SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MAF BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14a.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS 60514
(630) 325-7300
September 20, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
(the "Meeting") of MAF Bancorp, Inc. ("MAF Bancorp" or the "Company") which will
be held on October 23, 1996 at Marie's Ashton Place, 341 W. 75th Street,
Willowbrook, Illinois 60514, at 10:00 a.m.
The attached Notice of the Annual Meeting and Proxy Statement describe
the formal business to be transacted at the Meeting. Directors and officers of
MAF Bancorp as well as a representative of KPMG Peat Marwick LLP will be present
at the Meeting to respond to any questions from our shareholders regarding the
business to be transacted.
The Board of Directors of MAF Bancorp has determined that the matters
to be considered at the Meeting are in the best interests of the Company and its
shareholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends a vote "FOR" each matter to be considered.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN THE ENCLOSED PROXY
CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE. YOUR COOPERATION IS APPRECIATED
SINCE A MAJORITY OF THE COMMON STOCK MUST BE REPRESENTED, EITHER IN PERSON OR BY
PROXY, TO CONSTITUTE A QUORUM FOR THE CONDUCT OF BUSINESS.
On behalf of the Board of Directors and all the employees of the
Company and Mid America Federal Savings Bank, I wish to thank you for your
continued support.
Sincerely yours,
/s/ Allen H. Koranda
Allen H. Koranda
Chairman of the Board and
Chief Executive Officer
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55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS 60514
(630) 325-7300
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 23, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of MAF Bancorp, Inc. ("MAF Bancorp" or the "Company") will be held at
Marie's Ashton Place, 341 W. 75th Street, Willowbrook, Illinois 60514 on October
23, 1996 at 10:00 a.m.
The Meeting is for the purpose of considering and voting upon the
following matters:
1. The election of three directors for terms of office of three
years each or until their successors are elected and qualified;
2. The approval of amendments to the MAF Bancorp, Inc. 1990
Incentive Stock Option Plan;
3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of MAF Bancorp, Inc. for the fiscal year
ending June 30, 1997; and
4. Such other matters as may properly come before the Meeting or
any adjournments thereof, including whether or not to adjourn
the Meeting.
The Board of Directors has fixed September 20, 1996 as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting and at any adjournments thereof. Only record holders of the common
stock of the Company as of the close of business on such record date will be
entitled to vote at the Meeting or any adjournments thereof. In the event there
are not sufficient votes for a quorum or to approve or ratify any one or more of
the foregoing proposals at the time of the Meeting, the Meeting may be adjourned
in order to permit further solicitation of proxies by the Company. A list of
shareholders entitled to vote at the Meeting will be available at the Company's
offices located at Mid America Federal Savings Bank, 55th Street & Holmes
Avenue, Clarendon Hills, Illinois 60514, for a period of ten days prior to the
Meeting and will also be available at the Meeting itself.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE CORPORATE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY
EXECUTED PROXY BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE MEETING MAY
REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE PERSONALLY AT THE MEETING.
By Order of the Board of Directors
/s/ Carolyn Pihera
Carolyn Pihera
Corporate Secretary
Clarendon Hills, Illinois
September 20, 1996
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55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS 60514
---------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 23, 1996
---------------------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to shareholders of MAF
Bancorp, Inc. ("MAF Bancorp" or the "Company") in connection with the
solicitation by the Board of Directors of proxies to be used at the Annual
Meeting of Shareholders (the "Meeting") to be held at Marie's Ashton Place, 341
W. 75th Street, Willowbrook, Illinois 60514 on October 23, 1996 at 10:00 a.m.,
and at any adjournments thereof. The 1996 Annual Report to Shareholders and
Form 10-K, including the consolidated financial statements for the fiscal year
ended June 30, 1996, accompanies this Proxy Statement, which is first being
mailed to shareholders on or about September 23, 1996.
Regardless of the number of shares of common stock owned, it is
important that shareholders be represented by proxy or present in person at the
Meeting. Shareholders are requested to vote by completing the enclosed proxy
card and returning it signed and dated in the enclosed postage-paid envelope.
Shareholders are urged to indicate their vote in the spaces provided on the
proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS OF MAF BANCORP WILL BE
VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS'
NOMINEES AND FOR THE APPROVAL OR RATIFICATION OF THE OTHER SPECIFIC PROPOSALS
PRESENTED IN THIS PROXY STATEMENT.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxyholders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the Meeting or any adjournments thereof, including
whether or not to adjourn the Meeting.
1
A proxy may be revoked at any time prior to its exercise by the filing
of a written notice of revocation with the Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Meeting and voting in person. However, if you are a shareholder
whose shares are not registered in your own name, you will need additional
documentation from your record holder to vote personally at the Meeting.
The cost of solicitation of proxies in the form enclosed herewith will
be borne by the Company. In addition to the solicitation of proxies by mail,
Kissel-Blake, Inc., a proxy solicitation firm, will assist the Company in
soliciting proxies for the Meeting and will be paid a fee of $3,500, plus out-
of-pocket expenses. Proxies may also be solicited personally or by telephone or
telegraph by directors, officers and regular employees of the Company and Mid
America Federal Savings Bank (the "Bank"), without additional compensation
therefor. MAF Bancorp will also request persons, firms and corporations holding
shares in their names, or in the name of their nominees, which are beneficially
owned by others, to send proxy material to and obtain proxies from such
beneficial owners, and will reimburse such holders for their reasonable expenses
in doing so.
VOTING SECURITIES
The securities which may be voted at the Meeting consist of shares of
common stock of MAF Bancorp (the "Common Stock"), with each share entitling its
owner to vote on all matters to be voted on at the Meeting except as described
below. There is no cumulative voting for the election of directors. The close
of business on September 20, 1996, has been fixed by the Board of Directors as
the record date ("Record Date") for the determination of shareholders entitled
to notice of and to vote at the Meeting and any adjournments thereof. The total
number of shares of Common Stock outstanding on the Record Date was 10,485,480
shares.
As provided in the Company's Certificate of Incorporation, record
holders of Common Stock who beneficially own in excess of 10% of the outstanding
shares of Common Stock (the "Limit") are not entitled to any vote in respect of
the shares held in excess of the Limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as by persons acting
in concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all determinations
necessary to implement and apply the Limit, including determining whether
persons or entities are acting in concert, and (ii) to demand that any person
who is reasonably believed to beneficially own stock in excess of the Limit
supply information to the Company to enable the Board of Directors to implement
and apply the Limit.
The presence, in person or by proxy, of at least a majority of the
total number of shares of Common Stock entitled to vote (after subtracting any
shares in excess of the Limit pursuant to the provisions of Article Fourth of
the Company's Certificate of Incorporation) is necessary to constitute a quorum
at the Meeting. In the event there are not sufficient votes for a quorum or to
approve any proposal at the time of the Meeting, the Meeting may be adjourned in
order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a shareholder of record to vote "FOR" the election of
the nominees proposed by the Board, or to "WITHHOLD" authority to vote "FOR" one
or more of the nominees being proposed. Under Delaware law and the Company's
bylaws, directors are elected by a plurality of votes cast, without regard to
either (i) broker non-votes, or (ii) proxies as to which authority to vote for
one or more of the nominees being proposed is withheld.
