EXHIBIT 10.26
AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
--------------------------------------------
This Amendment is entered into as of November 24, 2003 to amend that certain
Deferred Compensation Agreement dated January 1, 1996 (the "Agreement"), which
Agreement is currently in effect between Xxxxxx X. Xxxxxxx, St. Xxxxxxx Bank,
F.S.B. (in its own capacity and in its capacity as successor by merger to Bank
Wisconsin) and St. Xxxxxxx Capital Corporation.
Effective upon the merger of St. Xxxxxxx Capital Corporation and MAF Bancorp,
Inc. in accordance with the terms of an Agreement and Plan of Reorganization
dated May 20, 2003, which contemplates the merger of those two entities and
their respective subsidiaries, St. Xxxxxxx Bank, F.S.B. and Mid America Bank,
FSB, the Agreement is amended to add the following additional Section:
15. Notwithstanding any other provision of this Agreement to the contrary:
a. No further deferrals or accruals (other than interest) shall be on
behalf of Xxxxxx X. Xxxxxxx pursuant to Section 2(a) of this Agreement.
b. The merger of St. Xxxxxxx Capital Corporation and MAf Bancorp, Inc.
in accordance with the terms of Agreement and Plan of Reorganization dated
May 20, 2003, which contemplates the merger of those two entities and their
respective subsidiaries, St. Xxxxxxx Bank, F.S.B. and Mid America Bank,
FSB, shall not be deemed a "change in control" for purposes of Section 7 of
this Agreement.
IN WITNESS WHEREOF, the parties have made this amendment as of the date first
set forth above.
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
ST. XXXXXXX CAPITAL CORPORATION
By: /s/ Xxx X. Xxxxxxxx
-------------------------------
Xxx X. Xxxxxxxx, Exec. V.P.
ST. XXXXXXX BANK, F.S.B.
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx, President
AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
BETWEEN ST. XXXXXXX BANK, F.S.B. AND
XXXXXX X. XXXXXXX
This Agreement by and between St. Xxxxxxx Bank, F.S.B. (the "Bank") and Xxxxxx
X. Xxxxxxx (the "Director") is dated as of January 19, 1999.
WHEREAS, the Director has previously entered into a Deferred Compensation
Agreement with St. Xxxxxxx Savings and Loan Association, the predecessor to the
Bank, which Agreement is dated December 17, 1986, and was subsequently amended
as of October 22, 1997;
WHEREAS, the Agreement, as amended, provides that benefits shall be paid to the
Director in monthly installments of $2,000; and
WHEREAS, the Bank and the Director wish to amend the distribution terms to
provide that benefits shall be paid in monthly installments of $4,000,
NOW, THEREFORE, in consideration of the premises, the parties agree as follows:
1. Effective January 1, 1999, Director's benefits under the Agreement as
amended shall be paid in monthly instalments of $4,000.
2. The remaining terms of the Agreement, as amended, shall continue in effect.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first set forth above.
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
ST. XXXXXXX BANK, F.S.B.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
AMENDED
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made this 1st day of January, 1996, between ST. XXXXXXX
CAPITAL CORPORATION, ST. XXXXXXX BANK, F.S.B. (the "Bank"), BANK WISCONSIN
(collectively referred to as the "Controlled Group") and Xxxxxx X. Xxxxxxx, (the
"Director").
WHEREAS, Director has previously entered into a deferred compensation
agreement with the Bank, the sole member of the Controlled Group paying
directors' fees prior to January 1, 1996, and
WHEREAS, each member of the Controlled Group will now pay directors' fees,
and
WHEREAS, the parties to this Agreement wish to amend the prior agreement to
reflect the payment of Directors' fees by other members of the Controlled Group.
NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:
1. Director's Fee. Effective January 1,1996 and continuing through
December 31, 1998, the Director hereby elects to defer his monthly
Director's fees, meeting fees, and committee fees commencing as
follows:
St. Xxxxxxx Capital Corporation $15,000.00
St. Xxxxxxx Bank, F.S.B. $_________
Bank Wisconsin $_________
Total $15,000.00
Director may elect to increase or decrease his deferral election for any
year by delivering a notice, to the Bank; provided, however that the
Director's total deferrals from all members of the Controlled Group may not
be terminated or reduced below $15,000.00 per year without the Bank's
express consent. If Director ceases to be a member of the Board, he shall
be deemed to have terminated his deferral. If the Director should terminate
his deferral prior to December 31, 1998 for any reason other than
Director's death, Director's benefits under this Agreement shall be payable
pursuant to paragraph 5.
2. Deferred Benefit Account. The Bank shall establish a Deferred Benefit
Account on its books for Director reflecting the amount Director has
elected to defer from each member of the Controlled Group, and shall credit
to Director's Deferred Benefit Account the following amounts at the times
specified:
(a) The compensation that the Director elects to defer pursuant to
paragraph 1 above, credited as of the date the Director would otherwise
have received the compensation.
(B) As of each April 30, an amount equal to the interest earned since the
last preceding April 30. Interest shall be calculated using the rate one
(1) percentage point over the composite yield on
-1-
Xxxxx'x Long Term Bond Index rate in effect on the preceding April 30.
The interest rate shall be applied to the average balance in the
Deferred Benefit Account since the last April 30. The average balance
shall be determined by adding the balance as of the end of each month in
the year and dividing by 12. Interest will be compounded annually and
will continue to be credited on any undistributed balance. A Director's
Deferred Benefit Account shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to the Director
pursuant to this Agreement. A Director's Deferred Benefit Account shall
not constitute or be treated as a trust fund of any kind. Title to and
beneficial ownership of any assets, which the Bank may earmark to pay
deferred compensation hereunder, shall at all times remain in the Bank,
and the Director shall at all times remain in the Bank, and the Director
shall not have any interest in specific assets of the Bank by virtue of
this Agreement. The Bank shall provide Director within 120 days after
each April 30, a statement in such form as the Bank deems desirable
setting forth the balance to the credit of Director in his Deferred
Benefit Account as of April 30.
3. Retirement Benefits. Upon Director's attainment of age 65, Bank shall pay
Director as compensation for services rendered prior to such date a benefit
equal to the amount of his Deferred Benefit Account determined as of the
April 30 coincident with or next following Director's age 65. The
retirement benefit shall be paid over a period of 10 years. If Director
should die at a time when payments under this paragraph are due to commence
or have commenced and before the payments provided for herein have been
made, the unpaid balance will continue to be paid in installments to his
designated beneficiary until such time as a total of all payments have been
made. The portion of the Director's Account to be paid to the Director
during each year shall be as follows:
Installment No. Portion of Account to be Paid
--------------- -----------------------------
1 1/10
2 1/9
3 1/8
4 1/7
5 1/6
6 1/5
7 1/4
8 1/3
9 1/2
10 Remaining Balance
4. Survivor Benefits. Upon Director's death prior to age 65, the Bank shall
pay Director's designated beneficiary the balance in the Director's
Deferred Benefit Account over a period of 10 years as provided in paragraph
3.
5. Termination of Deferrals. Notwithstanding paragraphs 3 and 4 above, if
Director terminates deferrals prior to DECEMBER 31, 1998 for any reason
other than the Director's death or a change in control as described in
paragraph 7, Director shall be paid a lump sum amount equal to his Deferred
Benefit Account on April 30 immediately following the date six years from
the date of the prior deferred compensation agreement with the Bank.
6. Frequency of Payment. Payments to be made pursuant to paragraph 3 and
paragraph 4 shall be
-2-
made in monthly instalments. The Bank may, in its absolute discretion,
accelerate the payment of any amounts provided herein to the extent it
desires, or commute any installment payments into a single lump sum payment
equal to the present value of the right to receive such future installment
payments. In the calculation of lump sum present value, Bank shall use an
interest rate equal to the average interest rate obtained in three
quotations from commercial insurers licensed to do business in Wisconsin
for a fixed term annuity corresponding to the remaining future installments
being commuted.
