BankFinancial CORP Sample Contracts

17,250,000 Shares (subject to increase up to 19,837,500 shares in the event of an oversubscription) BANKFINANCIAL CORPORATION (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT
Agency Agreement • November 1st, 2004 • BankFinancial CORP • Savings institution, federally chartered • New York
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BANKFINANCIAL, F.S.B. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2011 • BankFinancial CORP • Savings institution, federally chartered • Illinois

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 William J. Deutsch, Jr. (“Executive”).

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BANKFINANCIAL, NATIONAL ASSOCIATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2024 • BankFinancial CORP • Savings institution, federally chartered • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 27, 2023 (the “Effective Date”), by and between BankFinancial, National Association (the “Bank”), a national banking association having its principal office at 21110 South Western Avenue, Olympia Fields, Illinois, and Gregg T. Adams (the “Executive”).

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BANKFINANCIAL CORPORATION EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2009 • BankFinancial CORP • Savings institution, federally chartered • Illinois

THIS AGREEMENT (“Agreement”) is made effective as of October 20, 2008 (the “Effective Date”), by and between BankFinancial Corporation, (the “Company”), a Maryland corporation having its principal office at 15 W 060 North Frontage Road, Burr Ridge, Illinois, and Elizabeth Doolan (“Executive”).

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BANKFINANCIAL, F.S.B. EMPLOYMENT AGREEMENT
Employment Agreement • September 23rd, 2004 • BankFinancial CORP • Illinois

THIS AGREEMENT (“Agreement”) is made effective as of March 21, 2003 (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 Robert J. O’Shaughnessy (“Executive”).

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RESTATED STANDSTILL AGREEMENT
Standstill Agreement • April 24th, 2017 • BankFinancial CORP • Savings institution, federally chartered • Maryland

This RESTATED STANDSTILL AGREEMENT (this “Agreement”) is made by and between BANKFINANCIAL CORPORATION, a Maryland corporation (“BFIN”), on the one hand, and FINANCIAL EDGE FUND, L.P., FINANCIAL EDGE - STRATEGIC FUND, L.P., PL CAPITAL/FOCUSED FUND, L.P., GOODBODY/PL CAPITAL, L.P., PL CAPITAL, LLC, PL CAPITAL ADVISORS, LLC, GOODBODY/PL CAPITAL, LLC, LASHLEY FAMILY 2011 TRUST, ALBERNET OU, DR. IRVING SMOKLER, BETH LASHLEY, JOHN W. PALMER and RICHARD J. LASHLEY (collectively, the “PL Capital Parties”) on behalf of themselves and their affiliates, on the other hand. BFIN and the PL Capital Parties together, collectively, shall be referred to in this Agreement as the “Parties”. In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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Amendment No. 2 to the Amended and Restated Employment Agreement Between BankFinancial, National Association and PAUL A. CLOUTIER
Employment Agreement • July 26th, 2017 • BankFinancial CORP • Savings institution, federally chartered

This Agreement (the “Amendment”) is dated and made effective as of June 27, 2017, and amends the Amended and Restated Employment Agreement between BankFinancial, F.S.B. (now known as BankFinancial, National Association and hereinafter referred to as the “Bank”) and Paul A. Cloutier (“Executive”) dated as of May 6, 2008, as amended by “Amendment No. 1 of the BankFinancial F.S.B. Employment Agreement” dated as of December 31, 2012, and as otherwise amended or extended from time to time (the “Employment Agreement”).

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STANDSTILL AGREEMENT
Standstill Agreement • February 9th, 2024 • BankFinancial CORP • Savings institution, federally chartered

This STANDSTILL AGREEMENT (this “Agreement”) is made by and between BANKFINANCIAL CORPORATION, a Maryland corporation (“BFIN”), on the one hand, and STRATEGIC VALUE BANK PARTNERS, LLC, STRATEGIC VALUE INVESTORS LP and BENJAMIN MACKOVAK (collectively, the “SVB Partners Parties”) on behalf of themselves and their affiliates and associates (as such terms are defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), on the other hand. BFIN and the SVB Partners Parties together, collectively, shall be referred to in this Agreement as the “Parties”. In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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BANKFINANCIAL CORPORATION
Restricted Stock Award Agreement • September 5th, 2006 • BankFinancial CORP • Savings institution, federally chartered

The Participant specified below has been granted this Restricted Stock Award (“Award”) by BANKFINANCIAL CORPORATION, a Maryland corporation (the “Company”), under the terms of the BANKFINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN (the “Plan”). The Award shall be subject to the terms of the Plan as well as the following terms and conditions set forth herein (the “Award Terms”).