2
As to the amendments to the MAF Bancorp, Inc. 1990 Incentive Stock
Option Plan being proposed for stockholder action in Proposal 2, the proxy card
being provided by the Board of Directors enables a stockholder to check the
appropriate box on the proxy card to (i) vote "FOR" the amendments to the Plan,
(ii) vote "AGAINST" the amendments to the Plan, or (iii) "ABSTAIN" from voting
on the amendments to the Plan. Under Delaware law, an affirmative vote of the
holders of a majority of the shares of Common Stock present at the Meeting, in
person or by proxy, and entitled to vote is required to constitute stockholder
approval of this proposal. Shares as to which the "ABSTAIN" box has been
selected on the proxy card with respect to Proposal 2 will be counted as present
and entitled to vote and will have the effect of a vote against the matter for
which the "ABSTAIN" box has been selected. In contrast, shares underlying
broker non-votes or in excess of the Limit will not be counted as present and
entitled to vote and will have no effect on the vote on each matter presented.
As to the ratification of KPMG Peat Marwick LLP as independent
auditors of the Company set forth in Proposal 3, and all other matters that may
properly come before the Meeting, by checking the appropriate box, you may:
(i) vote "FOR" the item; (ii) vote "AGAINST" the item or (iii) "ABSTAIN" with
respect to the item. Under the Company's bylaws, unless otherwise required by
law, such matters shall be determined by a majority of the votes cast, including
proxies marked "ABSTAIN" as to that matter. Shares underlying broker non-votes
will not be counted as present and entitled to vote.
Proxies solicited hereby will be returned to the proxy solicitor or
the Company's transfer agent, and will be tabulated by inspectors of election
designated by the Board, who will not be employed by, or a director of, the
Company or any of its affiliates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the
outstanding shares of Common Stock on the Record Date, as disclosed by such
persons and in certain reports regarding such ownership filed by such persons
with the Company and with the Securities and Exchange Commission, in accordance
with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Additionally, certain other publicly available Exchange
Act reports may provide information regarding the identities of persons or
groups who hold in excess of 5% of the Company's stock. Other than those
persons listed below, the Company is not aware of any person, as such term is
defined in the Exchange Act, that owns more than 5% of the Common Stock as of
the Record Date.
NAME AND ADDRESS NUMBER PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OF SHARES CLASS
- --------------- -------------------- ------------ -----------
Common Stock Northwestern Savings 646,648(1) 6.17%
and Loan Association
Employee Stock Ownership
Plan and Trust
2300 N. Western Avenue
Chicago, IL 60647
(1) The trustee of the Northwestern Savings and Loan Association Employee Stock
Ownership Plan and Trust ("NWSL ESOP"), Cole Taylor Bank, 850 West Jackson
Blvd., Chicago, Illinois has sole voting and dispositive power over 335,002
unallocated shares of Common Stock held in the Trust and shared voting and
dispositive power over 311,646 allocated shares of Common Stock held in the
Trust. Allocated shares will be voted by the ESOP trustee in accordance with
the instructions of participating employees. Unallocated shares will be
voted by the ESOP trustee in a manner calculated to most accurately reflect
the instructions it has received from participating employees regarding the
allocated shares as long as such vote is in accordance with the provisions
of the Employee Retirement Income Security Act of 1974, as amended.
3
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
With the exception of Allen Koranda and Henry Smogolski, no person
being nominated as a director under Proposal 1, "Election of Directors," is
being proposed for election pursuant to any agreement or understanding between
any person and MAF Bancorp. Pursuant to an employment agreement dated April 19,
1990, as amended, between Allen Koranda and MAF Bancorp, failure to nominate
Allen Koranda to the Board of Directors would constitute, if followed by his
voluntary or involuntary termination, an Event of Termination under his
employment agreement. Payments and other benefits due Allen Koranda following an
Event of Termination are described in detail in "Employment and Special
Termination Agreements." Pursuant to the merger agreement between MAF Bancorp
and N.S. Bancorp, Inc., the Company agreed to appoint Henry Smogolski as a
director of MAF Bancorp as soon as practicable after the closing of the merger.
In addition, executive officers are eligible to receive awards pursuant to the
MAF Bancorp, Inc. 1990 Incentive Stock Option Plan, amendments which are being
voted on under Proposal 2.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more then ten percent of a registered
class of the Company's equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than ten-
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file. To the Company's knowledge during
the year ended June 30, 1996, all Section 16(a) filing requirements were
complied with, as they related to the Company's executive officers, directors
and greater than ten-percent beneficial owners, except that Mr. Andrew J. Zych
inadvertently did not disclose 1,066 shares of Common Stock owned by his wife on
his otherwise timely filed initial report. Upon discovering the oversight, Mr.
Zych promptly amended his original filing to disclose the shares.
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to its bylaws, the number of directors of MAF Bancorp is set
at twelve (12), unless otherwise designated by the Board. On May 30, 1996, upon
the merger of N.S. Bancorp into MAF Bancorp, the number of directors of the
Company was designated to be increased from nine (9) to eleven (11). At such
time, Henry Smogolski, Chairman of the Board and Chief Executive Officer of N.S.
Bancorp, and Andrew J. Zych, Executive Vice President and director of N.S.
Bancorp were appointed as directors of the Company and the Bank. Following the
completion of his term of office ending on October 23, 1996, Richard Kallal will
be retiring as a director of the Company and the Bank. As a result, the Board
of Directors has designated that effective October 23, 1996, the number of
directors will be reduced to ten (10).
4
Directors are elected for staggered terms of three years each, with
the term of office of only one of the three classes of directors expiring each
year. Directors serve until their successors are elected and qualified. Each of
the members of the Board of Directors of MAF Bancorp also presently serves as a
director of the Bank.
The three nominees proposed for election at the Meeting are Allen
Koranda, Dr. Robert Bowles and Henry Smogolski. All nominees named are
presently directors of the Company and the Bank.
In the event that any such nominee is unable to serve or declines to
serve for any reason, it is intended that proxies will be voted for the election
of the balance of those nominees named and for such other persons as may be
designated by the present Board of Directors. The Board of Directors has no
reason to believe that any of the persons named will be unable or unwilling to
serve. UNLESS AUTHORITY TO VOTE FOR THE DIRECTORS IS WITHHELD, IT IS INTENDED
THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED, WILL BE
VOTED FOR THE ELECTION OF EACH OF THE NOMINEES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS AND OTHERS.
The following table sets forth, as of the Record Date, the names of
nominees, continuing directors, the retiring director and "Named Executive
Officers," as defined in "Executive Compensation-Summary Compensation Table,"
their ages, a brief description of their recent business experience, including
present occupations and employment, certain directorships held by each, the year
in which each became a director of the Bank, the year in which their term (or in
the case of nominees, their proposed term) as director of the Company expires,
and the amount of Common Stock and the percent thereof beneficially owned by
each and all directors and executive officers as a group as of the Record Date.