7. Change in Control. In the event of a "change in control", the Bank shall
pay Director a lump sum equal to his Deferred Benefit Account within 60
days following such event. For purposes of this Agreement, a "change in
control" shall mean a change in control with respect to the Bank or its
parent holding company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under
the Securities Exchange Act of 1934, as amended ("Exchange Act") or any
successor thereto; provided that, without limitation, such a change in
control shall be deemed to have occurred if (i) any "person" (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities representing 25% or more of the
combined voting power of the Bank or holding company's then outstanding
securities; or (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors of
the Bank or company cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by
stockholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.
8. Designation of Beneficiaty. Director shall have the right to designate a
beneficiary or beneficiaries to receive any death benefit provided herein.
Such designation of beneficiary shall be delivered in writing to Bank and
may be changed by Director, at any time by written notice delivered to
Bank. If no beneficiary has been designated or if the designated
beneficiary does not survive the Director, the death benefit shall be
payable to Director's estate. If the beneficiary or beneficiaries who
survive Director die before receiving the full amount of any benefits
payable hereunder, such benefits shall be paid to the estate of the last
such beneficiary to die.
9. No Trust Created. Nothing contained in this Agreement, and no action taken
pursuant to the provisions of this Agreement, shall create or be construed
to create a trust of any kind, or fiduciary relationship between the Bank
and Director, his designated beneficiary or any other person. Any funds
which may be invested or assets which may be acquired by Bank relating to
this Agreement shall continue for all purposes to be a part of the general
funds of Bank and no person other than Bank shall by virtue of the
provisions of this Agreement have any interest in such funds or assets. To
the extent that any person acquires a right to receive payment from Bank
under this Agreement, such right shall be no greater than the right of any
unsecured general creditor of Bank.
10. Assignment Not Permitted. Except as provided in paragraph 8 hereof, the
right of Bank or any other person to the payment of deferred compensation
or other benefits under this Agreement shall no be assigned, transferred,
pledged or encumbered.
11. Duty of Cooperation. The Director shall, as a condition precedent to the
receipt of any benefits
-3-
under this Agreement, cooperate- with the Bank in undergoing any medical
examinations and providing any information reasonably necessary in
connection with the Agreement. In the event of the Director's death during
the first two (2) years of his participation, then should such death have
been a suicide or should Director be uninsurable or should the Director
have made any material misstatement or failed to make a material disclosure
of information in any documentation which the Director is requested to
complete ,in connection with this Agreement, no death benefits under the
terms of this Agreement will be payable other than a return of Director's
prior deferrals without interest, unless and to the extent that the Board
of Directors of Bank, in their absolute discretion, may otherwise
determine.
12. Agreement Binding. This Agreement shall be binding on and inure to the
benefit to Bank, its successors and assigns and of Director and his heirs,
executors, administrators and legal representatives. This instrument
contains the entire agreement between the parties and may not be amended
orally, but only by agreement in writing signed by both parties.
13. Competence of Payees. Every person receiving or claiming payments hereunder
shall be conclusively presumed to be mentally competent until the date on
whcih the Bank receives written notice, in form and manner acceptable to
it, that such person is incompetent and that a guardian, conservator, or
other person legally vested with the management of his estate has been
appointed. In the event a guardian or conservator of the estae or any
person receiving or claiming payment hereunder shall be appointed by a
court of competent jurisdicition, payments may be made to such guardian or
conservator provided that proper proof of appointment and continuing
qualificaiton is furnished in a form and manner acceptable to the Bank. Any
such payment so made shall be a complete discharge of liability therefor.
14. Taxes. To the extent required by the law in effect at the time payments are
made, the Bank shall withhold any taxes required to be withheld by the
federal or any state or local government form payments made hereunder.
-4-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
ST. XXXXXXX CAPITAL CORPORATION
(Corporate Seal) By: /s/ Xxxxx X. Xxxx
-------------------------------
Secretary
ST. XXXXXXX BANK, F.S.B.
(Corporate Seal) By: /s/ Xxxxx X. Xxxx
-------------------------------
Secretary
BANK WISCONSIN
(Corporate Seal) By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
Director's Signature
-5-
