**Exhibit 10.8**

 

June 28,2005

 

Glenn J. Kozeluh

424 Wesley Lane

Westmont, Illinois 60559

 

Dear Mr.  Kozeluh:

 

In connection with the anticipated merger (the “Merger”) of EFC Bancorp, Inc.(the “Company”) with and into MAF Bancorp, Inc. (the “Purchaser”) as contemplatedby the Agreement and Plan of Reorganization by and between the Purchaser andthe 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 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 Companycommon stock (the “Options”) that you hold as of the date hereof and, withrespect to any such Options that are “incentive stock options” within themeaning 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, suchthat all income from such exercise shall be included in your gross income for2005.  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.

#  

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

#  

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

 

----

 

# applicableto such coverage) reduced by an amount equal to the then applicable employeecontributions.  You shall pay the CompanyBank the employee share for such coverage, as determined by the Company Bankbased on the cost of the coverage to be provided to you, on an annual basis inadvance, with the first such installment payable on the Effective Date.  Your eligibility for “COBRA” continuationcoverage under Section 4980B of the Code shall commence upon the EffectiveDate and the COBRA coverage period shall run concurrently with and offset theone-year period under this Section 3. In the event that the Effective Date does not occur, you shall not beentitled to any benefit under this Section 3.

#  

# 4.                                     *Termination of the PriorAgreement; Agreement to Remain Employed Through Effective Time*.  Youhereby agree that, in consideration for entering into this Agreement, effectiveas of the date hereof, the Change in Control Agreement by and between theCompany Bank and you, effective as of May 1, 2004, (the “Prior Agreement”)shall be null and void and no person or entity shall be obligated to pay to youor any person any amounts in respect of the Prior Agreement.  Further, in consideration of the benefitsconferred upon you, the Company and the Company Bank pursuant to thisAgreement, you hereby agree not to terminate your employment with the CompanyBank or any of its subsidiaries prior to the Effective Time, and, prior to theEffective Time, the Company Bank agrees not to terminate your employment withthe Company Bank or its subsidiaries without the prior written consent of thePurchaser.  You hereby represent andwarrant that, but for the benefit plans and agreements of or with the Companyor the Company Bank that are specifically referred to herein, any tax-qualifiedpension plans or insured welfare benefit plans of the Company Bank and yourrights in respect of outstanding stock options and restricted stock in respectof Company common stock under the Company’s stock compensation plans, you arenot 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 andhereby waive any rights with respect thereto.

#  

# 5.                                     *Withholding and Reduction.*  TheCompany or Company Bank will withhold and deposit all federal, state and localincome and employment taxes that are owed with respect to all amounts paid orbenefits provided to or for you by the Company or any affiliate pursuant tothis Agreement.  You, the Company and theCompany Bank agree that none of the payments and benefits payable or providedto you or for your benefit under this Agreement or otherwise in connection withthe Merger are expected to constitute an “excess parachute payment” within themeaning of Section 280G of the Code. However, notwithstanding anything to the contrary contained in thisAgreement or the Prior Agreement, in no event shall the aggregate payments orbenefits to be made or afforded to you under this Agreement or otherwise (the “Payments”)constitute an “excess parachute payment” under Section 280G of the Codeand 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 ordistributions in the nature of compensation to or for your benefit, whetherpaid, payable or provided pursuant to this Agreement or otherwise (the “AggregatePayments”), the value of such Aggregate Payments shall be equal to three (3) timesyour “base amount,” as determined in accordance with Section 280G of theCode, less $5,000.00.  You hereby agreeto report any amounts paid or benefits provided under this Agreement forpurposes of Federal, state and local income, employment and excise taxes in amanner consistent with the manner in which the Company or Company Bank reportsany such amounts or benefits for purposes of Federal, state and local income,employment and excise taxes.

 

----

 

# 6.                                     *Successors*.  ThisAgreement is personal to you and without the prior written consent of theCompany shall not be assignable by you otherwise than by will or the laws ofdescent and distribution.  This Agreementshall 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.

#  

# 7.                                     *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.

#  

# 8.                                     *Governing Law and Jurisdiction*. The Agreement is governed by and construed underthe laws of the State of Illinois, without regard to conflict of lawsrules.  You, the Company and the CompanyBank (a) hereby consent to submit to the exclusive personal jurisdictionof any Federal court located in the State of Illinois or any court of the Stateof Illinois in the event any dispute arises out of this Agreement or any of thetransactions contemplated by this Agreement, and (b) hereby waive anyright to challenge jurisdiction or venue in such courts with regard to anysuit, action, or proceeding under or in connection with the Agreement.  Each party to this Agreement also herebywaives any right to trial by jury in connection with any suit, action, orproceeding under or in connection with this Agreement.

#  

# 9.                                     *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 Agreement), 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.

#  

# 10.                               *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.

 

----

 

# 11.                               *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.

#  

# 12.                               *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:

#  

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

 

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

 

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

 

----

 

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/ Glenn J. Kozeluh            |                           |   |
| Glenn J. Kozeluh                |                           |
| Date:   June 28, 2005 |                           |
|                                 |                                |  |  |  |

 

----

 

**EXHIBIT A**

 
| Effective Date Payment (Section 2) |   | $ | 131,349 |   |
|-----------------------------------------|--------|---|---------|--------|

 

----