With the exception of Messrs. Hanauer, Ekl, Smogolski and Zych, all of the
listed nominees and continuing directors became directors of the Company in
August 1989 when MAF Bancorp was incorporated for the purpose of acquiring 100%
of the common stock of the Bank. Mr. Hanauer became a director of the Company
on April 24, 1990. Mr. Ekl became a director of the Company on April 26, 1995.
Mr. Smogolski and Mr. Zych became directors on May 30, 1996 as part of the terms
of the merger with N.S. Bancorp, Inc.
NAME AND PRINCIPAL OCCUPATION DIRECTOR OF SHARES OF COMMON OWNERSHIP AS A
AT PRESENT AND THE BANK EXPIRATION OF STOCK BENEFICIALLY PERCENT
FOR THE PAST FIVE YEARS AGE SINCE TERM AS DIRECTOR OWNED (1) OF CLASS
- --------------------------------- --- ----------- ---------------- --------------------- ---------------
NOMINEES
- --------
Allen H. Koranda................. 50 1972 1999 470,574(2) 4.41%
Chairman of the Board and Chief
Executive Officer of the Company
and the Bank. Mr. Koranda is the
brother of Kenneth Koranda and
the son of Hugo Koranda.
5
NAME AND PRINCIPAL OCCUPATION DIRECTOR OF SHARES OF COMMON OWNERSHIP AS A
AT PRESENT AND THE BANK EXPIRATION OF STOCK BENEFICIALLY PERCENT
FOR THE PAST FIVE YEARS AGE SINCE TERM AS DIRECTOR OWNED (1) OF CLASS
- -------------------------------- --- ----------- ---------------- ---------------------- --------------
Robert Bowles, MD............... 49 1985 1999 27,938(2)(3) 0.27
Associate Medical Director of the
Orlando (Florida) Health Care
Group.
Henry Smogolski................. 65 1996 1999 172,344(3)(5) 1.64
Former Chairman and Chief
Executive Officer,
N.S. Bancorp, Inc.
CONTINUING DIRECTORS
- --------------------------------
Joe F. Hanauer.................. 59 1990 1997 181,008(2)(3) 1.73
Serves as Chairman of
the Board of Grubb and Ellis Co.
and Principal of Combined
Investments, L.P.
Nicholas J. DiLorenzo, Sr....... 75 1969 1997 8,088(2)(3) 0.08
Former President of Mid America
Development Services, Inc., a
wholly-owned subsidiary of the
Bank. Currently serves as a
consultant to the Bank.
F. William Trescott............. 66 1978 1997 10,333(2)(3) 0.10
Assistant Superintendent of
Hinsdale Township High School
District 86, Hinsdale, Illinois
until his retirement in 1994.
Andrew J. Zych.................. 54 1996 1997 154,404(3)(5) 1.47
Former Director and Executive
Vice President, N.S. Bancorp, Inc.
Kenneth Koranda................. 46 1984 1998 456,533(2) 4.28
President of the Company and the
Bank. Mr. Koranda is the brother
of Allen H. Koranda and the son of
Hugo Koranda.
Lois B. Vasto................... 62 1980 1998 60,882(2)(4) 0.58
Senior Vice President/Loan
Operations of the Company and
the Bank.
Terry A. Ekl.................... 48 1995 1998 5,976(2)(3) 0.06
Partner in the law firm
of Connolly, Ekl &
Williams, P.C.
6
NAME AND PRINCIPAL OCCUPATION DIRECTOR OF SHARES OF COMMON OWNERSHIP AS A
AT PRESENT AND THE BANK EXPIRATION OF STOCK BENEFICIALLY PERCENT
FOR THE PAST FIVE YEARS AGE SINCE TERM AS DIRECTOR OWNED (1) OF CLASS
- -------------------------------- --- ----------- ---------------- ------------------- --------------
RETIRING DIRECTOR
- --------------------------------
Richard Kallal.................. 78 1985 1996 6,721(2)(3) 0.06
Former Vice President and
Treasurer of the Cicero Glass
Company.
NAMED EXECUTIVE
OFFICERS (WHO ARE NOT
DIRECTORS)
- --------------------------------
Jerry A. Weberling.............. 45 N/A N/A 47,962(2)(4) 0.46
Executive Vice President and
Chief Financial Officer of the
Company and the Bank.
Kenneth B. Rusdal............... 54 N/A N/A 30,215(2) 0.29
Senior Vice President-Operations
and Information Systems of the
Company and the Bank.
Stock Ownership of all Directors 1,804,559(2)(3)(4)(5) 16.35
and Executive Officers
as a Group (21 persons)
- -------------------
(1) "Common Stock owned" includes: stock held in joint tenancy; stock owned as
tenants in common; stock owned or held by a spouse or other member of the
individual's household; stock allocated or purchased through an employee
benefit plan of the Bank; except when indicated by footnote, stock in which
the individual either has or shares voting and/or investment power; and
stock subject to options exercisable within sixty (60) days of September 20,
1996. Each person or relative of such person whose shares are included
herein, exercises sole (or shared with spouse or other relative) voting and
dispositive power as to the shares reported.
(2) Includes 185,154, 184,668, 34,641, 27,520, and 20,013 shares for Messrs. A.
Koranda, K. Koranda, Ms. Vasto, Messrs. Weberling and Rusdal, respectively,
which may be acquired pursuant to options granted, and exercisable within 60
days of September 20, 1996, under the MAF Bancorp, Inc. 1990 Incentive Stock
Option Plan and the MAF Bancorp, Inc. Amended and Restated 1993 Premium
Price Stock Option Plan (the "Premium Plan"). Also includes 833 shares
for Mr. Ekl and 333 shares each for Messrs. Bowles, Hanauer, DiLorenzo,
Trescott and Kallal which may be acquired pursuant to options granted, and
exercisable within 60 days of September 20, 1996 under the Premium Plan.
Total shares for all directors and executive officers includes 552,535
shares subject to options granted and exercisable within 60 days of
September 20, 1996, under these two plans.
(3) Excludes 147 shares held by the Mid America Federal Savings Bank Management
Recognition and Retention Plans and Trusts (the "MRPs") as to which the
voting of such shares is directed by the vote of the non-employee directors
of the Bank. As a result of this shared voting and dispositive authority,
each non-employee director is deemed to be the beneficial owner of all such
shares.
(4) Excludes 25,716 shares held by the Mid America Federal Savings Bank
Employees' Profit Sharing Plan as to which shared dispositive power is held
by the Trustees of the plan (Lois Vasto, Jerry Weberling and two other
executive officers).
(5) With respect to Messrs. Smogolski and Zych, total shares owned does not
include shares which will be allocated to each of them in connection with
the termination of the NWSL ESOP. Such allocation of shares is not known at
this time and such shares are included in the total unallocated shares of
the NWSL ESOP as of September 20, 1996. See "Security Ownership of Certain
Beneficial Owners."
