EXHIBIT 99.4
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FORM OF MAF BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE:_______________
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 31st day of
December, 1998 by MAF BANCORP, INC., a Delaware corporation ("MAF").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of Westco Bancorp,
Inc., a Delaware corporation ("Westco"), which were granted to Optionee under
the Westco Bancorp, Inc. 1992 Incentive Stock Option Plan for Outside Directors
(the "Directors Stock Option Plan") and are evidenced by a Stock Option
Agreement(s) (the "Option Agreement(s)") between Westco and Optionee, which are
incorporated by reference herein.
WHEREAS, effective as of December 31, 1998, Westco has merged with
and into MAF (the "Merger") pursuant to the Amended and Restated Agreement and
Plan of Reorganization (the "Merger Agreement"), dated as of August 17, 1998, by
and between MAF and Westco;
WHEREAS, the Merger Agreement provides for the conversion of all
outstanding options under the Stock Option Plan into options to purchase MAF
common stock ("MAF Stock");
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the Merger is 1.395 of MAF
common stock ("MAF Stock") for each outstanding share of Westco common stock
("Westco Stock");
WHEREAS, this Stock Option Assumption Agreement is to become
effective immediately in order to reflect certain adjustments to Optionee's
outstanding options under the Stock Option Plan, which have become necessary by
reason of the conversion of those options in connection with the Merger;
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Westco Stock subject to the stock options
held by Optionee under the Director's Stock Option Plan immediately prior to the
Effective Time (as defined in the Merger Agreement) of the Merger (the "Westco
Options") and the exercise price payable per share are set forth in Exhibit A
hereto. MAF hereby assumes, as of the Effective Time, including with respect to
any limited rights granted to an Optionee, all the duties and obligations of
Westco under each of the Westco Options as set forth in the Director's Stock
Option Plan and the Optionee's Option Agreement(s). In connection with such
assumption, the number of shares of MAF Stock purchasable under each Westco
Option and the exercise price payable thereunder have been adjusted to reflect
the Exchange Ratio in a manner consistent with the Merger Agreement.
Accordingly, the number of shares of MAF Stock subject to each Westco Option
shall be as specified for that option in attached Exhibit A, and the adjusted
exercise price payable per share of MAF Stock under the Westco Option shall be
as indicated for that option in attached Exhibit A.
2. The following provisions shall govern each Westco Option hereby
assumed by MAF:
a. Unless the context otherwise requires, all references
in each Option Agreement and in the Director's Stock Option Plan (as
incorporated into such Option Agreement) (i) to the "Company" shall
mean MAF, (ii) to "Stock" shall means shares of MAF Stock, (iii) to
the "Board" shall mean the Board of Directors of MAF and (iv) to the
"Committee" shall mean the Compensation Committee of the MAF Board
of Directors.
b. The grant date and the expiration date of each Westco
Option and all other provisions which govern either the
exercisability or the termination of the Westco Option shall remain
the same as set forth in the Option
Agreement applicable to that option and the provisions of the
Director's Stock Option Plan, and shall accordingly govern and
control Optionee's rights under this Stock Option Assumption
Agreement to purchase MAF Stock.
c. For purposes of applying any and all provisions of
the Option Agreement relating to Optionee's status as a director,
Optionee shall be deemed to continue in such status as a director
for so long as Optionee renders services as an employee of MAF or
any present or future MAF subsidiary (within the meaning of a
"subsidiary corporation" as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended). Accordingly, the
provisions of the Option Agreement governing the termination of the
Westco Options upon Optionee's cessation of service as a director of
Westco shall hereafter be applied on the basis of Optionee's
cessation of employee status with MAF and its subsidiaries, and each
Westco Option shall accordingly terminate, within the designated
time period in effect under the Option Agreement for that option,
following such cessation of service as a director of MAF and its
subsidiaries.
d. The adjusted exercise price payable for the MAF Stock
subject to each Westco Option shall be payable in any of the forms
authorized under the Stock Option Plan and the Option Agreement
applicable to that option.
e. Upon the exercise of a converted limited right
assumed by MAF, the Optionee shall receive (i) cash as provided
under such limited right, or (ii) if so determined by the Committee,
shares of MAF Stock having a fair market value equal to the cash
that otherwise would have been payable in connection therewith.
f. In order to exercise each Westco Option, Optionee
must deliver to MAF a written notice of exercise in which the number
of shares of MAF Stock to be purchased thereunder must be indicated.
The exercise notice must be accompanied by payment of the adjusted
exercise price payable for the purchased shares of MAF Stock and
should be delivered to MAF at the following address:
MAF Bancorp, Inc.
Attn: Xxxxxxx X. Xxxxxxx
00xx & Xxxxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000
3. Except to the extent specifically modified by this Stock Option
Assumption Agreement, all of the terms and conditions of each Option Agreement
as in effect immediately prior to the Merger shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
IN WITNESS WHEREOF, MAF has caused this Stock Option Assumption
Agreement to be executed on its behalf by its duly authorized officer as of the
____ day of _______________, 1998.
MAF BANCORP, INC.
By:______________________________________
Title:___________________________________
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ACKNOWLEDGMENT
The undersigned acknowledges receipt of this foregoing Stock Option
Assumption Agreement and understands and acknowledges that all rights and
liabilities with respect to each of his or her Westco Options hereby assumed by
MAF are as set forth only in the Option Agreement, the Director's Stock Option
Plan and this Stock Option Assumption Agreement and that no other agreements
exist with respect to his or her Westco Options. The undersigned also
acknowledges that, except to the extent specifically modified by this Stock
Option Assumption Agreement, all of the terms and conditions of the Option
Agreement as in effect immediately prior to the effective time shall continue in
full force and effect and shall not in any way be amended, revised or otherwise
affected by this Stock Option Assumption Agreement. The undersigned further
acknowledges that the Westco Option or Options described in Exhibit A hereto
constitute all of the options or other rights to purchase Westco Stock that he
or she owned immediately prior to the effective time of the Merger.
________________, Optionee
DATED:
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares
of Westco Bancorp, Inc.
(Pre-Merger)
DATE OF OPTION AGREEMENT NUMBER OF OPTIONS EXERCISE PRICE
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Optionee's Outstanding Options to Purchase Shares
of MAF Bancorp, Inc. Common Stock
(Post-Merger)
DATE OF OPTION AGREEMENT ADJUSTED NUMBER OF OPTIONS ADJUSTED EXERCISE PRICE
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(1.395 times Number of Options set forth (Exercise Price set forth above
above) divided by 1.395)
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