**Exhibit 10.11**

 

June 28,2005

 

Eric J. Fernandez

c/o Eric J. Fernandez & Co.

895 West Main Street

West Dundee, Illinois  60118

 

Dear Mr. Fernandez:

 

In connection with the anticipated merger (the “Merger”) of EFC Bancorp, Inc.(the “Company”) with and into MAF Bancorp, Inc. (the “Purchaser”) ascontemplated by the Agreement and Plan of Reorganization by and between thePurchaser and the Company (the “Merger Agreement”), the Company, EFS Bank (the “CompanyBank”) and you hereby enter into this agreement (this “Agreement”).  Capitalized terms used but not otherwisedefined in this Agreement shall have the meaning set forth in the MergerAgreement.

 

# 1.                                       *Options*.  Prior to December 31,2005, you may exercise any and all vested options for the purchase of Company commonstock (the “Options”) that you hold as of the date hereof, such that all incomefrom such exercise shall be included in your gross income for 2005.  For the avoidance of doubt, andnotwithstanding anything herein to the contrary, any income that you derivefrom the exercises of the Options (and sale of the underlying shares) as setforth in the preceding sentence shall not be taken into account in computingany benefits under any plan, program or arrangement of Mid America Bank (the “PurchaserBank”), the Purchaser, the Company Bank, the Company or their affiliates.

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# 2.                                       2005 Directors Retirement Agreement Payment.  Prior to December 23, 2005, the CompanyBank shall pay to you an amount equal to the amount set forth on Exhibit Aas the “2005 Directors Retirement Agreement Payment.”  For the avoidance of doubt, andnotwithstanding anything herein to the contrary, the 2005 Directors RetirementAgreement Payment shall not be taken into account in computing any benefitsunder any plan, program or arrangement of the Purchaser Bank, the Purchaser,the Company Bank, the Company or their affiliates.

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# 3.                                       Representation of Rights.  You hereby represent and warrant that, butfor your rights in respect of outstanding stock options and restricted stock inrespect of Company common stock under the Company’s stock compensation plans,you are not entitled to or eligible for any other payments or benefits underany plans, agreements or arrangements of or with the Company or the CompanyBank and hereby waive any rights with respect thereto, including the CompanyBank Directors Retirement Agreement.

 

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# 4.                                       Withholding and Reduction.  The Company or Company Bank will withhold anddeposit all federal, state and local income and employment taxes that are owed,if any, with respect to all amounts paid or benefits provided to or for you bythe Company or any affiliate pursuant to this Agreement.  You, the Company and the Company Bank agreethat none of the payments and benefits payable or provided to you or for yourbenefit under this Agreement or otherwise in connection with the Merger areexpected to constitute an “excess parachute payment” within the meaning of Section 280Gof the Code.  However, notwithstandinganything to the contrary contained in this Agreement, in no event shall theaggregate payments or benefits to be made or afforded to you under thisAgreement or otherwise (the “Payments”) constitute an “excess parachute payment”under Section 280G of the Code and in order to avoid such a result thePayments will be reduced, if necessary, to an amount such that when aggregatedwith all other payments, benefits or distributions in the nature ofcompensation to or for your benefit, whether paid, payable or provided pursuantto this Agreement or otherwise (the “Aggregate Payments”), the value of suchAggregate 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 reportany amounts paid or benefits provided under this Agreement for purposes ofFederal, state and local income, employment and excise taxes in a mannerconsistent with the manner in which the Company or Company Bank reports anysuch amounts or benefits for purposes of Federal, state and local income,employment and excise taxes.

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# 5.                                       Successors. This Agreement is personal to you and without the prior written consentof the Company shall not be assignable by you otherwise than by will or thelaws of descent and distribution.  ThisAgreement shall inure to the benefit of and be enforceable by your legalrepresentatives.  This Agreement shallinure to the benefit of and be binding upon the Company, the Company Bank andtheir successors and assigns.  From andafter the Effective Date, the “Company” shall mean the “Purchaser,” and “CompanyBank” shall mean “Purchaser Bank,” except to the extent the context indicatesotherwise.

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# 6.                                       *Waiver*.  Failureof the Company to demand strict compliance with any of the terms, covenants orconditions 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 waiveror relinquishment of such term, covenant or condition.

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# 7.                                       Governing Law and Jurisdiction. The Agreement isgoverned by and construed under the laws of the State of Illinois, withoutregard to conflict of laws rules.  You,the Company and the Company Bank (a) hereby consent to submit to theexclusive personal jurisdiction of any Federal court located in the State ofIllinois or any court of the State of Illinois in the event any dispute arisesout of this Agreement or any of the transactions contemplated by thisAgreement, and (b) hereby waive any right to challenge jurisdiction orvenue in such courts with regard to any suit, action, or proceeding under or inconnection with the Agreement.  Eachparty to this Agreement also hereby waives any right to trial by jury inconnection with any suit, action, or proceeding under or in connection withthis Agreement.

 

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# 8.                                       *Entire and Final Agreement*.  ThisAgreement shall supersede any and all prior oral or written representations,understandings and agreements of the parties with respect to their employmentrelationship (including, but not limited to all correspondence, memoranda andterm sheets and the Prior Agreements), and it contains the entire agreement ofthe 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 whichare not set forth expressly in this Agreement. Once signed by the parties hereto, no provision of this Agreement may bemodified or amended unless agreed to in writing, signed by you and a dulyauthorized officer of the Company and the Company Bank and subject to the priorwritten consent of the Purchaser.

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# 9.                                       *Assignment*.  Neitherthis Agreement nor any of the rights, obligations or interests arisinghereunder may be assigned by you. Neither this Agreement nor any of the rights, obligations or interestsarising hereunder may be assigned by the Company or the Company Bank withoutyour prior written consent, to a person or entity other than an affiliate orparent 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 orsubstantially all of the assets of the Company or the Company Bank with or toany other individual or entity, this Agreement shall, subject to the provisionshereof, be binding upon and inure to the benefit of such successor and suchsuccessor shall discharge and perform all the promises, covenants, duties, andobligations of the Company and the Company Bank hereunder.

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# 10.                                 *Section Headings*.  The section headingscontained in this Agreement are inserted for purposes of convenience only andshall not affect the meaning or interpretation of this Agreement.

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# 11.                                 *Notices*.  Allnotices required by this Agreement shall be sent in writing and delivered byone party to the other by overnight express mail to the following persons andaddresses:

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| If to the Company and Company Bank: | 1695 Larkin Avenue    |
|-------------------------------------|-----------------------|
|                                | Elgin, Illinois 60123 |

 

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

 

# 12.                                 *Execution in Counterparts*.  ThisAgreement may be executed by the parties hereto in counterparts, and each ofwhich shall be considered an original for all purposes.

 

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If the foregoing is satisfactory, please so indicateby signing and returning to the Company and the enclosed copy of this letterwhereupon 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/ Eric J. Fernandez    |                      |   |
| Eric J. Fernandez        |                      |
| Date: June 28, 2005 |                      |
|                          |                           |  |  |  |

 

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**EXHIBIT A**

 
| 2005  Directors Retirement Agreement Payment (Section 2): |   | $ | 41,665 |   |
|----------------------------------------------------------------|--------|---|--------|--------|

 

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