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BANKFINANCIAL CORPORATION EMPLOYMENT AGREEMENT
Employment Agreement • November 1st, 2004 • BankFinancial CORP • Savings institution, federally chartered • Illinois

THIS AGREEMENT (“Agreement”) is made effective as of , 200 (the “Effective Date”), by and between BankFinancial Corporation (the “Company”), a Maryland corporation having its principal office at 15 W 060 North Frontage Road, Burr Ridge, Illinois, and (“Executive”).

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BANKFINANCIAL CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2022 • BankFinancial CORP • Savings institution, federally chartered • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of May 3, 2022 (the “Effective Date”), by and between BankFinancial Corporation (the “Company”), a Maryland corporation having its principal office at 21110 South Western Avenue, Olympia Fields, Illinois, and F. Morgan Gasior (“Executive”).

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CONSULTING AGREEMENT
Consulting Agreement • October 20th, 2008 • BankFinancial CORP • Savings institution, federally chartered • Illinois

THIS CONSULTING AGREEMENT (this “Agreement”) is made effective as of the 20th day of October, 2008, by and between BankFinancial Corporation (the “Company”), and Robert J. O’Shaughnessy (the “Consultant”).

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LOAN AGREEMENT by and among BANKFINANCIAL CORPORATION FINANCIAL FEDERAL MHC, INC. and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO DATED AS OF: November 16, 2001
Loan Agreement • September 23rd, 2004 • BankFinancial CORP • Illinois

This LOAN AGREEMENT (this “Agreement”), dated as of November 16, 2001, is entered into by and among BANKFINANCIAL CORPORATION, a federal corporation and a subsidiary savings and loan holding company (the “Borrower”), FINANCIAL FEDERAL MHC, INC., a federally chartered mutual holding company and the parent of Borrower (“Parent”), and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association (the “Lender”).

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AMENDMENT NO. 1 OF THE BANKFINANCIAL CORPORATION EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2013 • BankFinancial CORP • Savings institution, federally chartered

AMENDMENT NO. 1 of the EMPLOYMENT AGREEMENT by and between BankFinancial Corporation (the “Company”) and Name (the “Executive”) dated October 20, 2008 (the “Agreement”), which amendment is effective on December 31, 2012 (the “Effective Date”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 20th, 2013 • BankFinancial CORP • Savings institution, federally chartered • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of May 14, 2013 (the “Effective Date”), by and between BankFinancial, F.S.B. (the “Bank”), a federally chartered stock savings bank having its principal office at 15W060 North Frontage Road, Burr Ridge, Illinois, and William J. Deutsch, Jr (“Executive”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 27th, 2019 • BankFinancial CORP • Savings institution, federally chartered • New York

This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of February 26, 2019, by and among (i) FINANCIAL EDGE FUND, L.P., FINANCIAL EDGE - STRATEGIC FUND, L.P., PL CAPITAL/FOCUSED FUND, L.P., and GOODBODY/PL CAPITAL, L.P., (individually, each a "Seller" and collectively, the "Sellers"), and (ii) BANKFINANCIAL CORPORATION, a Maryland corporation (the "Company").

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RESTATED STANDSTILL AGREEMENT
Restated Standstill Agreement • February 27th, 2019 • BankFinancial CORP • Savings institution, federally chartered • Maryland

This AMENDMENT TO RESTATED STANDSTILL AGREEMENT (this “Amendment”) is made as of February 26, 2019, by and among BANKFINANCIAL CORPORATION, a Maryland corporation (“BFIN”), on the one hand, and FINANCIAL EDGE FUND, L.P., FINANCIAL EDGE - STRATEGIC FUND, L.P., PL CAPITAL/FOCUSED FUND, L.P., GOODBODY/PL CAPITAL, L.P., PL CAPITAL, LLC, PL CAPITAL ADVISORS, LLC, GOODBODY/PL CAPITAL, LLC, LASHLEY FAMILY 2011 TRUST, ALBERNET OU, DR. IRVING SMOKLER, BETH LASHLEY, JOHN W. PALMER and RICHARD J. LASHLEY (collectively, the “PL Capital Parties”) on behalf of themselves and their affiliates, on the other hand. BFIN and the PL Capital Parties together, collectively, shall be referred to in this Amendment as the “Parties”.

