EXHIBIT 10.12
MAF BANCORP, INC.
FORM OF LONG-TERM INCENTIVE COMPENSATION AWARD AGREEMENT
Type of Award: Performance Share Units
Name of Recipient: APPENDIX A
Number of
Performance
Unit Awards: APPENDIX A
Effective Date of
Award: [Date]
Performance Period
Applicable to Award: [Dates]
Performance
Criteria/ Value of
Performance
Unit Awards: (a) The total value of the award is to be determined on [Date].
(b) The award will have no value unless the stock price
appreciation and reinvested dividends ("Total Shareholder
Return") of MAF Bancorp, Inc. common stock during the three
year performance period (determined at the end of such
period) is ___% or greater.
(c) Assuming the criteria in (b) above is met, the value of each
performance unit award will be determined based on the Total
Shareholder Return of MAF Bancorp, Inc. common stock for the
three-year performance period (determined at the end of such
period) relative to the total returns of the companies in
the S & P 500 index for this same period. The Company's
percentile rank in Total Shareholder Return shall be
determined by subtracting from 100%, the percentage
determined by dividing the sum of (a) one, plus (b) the
number of companies included in the S&P 500 Index at the end
of the applicable performance period who have a Total
Shareholder Return greater than that of the Company, by (c)
501. Specific values are to be based on the following chart:
MAF Bancorp Total Shareholder
Return Percentile Rank Among Performance Unit
S & P 500 Index Companies Value
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50th $ 50
55th 75
60th 100
65th 117
70th 133
75th 150
80th 167
85th 183
90th 200
Award Payments: To be made in cash within 30 days of the date in which the
Committee certifies in writing the extent to which the
applicable Performance Criteria were, in fact, achieved and
the amounts to be paid or delivered as a result thereof.
Effect of
Termination of
Employment
because of:
(a) Death, Disa-
bility or
Retirement: The recipient will be entitled to a pro rata payment (at the
same time active participants receive their award payments)
based on the number of full months of employment during such
Performance Period relative to the total months in the
original Performance Period (normally 36 months).
(b) Cause: The recipient will forfeit all rights relative to the
performance unit awards.
(c) Change in
Control: The Performance Period shall be deemed to have ended as of
the end of the latest calendar quarter preceding the closing
of any change in control transaction. The award shall then
be reduced based on the ratio of the number of months
completed in the performance period to the original number
of months in the performance period.
(d) other reasons: The recipient will forfeit all rights relative to the
Performance Unit Awards.
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Definitions.
(a) "Affiliate" means the Company and any other direct or indirect
subsidiary of the Company.
(b) "Change in Control" shall mean any of the following events:
(i) a change in control which would be required to be reported in
response to Item 1 of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000
(xxx "Xxxxxxxx Xxx"); or
(ii) a change in control of MAF Bancorp, Inc. (the "Company") or
Mid America Bank (the "Bank") within the meaning of the Home Owners Loan Act of
1933, as amended, and the Rules and Regulations promulgated by the Office of
Thrift Supervision (or its predecessor agency), as in effect on the date hereof,
including Section 574 of such regulations; or
(iii) without limitation, at such time as any "person" (as the
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, or makes an offer to purchase and completes the
purchase of securities, of the Bank or Company representing 20% or more of the
Bank's or Company's outstanding securities ordinarily having the right to vote
at the election of directors except for (i) any securities purchased by the
employee stock ownership plan and trust of the Company or a subsidiary or (ii)
any securities of the Bank owned by the Company; or
(iv) individuals who constitute either the Company's Board of
Directors on the date hereof (the "Incumbent Board"), or the Bank's Board of
Directors on the date hereof (the "Bank Incumbent Board"), cease for any reason
to constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board or the
Bank Incumbent Board, as the case may be, or whose nomination for election by
the stockholders was approved by the Nominating Committee serving under the
Incumbent Board or the Bank Incumbent Board, shall be, for purposes of this
clause (d), considered as though such individual was a member of the Incumbent
Board or the Bank Incumbent Board, as the case may be; or
(v) a plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of the Bank or Company or similar transaction
occurs; or
(vi) a proxy statement shall be distributed soliciting proxies from
stockholders of the Company, by someone other than the current management of the
Company, seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Company or Bank or similar transaction with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to such plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Company and such
proxy statement proposal is approved by the shareholders of the Company; or
(vii) a tender offer is made and completed for 20% or more of the
outstanding securities of the Company.
However, notwithstanding anything contained in this section to the
contrary, a Change in Control shall not be deemed to have occurred as a result
of an event described in (i), (ii), (iii), (v) or (vii) above which resulted
from an acquisition or proposed acquisition of stock of the Company by a person,
as defined in the OTS' Acquisition of Control Regulations (12 C.F.R. ss. 574)
(the "Control Regulations"), who was an executive officer of the Company on the
date of the adoption of the MAF Incentive Compensation Plan and who has
continued to serve as an executive officer of the Company as of the date of the
event described in (i), (ii), (iii), (v) or (vii) above (an "incumbent
officer"). In the event a group of individuals acting in concert satisfies the
definition of "person" under the Control Regulations, the requirements of the
preceding sentence shall be satisfied and thus a change in
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control shall not be deemed to have occurred if at least one individual in the
group is an incumbent officer.
(c) "Resignation" means Employee's relinquishment of service as an employee
with the Company and all Affiliates.
(d) "Retirement" means any Resignation or Termination of employment with
the Company and all Affiliates, other than due to death or Termination for
Cause, (i) on or after the Employee's normal retirement date or early retirement
date as from time to time set forth under any tax-qualified plan of the Company
or any Affiliate which covers the Employee.
(e) "Termination" means a termination of the employment of Employee by the
Company and all of its Affiliates for any reason, other than Resignation or a
Termination For Cause, including, but not limited to, permanent disability (as
determined by the Committee in accordance with the Code after receipt of medical
advice) or death.
(f) "Termination For Cause" means a termination of the employment of
Employee by the Company or any Affiliate due to:
(i) The commission by Employee, as reasonably determined by the
Committee, of any theft, embezzlement or felony against, or in a matter related
to, the Company or any Affiliates;
(ii) The commission of an unlawful or criminal act by Employee
resulting in material injury to the business or property of the Company or
Affiliates or of an act generally considered to involve moral turpitude, all as
reasonably determined by the Committee;
(iii) The commission of an intentional act by Employee in the
performance of Employee's duties as an employee of the Company or any Affiliate
amounting to gross negligence or misconduct or resulting in material injury to
the business or property of the Company or Affiliates, all as reasonably
determined by the Committee;
(iv) Gross misconduct in, or the continued and willful refusal
by the Optionee after written notice by the Company to make himself available
for, the performance of the Optionee's duties for the Company or a subsidiary;
or
(v) Suspension due to the direction of any authorized bank
regulatory agency that the Optionee be relieved of his duties and
responsibilities to the Company or a subsidiary.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective on
the ___ day of __________, 20__.
MAF BANCORP, INC.
By:
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Its:
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EMPLOYEE
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Printed Name:
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APPENDIX A
NUMBER OF PERFORMANCE
NAME OF RECIPIENT UNIT AWARDS
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[Name] [Number]