7
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
During fiscal 1996, the Board of Directors of the Company held 12
regular meetings. During the year, no director of the Company attended fewer
than 75% in the aggregate of the total number of the Company's Board meetings
held and the total number of committee meetings on which such director served.
The Board of Directors of the Bank and the Company maintain a number of
committees, certain of which are described below.
The Executive Committee consists of Allen Koranda (Chairman), Kenneth
Koranda and Lois Vasto. The Committee generally meets as needed and is charged
with the responsibility of overseeing the business of the Company and the Bank.
The Committee has the power to exercise most of the powers of the Board of
Directors in the intervals between meetings of the Board. The Executive
Committee met one time in fiscal 1996.
The Audit Committee consists of F. William Trescott (Chairman), Joe F.
Hanauer and Richard Kallal. The Committee reports to the Board of Directors
concerning the results of examinations, the status of actions taken to correct
conditions reported and any other matters affecting the Company and the Bank.
The Committee met four times in fiscal 1996.
The Administrative/Compensation Committee, which consists of Messrs.
Trescott (Chairman), Bowles and Kallal, is responsible for reviewing and making
recommendations to the Board concerning compensation and other related benefit
plans applicable to the Company's executive officers. The Committee met one
time in fiscal 1996.
The Company's Nominating Committee consists of Allen Koranda, Robert
Bowles and Lois Vasto. The Committee reviews any nominations to the Board of
Directors made by shareholders and recommends to the Board of Directors the
nominees to stand for election at the Company's annual meeting of shareholders.
Any recommendations not selected for the Board of Directors' slate and other
nominations must comply with the Company's bylaws with regard to a shareholder
slate. The Company's bylaws provide procedures for shareholder nominations for
director to a shareholder slate, as well as any other proposals by shareholders
of business to be brought before the meeting. See "Notice of Business to be
Conducted at an Annual Meeting." The Nominating Committee met one time in fiscal
1996.
DIRECTORS' COMPENSATION
Directors' Fees. All directors receive annual directors fees of
---------------
$14,100 ($14,400 beginning in July 1996) and directors who are not also officers
received an additional fee of $375 for each Board meeting attended. Jerome
Skrydlewski and Jerry J. Krudl, former directors who are each presently serving
as a director emeritus, are paid a fee of $300 per month plus $375 for each
Board meeting they attend. On October 23, 1996, Mr. Kallal will begin serving as
a director emeritus on terms consistent with those of Mr. Skrydlewski and Mr.
Krudl. Hugo Koranda, former Chairman of the Board of Directors of the Bank who
presently serves as Chairman Emeritus, is paid a fee of $375 for each Board
meeting he attends (plus $300 per month beginning in July 1996). Mr. Koranda is
the father of Allen Koranda and Kenneth Koranda.
Directors' Deferred Compensation Plan. The Bank maintains the Mid
--------------------------------------
America Federal Savings Bank 1992 Directors' Deferred Compensation Plan. Under
the plan, a director may elect to defer 50% or
8
100% of annual directors' fees through 1996. The deferred fees earn interest at
a rate of 130% of the Moody's Corporate Bond Rate for the preceding year. Upon
the later of termination of service or attaining the age of 65, directors are
entitled to receive the deferred fees plus accrued interest in a lump sum or in
installments over a period of time not to exceed fifteen years. Death benefits
are provided to the beneficiaries of the plan participants. The amount of
deferred directors' fees in fiscal 1996 is included in "Executive Compensation-
Summary Compensation Table" for the individuals named therein.
Health Insurance Plan. The Bank maintains a health insurance plan
---------------------
for its non-employee directors, under which directors electing to be covered
under the plan must contribute certain amounts to receive coverage under the
plan.
Consulting Agreements. The Bank has entered into a consulting
---------------------
agreement with Nicholas J. DiLorenzo, Sr., who has had extensive experience
with the Bank. Mr. DiLorenzo, a director of the Company and the Bank, retired
from the Bank in October 1987, and had served in the capacities of Senior Vice
President of the Bank since 1965 and President of Mid America Development
Services, Inc., a wholly-owned subsidiary of the Bank, since 1978. The agreement
provides that Mr. DiLorenzo is to render advisory and consulting services during
the term of the agreement and particularly on matters regarding real estate
development. Mr. DiLorenzo's one-year contract, which expires on October 31,
1996, provides for the payment of annual consulting fees totaling $40,000. In
addition, the Bank provides Mr. DiLorenzo with the use of a Company automobile.
Mr. DiLorenzo's contract has been renewed at comparable terms for a one-year
period ending October 31, 1997.
Premium Option Plan. Certain directors of the Company participate
-------------------
in the MAF Bancorp, Inc. Amended and Restated 1993 Premium Price Stock Option
Plan (the "Premium Plan"). Non-employee directors of the Company who did not
previously participate in another option plan of the Company are entitled to
receive an initial grant of 2,500 options under the Premium Plan when they
become a plan participant. In addition, all non-employee directors of the
Company who become participants in the Premium Plan receive an annual grant of
1,000 options under the Premium Plan. All options granted to non-employee
directors under the Premium Plan are granted at an exercise price of 110% of the
fair market value of the Common Stock on the date of grant.
EXECUTIVE COMPENSATION
The report of the Compensation Committee and the stock performance
graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
COMPENSATION COMMITTEE REPORT. Under rules established by the
Securities and Exchange Commission ("SEC"), the Company is required to provide
certain data and information in regard to the compensation and benefits provided
to the Company's Chief Executive Officer and other executive officers of the
Company. The disclosure requirements for the Chief Executive Officer and other
executive officers include the use of tables and a report explaining the
rationale and considerations that led to fundamental executive compensation
decisions affecting those individuals. In fulfillment of this requirement, the
Administrative/Compensation Committee (the "Compensation Committee"), at the
direction of the Board of Directors has prepared the following report for
inclusion in this proxy statement.
9
The Compensation Committee is composed solely of independent outside
directors. The entire board has delegated to the Committee the responsibility
of assuring that the compensation of the Chief Executive Officer and other
executive officers is consistent with the compensation strategy, competitive
practices, the performance of the Company, and the requirements of appropriate
regulatory agencies. Non-employee directors who do not sit on the Compensation
Committee also participate in executive compensation decision-making through the
review, discussion and ratification of Compensation Committee recommendations.
All cash compensation paid to executive officers is paid by the Bank. The
Company does not currently pay cash compensation directly to its executive
officers.
EXECUTIVE COMPENSATION PHILOSOPHY. Since MAF Bancorp's initial public
offering in 1990, the Committee has had the following goals for the compensation
programs relating to the executives of the Company and the Bank:
* to provide motivation for the executives to enhance shareholder value by
linking a significant portion of their compensation to the value of the
Company's stock;
* to retain the executive officers who have led the Company to high performance
levels and allow the Bank to attract high quality executives in the future by
providing total compensation opportunities which are consistent with
competitive norms of the industry and the Company's level of performance; and
* to maintain reasonable "fixed" compensation costs by targeting base salaries
at competitive average to moderately above average levels.
