Section 1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by theDirector to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. 

**(f) Certain Payments**. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to andconditioned upon compliance with 12 U.S.C. Section 1828(k) and 12 C.F.R. Section 545.121 and any rules and regulations promulgated thereunder. 

**(g) OTS Limitation**. Notwithstanding anything to the contrary in this Agreement, in no case shall the total DepartureCompensation (defined below) paid to Executive upon the termination of his employment with the Bank, regardless of the reason, exceed three (3) times Executive’s Average Annual Regulatory Compensation (defined below). The term“**Departure Compensation**” shall mean any payments and other things of value that the Bank makes or provides to Executive upon the termination of Executive’s employment with the Bank, but shall not mean or include any ProratedIncentive Compensation (defined above) that the Board determines was earned by Executive prior to the Effective Date of termination, any Earned Salary (defined above) or any Accrued Plan Contributions (defined above). The term “**AverageAnnual Regulatory Compensation**” shall mean the average of Executive’s annual Regulatory Compensation (defined below) based on the most recent three (3) tax years, or if Executive was employed by the Bank for less than three(3) full tax years, based on such lesser number of tax years or portions thereof as Executive was employed by the Bank. The term “**Regulatory Compensation**” shall mean, for the purposes of the foregoing definition as it relatesto any tax year, any payment of money or provision of any other thing of value by the Bank to Executive in consideration of Executive’s employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit-sharingplans, severance payments, retirement, director or committee fees, fringe benefits, payment of expense items without accountability or business purpose or that do not meet Internal Revenue Service requirements for deductibility by the association.In the event that the total Departure Compensation that becomes due to Executive under this Agreement exceeds three (3) times Executive’s Average Annual Regulatory Compensation, the aggregate payments or other things of value constitutingDeparture Compensation shall be reduced to a lesser amount, the value of which shall be one dollar ($1.00) less than three (3) times Executive’s Average Annual Regulatory Compensation. In such a case, the reduction shall be allocated amongthe components of such payments and other things of value in the manner designated by Executive. 

 
**14.****WITHHOLDING.**
Allpayments required to be made to Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Bank reasonably determines should be withheld pursuant to any applicablestate or federal law or regulation. 

 

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**15.****SEVERABILITY.**
If,for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision that is not held invalid, and each such otherprovision and part thereof shall to the full extent consistent with law continue in full force and effect. Without limiting the foregoing, if any provisions of Section 8 of this Agreement are held to be unenforceable because of the scope,duration or area of applicability, the court making such determination shall have the power to modify such scope, duration or area of applicability, or all of them, and such provision shall then be applicable in the modified form. 

 
**16.****HEADINGS FOR REFERENCE ONLY.**
The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning orinterpretation of any of the provisions of this Agreement. 

 
**17.****GOVERNING LAW.**
The validity, interpretation, performance and enforcement of this Agreement shall be governed by the internal laws of the State ofIllinois, without regard or reference to any principles of conflicts of law of the State of Illinois, except to the extent that such internal laws are preempted by the laws of the United States or the regulations of the OTS or any other agency ofthe United States. 

 
**18.****DISPUTE RESOLUTION.**
**(a) Arbitration**. Except for claims, cases or controversies based on or arising out of Section 8 of this Agreement(“**Section 8 Claims**”), all claims, cases or controversies arising out of or in connection with either this Agreement, Executive’s employment with the Bank or the termination or cessation of such employment (collectively,“**Employment Claims**”), whether asserted against the Bank, an Affiliate (as defined below), and/or an officer, director or employee of the Bank or an Affiliate, and whether based on this Agreement or existing or subsequently enactedor adopted statutory or common law doctrines, shall be finally settled by arbitration conducted by JAMS Endispute or a successor entity (“**JAMS**”) in Chicago, Illinois, in accordance with the then applicable Employment ArbitrationRules and Procedures of JAMS, or in the event JAMS or a successor in interest of JAMS no longer provides arbitration services, by the American Arbitration Association or a successor entity (the “**AAA**”) in accordance with its thenapplicable National Rules for the Resolution of Employment Disputes. The costs and fees imposed by JAMS or the AAA for conducting such arbitration shall be borne equally by Executive and the Bank unless the arbitrator determines otherwise. The awardrendered by the arbitrator(s) shall be final and binding upon Executive, the Bank and any other parties to such proceeding, and may be entered and enforced as a judgment in any court of competent jurisdiction. The Employment Claims subject toarbitration hereunder shall include, but shall not be limited to, those arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the amendments of the Civil Rights Act of 1991, theOlder Workers Benefit Protection Act, the Americans with Disabilities Act, the law of 

 

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contract, the law of tort, and other claims under federal, state or local statutes, ordinances and rules or the common law. Executive and the Bank acknowledge that by agreeing to arbitration theyare relinquishing all rights they have to sue each other for Employment Claims that do not constitute Section 8 Claims and any rights that they may have to a jury trial on Employment Claims that do not constitute Section 8 Claims.