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RETIREMENT AGREEMENT
Retirement Agreement • October 20th, 2008 • BankFinancial CORP • Savings institution, federally chartered • Illinois

THIS RETIREMENT AGREEMENT (this “Agreement”) is made effective as of the 20th day of October, 2008 (the “Agreement Date”), by and between BankFinancial Corporation (the “Corporation”), 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 Robert J. O’Shaughnessy (the “Executive”).

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CONSULTING AGREEMENT
Consulting Agreement • April 2nd, 2014 • BankFinancial CORP • Savings institution, federally chartered • Illinois

THIS CONSULTING AGREEMENT (this “Agreement”) is made effective as of the 31st day of March 2014, by and between BankFinancial, F.S.B. (the “Bank”) and Christa N. Calabrese (“Consultant”).

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AMENDMENT NO. 1 OF THE BANKFINANCIAL, F.S.B. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2013 • BankFinancial CORP • Savings institution, federally chartered

AMENDMENT NO. 1 of the AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between BankFinancial, F.S.B. (the “Bank”) and Name (the “Executive”) dated May 6, 2008 (the “Agreement”), which amendment is effective on December 31, 2012 (the “Effective Date”).

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Amendment No. 2 of the BankFinancial Corporation Employment Agreement
Employment Agreement • August 1st, 2017 • BankFinancial CORP • Savings institution, federally chartered

This “Amendment No. 2 of the BankFinancial Corporation Employment Agreement (the “Amendment”) is dated and made effective as of July __, 2017, and amends the Employment Agreement between BankFinancial Corporation (the “Company”) and James J. Brennan (“Executive”) dated as of October 20, 2008, as amended by “Amendment No. 1 of the BankFinancial Corporation Employment Agreement” dated as of December 31, 2012, and as otherwise amended or extended from time to time.

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BANKFINANCIAL CORPORATION
Stock Appreciation Rights Award Agreement • September 5th, 2006 • BankFinancial CORP • Savings institution, federally chartered

The Participant specified below has been granted these Stock Appreciation Rights (“SARs”) by BANKFINANCIAL CORPORATION, a Maryland corporation (the “Company”), under the terms of the BANKFINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN (the “Plan”). The SARs shall be subject to the terms of the Plan as well as the following terms and conditions set forth herein (the “SAR Terms”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG BANKFINANCIAL CORPORATION, KENDACHS CORPORATION AND DG BANCORP, INC. Dated as of September 13, 2010
Merger Agreement • September 13th, 2010 • BankFinancial CORP • Savings institution, federally chartered • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of September 13, 2010, by and among BANKFINANCIAL CORPORATION, a Maryland corporation (“Buyer”), KENDACHS CORPORATION, a Delaware corporation and wholly-owned subsidiary of Buyer (“Merger Co.”) and DG BANCORP, INC., a Delaware corporation (the “Company”). Buyer, Merger Co. and the Company are referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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Amendment No. 2 of the BankFinancial Corporation Employment Agreement
Employment Agreement • August 1st, 2017 • BankFinancial CORP • Savings institution, federally chartered

This “Amendment No. 2 of the BankFinancial Corporation Employment Agreement (the “Amendment”) is dated and made effective as of July __, 2017, and amends the Employment Agreement between BankFinancial Corporation (the “Company”) and Paul A. Cloutier (“Executive”) dated as of October 20, 2008, as amended by “Amendment No. 1 of the BankFinancial Corporation Employment Agreement” dated as of December 31, 2012, and as otherwise amended or extended from time to time.

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FIFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 13th, 2005 • BankFinancial CORP • Savings institution, federally chartered • Illinois

This FIFTH AMENDMENT TO LOAN AGREEMENT (this “Fifth Amendment”), dated as of March 22, 2005, is entered into by and between BANKFINANCIAL CORPORATION, a federal corporation and a subsidiary savings and loan holding company (the “Borrower”), BANKFINANCIAL CORPORATION MHC, INC. (formerly known as Financial Federal MHC, Inc.), a federally chartered mutual holding company and the parent of Borrower (the “Parent”), and JP MORGAN CHASE BANK, N.A. (successor in interest to American National Bank and Trust Company of Chicago), a national banking association (the “Lender”).

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Consulting Agreement
Consulting Agreement • December 17th, 2019 • BankFinancial CORP • Savings institution, federally chartered • Illinois

This Consulting Agreement (this “Agreement”) is made effective as of the 18th day of December 2019, by and between BankFinancial N.A. (the “Bank”), and William J. Deutsch, Jr. (the “Consultant”).