For purposes of determining the competitive compensation market for
the Bank's executives, the Committee has reviewed the compensation paid to top
executives of thrifts and banks with total assets and performance results
(return on equity and return on assets) comparable to those of the Bank. This
information was generally derived from the following sources: (1) peer group
data taken from the SNL Securities Executive Compensation Review 1995 which
covers publicly-held thrifts (the "SNL Public Thrift Survey"); (2) peer group
data taken from the Savings and Community Bankers of America compensation survey
for savings institutions which covers mutual and stock owned thrifts (the "SCBA
Survey"); and (3) peer group data taken from the SNL Securities Executive
Compensation Review 1995 which covers publicly-held commercial banks (the "SNL
Public Bank Survey"). Institutions comprising these peer groups are not
necessarily the same as those in the peer group used for the Stock Performance
Graph. In reviewing this peer group data, the Committee generally gave the
greatest weight to information contained in the SNL Public Thrift Survey because
these institutions, similar to the Company, are all publicly-held thrifts or
thrift holding companies and most of these institutions are included in the peer
group index used in the stock performance graph. The Committee gave
approximately equal weight to information contained in the other two surveys.
In addition, the Compensation Committee reviewed the salary history
and performance levels of each of the executive officers in determining
appropriate compensation levels. Furthermore, comparative salary data compiled
by KPMG Peat Marwick LLP in connection with a comprehensive executive
compensation review undertaken and completed during fiscal 1993 was also
utilized as a source of information in determining compensation levels for
executive officers. In connection with this review, KPMG Peat Marwick LLP
compiled job responsibilities for each of the executive positions of MAF Bancorp
and matched those positions and their compensation levels with similar positions
and compensation levels, from both inside and outside the thrift industry.
Salary history and performance levels
10
were given moderately greater weight than the KPMG Peat Marwick LLP study in
determining salary levels.
In fiscal 1996, executive officers' compensation consists principally
of salary, annual incentive bonuses, long-term performance awards and premium
stock option grants. The salaries are generally in the average to moderately
above average range compared to other institutions. Beginning in fiscal 1994, in
connection with the compensation study completed by KPMG Peat Marwick LLP, the
Committee further emphasized its desire to link executive compensation to the
Company's financial performance and stock price performance by revising its
annual incentive plan and by adopting a long-term performance award plan and a
premium-price stock option plan. The plans are intended to further motivate
executives to take actions that will favorably impact the Company's long-term,
as well as annual, profitability.
Under the MAF Bancorp Executive Annual Incentive Plan (the "Annual
Incentive Plan"), executives are classified into four groups, based on their
relative position within the Company, with target annual bonuses (as a
percentage of base salary) equal to 50%, 40%, 22% and 12%, respectively. Target
bonuses are paid if targeted company net income goals established at the
beginning of each fiscal year are met and if certain safety and soundness
standards are maintained. Annual bonus awards can range from 0% to 150% of the
Target awards depending on how actual net income compares to the targeted
company goal. Awards will be (1) 50% of the targeted awards if net income equals
a threshold performance level (80% of targeted net income), (2) 150% of the
targeted awards if net income equals a superior performance level (120% of
targeted net income) or (3) 0% of the targeted awards if net income is below the
threshold performance level or if certain safety and soundness standards are not
maintained. A subjective analysis of an executive's individual performance can
also increase or decrease his award opportunity although for fiscal 1996 , this
was not used as a criteria in determining annual bonuses.
Fiscal 1996 net income, after adjustment for certain extraordinary
items and merger-related income and expense items, equaled approximately 110% of
the targeted goal for the year. As a result of this performance, and having met
certain safety and soundness standards, annual bonuses equal to 62.0%, 62.0%,
49.6%, 49.6% and 27.3% of base salary, were paid to Messrs. A. Koranda, K.
Koranda, Weberling, Ms. Vasto and Mr. Rusdal, respectively.
The MAF Bancorp Shareholder Value Long-Term Incentive Plan (the "Long-
Term Incentive Plan") grants performance units to executives in target amounts
equal to 25%, 20%, 11% or 6% of their base salary, based on executives'
respective classification in one of four groups. The value of these performance
units is determined at the end of a three year period based on the stock price
performance of MAF Bancorp versus the S&P 500 Index. In order for the
performance units to be worth their targeted value, the stock price performance
of MAF Bancorp (including reinvested dividends) must be in the 60th percentile
of the S&P 500 Index (target performance) at the end of the three year
measurement period. If the stock price performance ranks in the 50th percentile
of the S&P 500 Index, the performance units will be worth 50% of their targeted
value, while performance in the 90th percentile of the S&P 500 Index will result
in the performance units being worth 250% of their targeted value. If the
Company's stock price performance does not rank at least in the 50th percentile
of the S&P 500 Index for the three year measurement period, the performance
units will have no value. Further, the plan will not be activated and the
performance units will have no value (regardless of stock price performance
relative to the S&P 500 Index) if MAF Bancorp's stock price performance for the
three year period does not rank at least in the 51st percentile when compared to
comparable thrift industry companies. The value of long-term performance units
granted in fiscal 1996 will be determined at the end of the three year period
ending June 30, 1998, and cash payments equal to the value of the units will be
made at that time.
11
Long-term performance units granted on July 1, 1993 were valued at the
end of their three-year performance period on June 30, 1996. The total return on
MAF Bancorp stock (including reinvested dividends) was 54% during this three-
year performance period and ranked in the 59% percentile when compared to the
S&P 500 Index. However, this percentage return was below the 51st percentile
when compared to comparable thrift industry companies and as a result, no
payments were made to executive officers for the performance units granted on
July 1, 1993.
The Premium Plan provides for annual grants of options to executive
officers in amounts equal to 25%, 20%, 11% and 6% of base salaries, based on
executives' respective classification in one of four groups (the present value
of such options is to be determined based on an appropriate pricing model). The
option awards to executive officers are to be granted at an exercise price equal
to 133% of the market price on the date of grant. Thus, executive officers will
derive no financial benefit from the grant of premium options until such time as
shareholders benefit from a 33% stock price increase. In fiscal 1996, Messrs.
A. Koranda, K. Koranda, Weberling, Ms. Vasto and Mr. Rusdal were granted 8,515,
8,217, 3,870, 3,578 and 1,713 shares subject to options under the Premium
Plan. These options were granted at an exercise price of $27.96 per share .
CHIEF EXECUTIVE OFFICER. The Chief Executive's compensation for fiscal
1996 consisted principally of the following components:
* Salary
* Incentive Bonus
* Long-Term Performance Units
* Premium-Price Stock Option Grants
As discussed above, the value of long-term performance units granted
in fiscal 1996 will be determined at the end of the three year period ending
June 30, 1998. No cash payments under the Long-Term Incentive Plan were made to
the Chief Executive Officer in fiscal 1996 .
The Chief Executive Officer's total base compensation consists of a
base salary and an annual retainer as a director of the Company and the Bank.