**(b) Section 8 Claims**. All Section 8 Claims shall be brought, commenced and maintained only in a stateor federal court of competent jurisdiction situated in the County of Cook or the County of DuPage, State of Illinois. Executive and the Bank each hereby (i) consents to the exercise of jurisdiction over his or its person and property by anycourt of competent jurisdiction situated in the County of Cook or the County of DuPage, State of Illinois for the enforcement of any claim, case or controversy based on or arising under Section 8 of this Agreement; (ii) waives any and allpersonal or other rights to object to such jurisdiction for such purposes; and (iii) waives any objection which it may have to the laying of venue of any such action, suit or proceeding in any such court. 

 
**19.****INDEMNIFICATION AND INSURANCE.**
**(a) Indemnification, Advancement and Insurance**. The Bank shall, subject to the conditions and findings set forth in 12C.F.R. Section 545.121: (i) provide Executive (including his heirs, executors and administrators), at the Bank’s expense, with insurance under a directors’ and officers’ liability insurance policy that reasonably andadequately insures Executive for his acts and omissions as a director, officer or employee of the Bank and its subsidiaries; (ii) indemnify Executive (and his heirs, executors and administrators) against all judgments entered and settlementsmade in any pending or threatened action and any appeal or other proceeding for review of such action, regardless of whether such action is a judicial or administrative proceeding, if such action was brought or threatened because Executive is or wasa director, officer or employee of the Bank or any of its subsidiaries; (iii) indemnify Executive (and his heirs, executors and administrators) against all and reasonable costs and expenses, including reasonable attorney’s fees, actuallypaid or incurred by Executive in defending or settling any such action, or in enforcing Executive’s rights to indemnification under this Section 19; and (iv) to the extent that the Bank is not then authorized by applicable law toprovide such indemnification, advance Executive his reasonable costs and expenses, including reasonable attorney’s fees, arising from the settlement or defense of any such action, subject to the Bank’s receipt of a written undertaking fromExecutive to repay all costs and expenses so advanced if Executive is later determined not to be entitled to indemnification. In the event that 12 C.F.R. Section 545.121 or the provisions of the Bank’s bylaws or charter that relate toindemnification and the advancement of expenses are hereafter amended, such amendment shall apply to the Bank’s obligations under this Section 19, but only to the extent that it increases the Bank’s authority to indemnify or advanceexpenses to Executive beyond the authority that was provided, or reduces any limitations on such authority that were imposed, by 12 C.F.R. Section 545.121 and the provisions of the Bank’s bylaws or charter on the Effective Date.Notwithstanding the foregoing and anything to the contrary in this Agreement, the Bank shall have no obligations under this Section 19 or under any provision of its charter or bylaws to provide indemnification or advance expenses to Executivein connection with any pending or threatened action, and any appeal or other proceeding for review of such action, regardless of whether such action is a judicial or administrative proceeding, if such action was brought or threatened becauseExecutive 

 

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is or was a director, officer or employee of a person or Legal Entity that is not or was not an Affiliate of the Bank, or because of any duty or alleged duty arising out of a past or presentemployment, contractual or other legal relationship between Executive and a Legal Entity that is or was not an Affiliate of the Bank. Any payments made to Executive pursuant to this Section 19 shall be subject to and conditioned upon compliancewith the applicable provisions of 12 U.S.C. 1828(k), as amended, and 12 C.F.R. Section 545.121, as amended, and any rules or regulations promulgated in connection with therewith. 