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RP FINANCIAL, LC.
Appraisal Services Agreement • September 23rd, 2004 • BankFinancial CORP

This letter sets forth the agreement between BankFinancial Corporation, Olympia Fields, Illinois (the “Company”) and RP Financial, LC. (“RP Financial”) for independent appraisal services should the Board of Directors of the Company decide to proceed with a stock offering (the “Stock Offering”). The specific appraisal services to be rendered by RP Financial are described below. These appraisal services will be rendered by a team of two to three senior consultants on staff and will be directed by the undersigned.

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AMENDMENT TO THE BANKFINANCIAL CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • October 20th, 2008 • BankFinancial CORP • Savings institution, federally chartered

WHEREAS, BANKFINANCIAL Corporation (the “Company”) and ROBERT J. O’SHAUGHNESSY (the “Participant”) have entered into that certain Restricted Stock Award Agreement dated as of September 5, 2006 (the “Agreement”); and

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Amendment No. 2 of the BankFinancial Corporation Employment Agreement
Employment Agreement • August 1st, 2017 • BankFinancial CORP • Savings institution, federally chartered

This “Amendment No. 2 of the BankFinancial Corporation Employment Agreement (the “Amendment”) is dated and made effective as of July __, 2017, and amends the Employment Agreement between BankFinancial Corporation (the “Company”) and F. Morgan Gasior (“Executive”) dated as of October 20, 2008, as amended by “Amendment No. 1 of the BankFinancial Corporation Employment Agreement” dated as of December 31, 2012, and as otherwise amended or extended from time to time.

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AGREEMENT REGARDING CANCELLATION OF EMPLOYMENT AGREEMENTS AND RELEASE OF CLAIMS
Cancellation of Employment Agreements and Release of Claims • March 11th, 2019 • BankFinancial CORP • Savings institution, federally chartered • Illinois

This Agreement Regarding Cancellation of Employment Agreements and Release of Claims (this “Agreement and Release”), dated and effective as of March 5, 2019 (the “Effective Date”, by and among BankFinancial Corporation (the “Company”), BankFinancial, National Association, formerly known as BankFinancial, F.S.B. (the “Bank”) and James J. Brennan (“Executive”) has been entered into to resolve any and all claims between the parties relating to the cancellation of the Executive’s employment agreements.

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BANKFINANCIAL CORPORATION SHARES (MAXIMUM OFFERED IN CONVERSION) COMMON STOCK (PAR VALUE $0.01 PER SHARE) SELECTED DEALER’S AGREEMENT
Selected Dealer’s Agreement • November 10th, 2004 • BankFinancial CORP • Savings institution, federally chartered
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ASSET PURCHASE AGREEMENT BY AND BETWEEN BANKFINANCIAL, F.S.B. AND CITIBANK, N.A. DATED AS OF MARCH 10, 2011
Asset Purchase Agreement • March 11th, 2011 • BankFinancial CORP • Savings institution, federally chartered • Illinois

This ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of March 10, 2011, is being executed by and between BankFinancial, F.S.B., a federal savings bank (“Purchaser”) and Citibank, N.A., a national banking association (“Seller”).

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BANKFINANCIAL CORPORATION
Restricted Stock Unit Award Agreement • September 5th, 2006 • BankFinancial CORP • Savings institution, federally chartered

The Participant specified below has been granted these Restricted Stock Units (“RSUs”) by BANKFINANCIAL CORPORATION, a Maryland corporation (the “Company”), under the terms of the BANKFINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN (the “Plan”). The RSUs shall be subject to the terms of the Plan as well as the following terms and conditions set forth herein (the “RSU Terms”).

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RETIREMENT AGREEMENT
Retirement Agreement • April 2nd, 2014 • BankFinancial CORP • Savings institution, federally chartered • Illinois

THIS RETIREMENT AGREEMENT (this “Agreement”) is made effective as of the 31st day of March 2014 (the “Agreement Date”), by and among BankFinancial Corporation (the “Corporation”), BankFinancial, F.S.B. (the “Bank” or “Employer”), a federally chartered stock savings bank having its principal office at 15W060 North Frontage Road, Burr Ridge, Illinois, and Christa N. Calabrese (“Executive”).

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SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • April 14th, 2021 • BankFinancial CORP • Savings institution, federally chartered • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 14, 2021, and is made by and among BANKFINANCIAL CORPORATION, a Maryland corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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