The base salary was $264,000 and the retainer was $14,100 in fiscal 1996 . The
Chief Executive Officer's salary is comparatively average in his peer group. The
base salary increased 2.7% in fiscal 1996 compared to fiscal 1995, and the
annual retainer increased $300. The annual bonus for 1996 was based on the
Annual Incentive Plan described above.
ADMINISTRATIVE/COMPENSATION COMMITTEE
--------------------------------------
F. William Trescott (Chairman) Robert Bowles, MD
Richard Kallal
BOARD OF DIRECTORS
------------------
Robert Bowles, MD Allen H. Koranda
Nicholas J. DiLorenzo, Sr. Kenneth Koranda
Terry Ekl F. William Trescott
Joe F. Hanauer Lois B. Vasto
Richard Kallal
12
STOCK PERFORMANCE GRAPH. The following graph shows a five-year
comparison of cumulative total shareholder return (including reinvested
dividends) on the Company's Common Stock, with the cumulative total returns of
both a broad-market index and a peer group index. The broad-market index chosen
was the Nasdaq Market Index and the peer group index chosen was the Media
General Industry Group, which is comprised of savings and loan securities. The
data was provided by Media General Financial Services. The shareholder returns
are measured based on an assumed investment of $100 on June 28, 1991.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
Fiscal Year Ending
Company 1991 1992 1993 1994 1995 1996
- ------------------------------------------------------------------------------
MAF BANCORP, INC. 100 200.00 378.95 483.97 501.96 583.25
INDUSTRY INDEX 100 133.54 170.26 199.15 229.52 291.69
BROAD MARKET 100 107.75 132.27 145.04 170.11 214.14
13
SUMMARY COMPENSATION TABLE. The following table shows, for the fiscal
years ended June 30, 1996, 1995 and 1994, the cash compensation paid by the
Bank, as well as certain other compensation paid or accrued for those years, to
the Chief Executive Officer and the other four highest paid executive officers
("Named Executive Officers") of the Company, who received salary and bonus in
excess of $100,000 in fiscal 1996. MAF Bancorp has not paid any cash
compensation directly to the Named Executive Officers.
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------- ---------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS/ LTIP COMPENSATION
POSITION YEAR ($)(1) ($)(2) ($)(3) ($)(4) SARS#(5) PAYOUTS ($)(6)
- --------------------------- ---- -------- -------- ------------ ---------- ----------- ------- ------------
Allen H. Koranda; 1996 $278,117 $163,970 - - 8,515 - 17,099
Chairman of the Board 1995 270,810 169,494 - - 6,443 - 17,458
& Chief Executive Officer 1994 270,237 139,620 - 9,100 6,751 - 29,835
Kenneth Koranda; 1996 272,872 160,250 - - 8,217 - 18,656
President and Director 1995 261,828 163,564 - - 6,217 - 18,158
1994 261,237 134,730 - 9,100 6,514 - 30,592
Jerry A. Weberling; 1996 152,612 75,910 - - 3,870 - 12,997
Executive Vice President 1995 146,012 77,174 - - 2,787 - 17,702
and Chief Financial Officer 1994 139,021 60,410 - 5,688 2,921 - 18,592
Lois B. Vasto; Senior 1996 153,411 69,210 - - 3,578 - 13,964
Vice President/Loan 1995 149,230 71,374 - - 2,668 - 17,696
Operations and Director 1994 146,643 57,800 - 5,688 2,795 - 19,277
Kenneth B. Rusdal; Senior 1996 123,500 33,950 - - 1,713 - 12,741
Vice President - Operations 1995 117,500 34,304 - - 1,235 - 14,759
and Information Systems 1994 112,000 26,770 - 5,688 1,295 - 12,750
- ---------------------------
(1) Includes amounts deferred under the Bank's deferred compensation plan and
profit sharing/401(k) Plan and includes directors' fees paid to Messrs. A.
Koranda, K. Koranda and Ms. Vasto for each of the three years.
(2) Includes bonuses earned pursuant to the Bank's annual incentive plan, which
bases bonuses upon a percentage of officers' salaries if the Bank meets
certain performance goals.
(3) For fiscal 1996, 1995 and 1994, there were no (a) perquisites over the
lesser of $50,000 or 10% of the individual's total salary and bonus for the
years; (b) payments of above-market preferential earnings on deferred
compensation, except as disclosed in footnote (6); (c) payments of earnings
with respect to long-term incentive plans prior to settlement or maturation;
(d) tax payment reimbursements; or (e) preferential discounts on stock.
(4) At June 30, 1996, Messrs. A. Koranda, K. Koranda, Weberling, Ms. Vasto and
Mr. Rusdal had no restricted stock holdings. In fiscal 1994, Messrs. A.
Koranda, K. Koranda, Weberling, Ms. Vasto and Mr. Rusdal were awarded 440,
440, 275, 275 and 275 restricted shares, respectively, which vested in
January, 1995.
(5) Option grants in fiscal 1996, 1995 and 1994 were made pursuant to the MAF
Bancorp, Inc. Amended and Restated 1993 Premium Price Stock Option Plan (the
"Premium Plan"). Options granted to the Named Executive Officers under the
Premium Plan become exercisable in three equal annual installments,
commencing one year from the date of grant and are granted at an exercise
price equal to 133 percent of the fair market value of the Common Stock on
the date of grant. Options granted in fiscal 1994, 1995 and 1996 have
exercise prices of $26.30, $26.15 and $27.96 per share, respectively.
Options granted include limited rights which generally are exercisable
upon a change in control.
(6) Includes for fiscal 1996: (1) contributions to the ESOP of 362, 362, 306,
304 and 272 shares for Messrs. A. Koranda, K. Koranda, Weberling, Ms. Vasto
and Mr. Rusdal, respectively, valued at the year end stock price of $24.50
per share; (2) contributions for foregone ESOP and profit sharing
contributions made to the Bank's executive deferred compensation plan
totaling $0, $0, $0, $0 and $1,443 for Messrs. A. Koranda, K. Koranda,
(footnotes continued on next page)
14
Weberling, Ms. Vasto and Mr. Rusdal, respectively; (3) contributions to the
Bank's profit sharing plan, representing discretionary employer
contributions, 401(k) employer matching contributions and forfeiture
allocations, of $4,395, $4,395, $4,395, $4,365 and $4,176 for Messrs. A.
Koranda, K. Koranda, Weberling, Ms. Vasto and Mr. Rusdal, respectively; and
(4) amounts accrued in the deferred compensation plan, relating to the
excess of the Plan's interest rates over 120% of the applicable federal
long-term interest rates, of $3,835, $5,392, $1,105, $2,151 and $458 for
Messrs. A. Koranda, K. Koranda, Weberling, Ms. Vasto and Mr. Rusdal,
respectively.