**(b) Procedures**. Any request for indemnity or the advancement of expenses shall be made in a written notice delivered byExecutive to the General Counsel of the Bank. The notice shall describe with reasonable particularity the claim that has been made or threatened against Executive and the reasons why Executive believes that it is lawful and appropriate for the Bankto indemnify or advance expenses to him in connection with such claim. Following the delivery of such written notice, the Board shall, as soon as practicable and by no later than its next regularly scheduled Board meeting, adopt a resolution by theaffirmative vote of not less than a majority of its members (i) determining in good faith and on the basis of reasonable evidence or other information whether or not Executive, in connection with such claim, was acting in good faith within thescope of his employment or authority as he perceived it under the circumstances and for a purpose he could reasonably have believed under the circumstances was in the best interests of the Bank, and (ii) determining whether or not the Bank willapprove or deny Executive’s request subject to any regulatory notification requirements; *provided, however*, that if the Board lacks sufficient evidence or other information at the time of such meeting to make the determination set forthin Subsection (i) of this Section 19(b), the Board shall adopt a resolution at such meeting by the affirmative vote of not less than a majority of its members determining whether or not the Bank will advance Executive the reasonable costsof defending or settling such claim, subject to such undertakings by Executive as may be required by applicable law. The Board shall provide Executive with a copy of each such resolution promptly after its adoption. 

 
**20.****COSTS AND LEGAL FEES.**
**(a) Payment to Executive**. Except as provided in Section 18(a) hereof, in the event any dispute or controversy arisingunder or in connection with any provision of this Agreement other than Section 8 hereof is resolved on the merits in favor of Executive pursuant to an arbitration award or final judgment, order or decree of a court of competent jurisdiction(the time for appeal therefrom having expired and no appeal having been perfected), the Bank shall be obligated to pay Executive, within thirty (30) days after the date on which such judgment becomes final and not subject to further appeal, allreasonable costs and legal fees paid or incurred by Executive in connection with such dispute or controversy. 

**(b)Payment to Bank**. Except as provided in Section 18(a) hereof, in the event any dispute or controversy arising under or in connection with Section 8 of this Agreement is resolved on the merits in favor of the Bank pursuant to anarbitration award or final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected), Executive shall be obligated to pay the Bank, within thirty (30) daysafter the date on which such judgment becomes final and not subject to further appeal, all reasonable costs and legal fees paid or incurred by the Bank in connection with such dispute or controversy. 

 

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**21.****NO CONFLICTS.**
Executive has heretofore advised the Bank and hereby represents that the execution and delivery of this Agreement and the performance ofthe obligations hereunder do not and will not conflict with, or result in any default, violation or breach of any contract or agreement to which Executive is a party, or of any legal duty of Executive. 

 
**22.****SURVIVAL.**
Therights and obligations of Executive and the Bank under Sections 6, 8, 13, 17, 18, 19 and 20 of this Agreement shall survive the termination of Executive’s employment and the termination or expiration of this Agreement. All other rights andobligations of Executive and the Bank shall survive the termination or expiration of this Agreement only to the extent that they expressly contemplate future performance and remain unperformed. 

 
**23.****SUCCESSORS AND ASSIGNS.**
**(a) Continuing Rights and Obligations**. This Agreement shall be binding upon, and inure to the benefit of, Executive and hisheirs, executors, administrators and assigns, and the Bank and its successors and assigns. The Bank shall require any of its successors or assigns, whether resulting from a purchase, merger, consolidation, reorganization, conversion or a transfer ofall or substantially all of its business or assets, to expressly and unconditionally to assume and agree to perform its obligations under this Agreement, in the same manner and to the same extent that it would be required to perform such obligationsif no such succession or assignment had occurred. 

**(b) Payments to Estate or Trust**. Any amounts due Executivehereunder shall be paid to Executive’s estate in the event of Executive’s death except as expressly provided herein; provided that, notwithstanding the foregoing, Executive may, in his discretion, provide for the payment of some or all ofsuch amounts to a trust established by Executive. In the event that Executive desires that such amounts be paid to a trust, Executive shall notify the Bank of such intention in writing and comply with any requirements of applicable law. 

*[Remainder of page intentionally left blank]*

 

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**IN WITNESS WHEREOF**, BankFinancial, F.S.B. has caused thisAgreement to be executed by its duly authorized officers and directors, and Executive has signed this Agreement as of this6th day of May, 2008. 

 
**BANKFINANCIAL, F.S.B.**  **EXECUTIVE**   
**/s/ Gregg T. Adams**
By: 
/s/ F. Morgan Gasior
  **Gregg T. Adams**Its: 
Chief Executive Officer
  
 

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