EMPLOYMENT AND SPECIAL TERMINATION AGREEMENTS
The Bank and the Company have entered into employment agreements with
Allen Koranda, Kenneth Koranda, Jerry Weberling and Lois Vasto. The Bank and the
Company have also entered into special termination agreements with certain
executive officers of the Bank and the Company, including Kenneth Rusdal. Such
employment and special termination agreements are designed to ensure that the
Bank and Company will be able to maintain a stable and experienced management
base.
Employment Agreements with the Bank and the Company. The employment
---------------------------------------------------
agreements with the Bank and Company provide for three-year terms. On each
anniversary date, the Board of Directors of the Company or the Bank may extend
the agreements for an additional year so that the remaining terms shall be three
years. The agreements provide for an annual base salary, which is reviewed
annually, to be paid by the Bank, or the Company in lieu of the Bank, in an
amount which is not less than that which was paid to each executive in 1990. In
addition to base salary, each agreement provides, among other things, for
participation in benefit plans and other fringe benefits applicable to executive
officers.
The agreements provide for termination by the Bank and the Company for
"cause," as defined in the agreements, at any time. In the event the Bank and
the Company choose to terminate an executive's employment for reasons other than
as a result of a change in control (as defined in the agreements) or for cause,
or in the event of an executive's resignation from the Bank or the Company upon
(i) failure to re-elect or re-nominate executive to the executive's current
offices; (ii) a material lessening of the executive's functions, duties or
responsibilities; (iii) a liquidation, dissolution, consolidation or merger in
which the Bank or the Company is not the resulting entity; or (iv) a breach of
the agreement by the Bank or the Company; the executive or, in the event of
death, the executive's beneficiary, as the case may be, would be entitled to a
payment equal to the greater of the amount payable to the executive for the
remaining term of the agreement or three times the executive's average annual
salary and Annual Incentive Plan bonus paid over the prior three years. The
Bank and Company would also continue the executive's life, health and disability
coverage for thirty-six months or, if earlier, until the executive is employed
by another employer. If termination results from a change in control of the
Bank or the Company, as defined in the agreements, followed by the executive's
subsequent termination of employment, the executive would be entitled to a
termination payment equal to three times the executive's average annual salary
and Annual Incentive Plan bonus paid over the prior three years (which would
result in current payments of approximately $1,250,000, $1,212,000, $650,000 and
$605,000 for Messrs. A. Koranda, K. Koranda, Weberling and Ms. Vasto,
respectively) and continued benefits as described above and certain benefits
provided under the Bank's benefit plans. During fiscal 1996, the employment
agreements were amended to include the Annual Incentive Plan bonus paid over the
prior three years in determining the termination payments.
Special Termination Agreements. The special termination agreements
------------------------------
among the Company, the Bank and certain executive officers, including Kenneth
Rusdal, provide for three-year terms. On each anniversary date the Board of
Directors of the Company or the Bank may extend the agreements so that the
15
remaining term is three years. Each agreement provides that at any time
following a change in control of the Company or the Bank, as defined in the
agreements, if the Company or the Bank were to terminate the executive's
employment for any reason other than "cause", as defined in the agreements, or
if the executive were to terminate his own employment following his demotion,
loss of title, office or significant authority, a reduction in his compensation,
or relocation of his principal place of employment, the executive would be
entitled to receive a termination payment in an amount equal to three times his
average annual salary and Annual Incentive Plan bonus for the three previous
years of his employment (which would result in a current payment of
approximately $447,000 for Mr. Rusdal). During fiscal 1996, the special
termination agreements were amended to include the Annual Incentive Plan bonus
paid over the prior three years in determining the termination payments.
Payments upon a change in control under the employment agreements and
special termination agreements could constitute excess parachute payments under
Section 280G of the Internal Revenue Code (the "Code"), which may result in the
imposition of an excise tax on the recipient and denial of the deduction for
such excess amounts to the Company and the Bank. The agreements provide that
benefits payable following a change in control will be reduced to an amount that
would not constitute an excess parachute payment (as that term is defined in
Section 280G of the Code) if the reduced amount is greater than the amount that
would otherwise be received after payment of any excise tax.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Bank has a supplemental executive retirement plan ("SERP") for the
purpose of providing certain retirement benefits to executive officers and other
corporate officers approved by the Board of Directors. The annual retirement
plan benefit under the SERP is calculated equal to 2% of final average salary
times the years of service after 1994. Ten additional years of service are
credited to participants in the event of a change in control transaction
although in no event may total years of service exceed 20 years. The maximum
annual retirement payment is equal to 40% of final average salary. Benefits are
payable in various forms in the event of retirement, death, disability and
separation from service, subject to certain conditions defined in the plan. The
SERP also provides for certain death benefits to the extent such amounts exceed
a participant's accrued benefit under the SERP at the time of death.
OPTION PLANS
The Company maintains the MAF Bancorp, Inc. 1990 Incentive Stock
Option Plan (the "Incentive Plan") which provides for discretionary stock option
awards to officers and key employees as determined by the Compensation Committee
and the Board of Directors. There were no grants of options under this plan in
fiscal 1994, 1995 or 1996. The Board of Directors has proposed to amend the
Incentive Plan to increase by 200,000 the number of shares which may be granted
under the plan, and to extend by three years the time period during which
options may be granted. See Proposal 2.
The Company also maintains the Premium Plan which provides for stock
option awards to directors, executive officers and employees as determined by
the Compensation Committee. Under the Premium Plan, (which is not part of any
proposed amendment under Proposal 2) options are granted to executive officers
at 133% of the fair market value on the date of grant and are granted to non-
employee directors at 110% of the fair market value on the date of grant. Thus,
no executive officer or director will derive any financial benefit from the
grant of options under the Premium Plan until such time as shareholders have
benefited from considerable stock price appreciation. To date, a total of
140,585 options have been granted under the Premium Plan and 106,915 remain to
be issued. The following table lists all
16
grants of options (and limited rights) under the Premium Plan to the Named
Executive Officers for 1996 and contains certain information about grant-date
valuation of the options.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------
INDIVIDUAL GRANTS
-----------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OR BASE
GRANTED EMPLOYEES IN PRICE EXPIRATION GRANT DATE
NAME (#)(1) FISCAL YEAR(2) ($/SHARE)(3)(4) DATE (5) PRESENT VALUE ($)(6)
- ---- ------------ ---------------- ---------------- ---------- --------------------
Allen H. Koranda 8,515 23.7% $27.96 7/3/05 $64,288
Kenneth Koranda 8,217 22.9 27.96 7/3/05 62,038
Jerry A. Weberling 3,870 10.8 27.96 7/3/05 29,219
Lois B. Vasto 3,578 10.0 27.96 7/3/05 27,014
Kenneth Rusdal 1,713 4.8 27.96 7/3/05 12,933
- ---------------
(1) Options granted in fiscal 1996 under the Premium Plan become exercisable in
three equal annual installments, commencing on July 3, 1996. To the extent
not already exercisable, the options become exercisable upon a change in
control, as defined in the Premium Plan. In addition, vesting of options
may be accelerated by the committee which administers the plan.
(2) Percentages are determined without regard to certain options on N.S.
Bancorp common stock which were converted into options on MAF Bancorp
common stock following the merger of N.S. Bancorp into MAF Bancorp on May
30, 1996.
(3) The purchase price may be made in cash or in whole or in part through the
surrender of previously held shares of Common Stock at the fair market
value on the date of exercise. The exercise price of the premium stock
options is equal to 133 percent of the fair market value of the Common
Stock on the date the options were granted (as adjusted for subsequent
stock dividends).
(4) Options are subject to limited rights (SARs) pursuant to which the limited
rights, to the extent the options have been outstanding for at least six
months, may be exercised in the event of a change in control of the
Company. Upon the exercise of a limited right, the optionee would receive a
cash payment equal to the difference between the exercise price of the
related option and the fair market value of the underlying shares of Common
Stock on the date the limited right is exercised multiplied by the number
of shares to which such limited rights are exercised.
(5) The option term is ten years.
(6) The method used is a variation of the Black-Scholes option pricing model
and reflects the following assumptions as of the date of grant: (a) fair
market value of the Common Stock on the date of grant equal to $21.02 per
share; (b) expected dividend yield on the Common Stock of 1.40%; (c)
calculated volatility of the price of the Common Stock equal to 0.278,
determined based on the closing end-of-week stock prices for the most
recent 104 weeks ending prior to the date of grant; and (d) a risk-free
interest rate equal to 6.40%. The actual value, if any, an executive
officer may realize will depend on the excess of the stock price over the
exercise price on the date the option is exercised. There is no assurance
that the value realized will be at or near the value estimated by the
Black-Scholes model.
17
The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding stock options held
by the Named Executive Officers as of June 30, 1996. Also reported are the
values for "in-the-money" options which represent the positive spread between
the exercise price of any such existing stock options and the year-end price of
the Common Stock. No options were exercised by the Named Executive Officers in
fiscal 1996.
FISCAL YEAR-END OPTION/SAR VALUES
---------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-
UNDERLYING UNEXERCISED MONEY OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL FISCAL YEAR-END
YEAR-END(#) ($)(1)(2)
------------------------- ----------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
------ ------------------------- ----------------------------
Allen H. Koranda 177,918/15,060 $3,216,765/--
Kenneth Koranda 177,685/14,533 3,216,765/--
Jerry Weberling 24,327/6,702 392,150/--
Lois Vasto 31,627/6,288 539,063/--
Kenneth Rusdal 18,599/2,968 315,588/--
- ---------------
(1) Market value of underlying securities at fiscal year-end ($24.50) minus the
exercise or base price per share.
(2) Options granted in fiscal 1994, 1995 and 1996 to Messrs. A. Koranda, K.
Koranda, Weberling, Ms. Vasto and Mr. Rusdal under the Premium Plan were
"out-of-the-money" on June 30, 1996 (i.e., the exercise price of the option
is greater than the fair market value of the Common Stock) and are not
reflected in determining the value of unexercised options.
18
LONG-TERM INCENTIVE PLAN
The following table provides certain information relating to
performance units granted to the Named Executive Officers under the MAF Bancorp
Shareholder Value Long-Term Incentive Plan. The value of the performance units,
if any, is to be paid in cash to the recipient at the end of the three year
performance period. The value of the units is to be determined based on the
stock price performance (including reinvested dividends) of MAF Bancorp, Inc.
common stock relative to the S&P 500 Composite Index.
LONG-TERM INCENTIVE PLAN - AWARDS IN LAST FISCAL YEAR
-----------------------------------------------------
PERFORMANCE ESTIMATED FUTURE PAYOUTS
NUMBER OF OF OTHER UNDER NON-STOCK PRICE BASED PLANS (1)
SHARES, PERIOD UNTIL ----------------------------------------
UNITS OR OTHER MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS (#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
- ---- --------------- ------------ -------------- ------------ ----------
Allen H. Koranda 643 3 years $32,150 $64,300 $160,750
Kenneth Koranda 620 3 years 31,000 62,000 155,000
Jerry Weberling 292 3 years 14,600 29,200 73,000
Lois Vasto 270 3 years 13,500 27,000 67,500
Kenneth Rusdal 129 3 years 6,450 12,900 32,250
- ------------------
(1) The threshold, target and maximum payments are based on MAF Bancorp stock
price appreciation (including reinvested dividends) ranking in the 50th,
60th and 90th percentile of the S&P 500 Index at the end of the three year
performance period. No payout is to be made if MAF Bancorp's stock price
performance ranks below the 50th percentile at the end of the three year
performance period or if MAF Bancorp's stock price performance for the
three year period does not rank in the 51st percentile or higher when
compared to comparable thrift industry companies, regardless of stock price
performance relative to the S&P 500 Index.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
Indebtedness of Management. Directors, officers and employees of the
---------------------------
Bank and its subsidiaries are eligible to apply for mortgage, home equity, home
improvement, savings account, automobile and education loans. All loans to
directors and executive officers are made in the ordinary course of business, do
not involve more than the normal risk of collectibility and do not present any
unfavorable features. Except as described below, these loans are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the same time for comparable transactions with unaffiliated
persons. All loans to directors and executive officers must be approved by the
Board of Directors.
19
Prior to the enactment of the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989 ("FIRREA"), which became effective on August 9,
1989, certain types of loans were offered to directors, officers and employees
at reduced rates subject to certain conditions contained in then-existing
regulations. Prior to August 9, 1989, the interest rate charged on loans to
directors, officers and employees was generally 1/4% below the prevailing rate
made available to the general public. In addition, various loan service charges,
including application fees, points and closing fees were either reduced or
waived.
Any loans made by the Bank to its executive officers and directors
must comply with the requirements of Section 22(h) of the Federal Reserve Act,
except to the extent that more stringent requirements are imposed by the
Director of the Office of Thrift Supervision ("OTS"). Among other things,
Section 22(h) prohibits the Bank from making a loan to any executive officer or
director on preferential terms, i.e., terms that would not be offered to an
unaffiliated borrower of comparable credit standing seeking a comparable loan.
The requirements of Section 22(h) generally apply only to loans made after the
date of the enactment of FIRREA. Loans made prior to that date to directors and
executive officers on preferential terms may remain outstanding until maturity.
The Bank has revised its policy regarding loans to directors and executive
officers in accordance with the requirements of FIRREA. The Bank continues to
make loans to its non-executive officers and other employees with reduced loan
service charges but not with reduced interest rates.
The following table sets forth certain information with regard to
loans to directors and executive officers of the Company and Bank made prior to
August 9, 1989, the outstanding aggregate balances of which exceeded $60,000
since July 1, 1995.
LARGEST AMOUNT
ORIGINAL ORIGINAL MATURITY OUTSTANDING
AMOUNT OF DATE DATE SINCE TYPE OF
NAME AND POSITION LOAN OF LOAN OF LOAN JULY 1, 1995 LOAN
- ----------------- --------- -------- -------- -------------- ---------------
Lois B. Vasto $172,400 01/20/87 02/01/17 $156,475 Residential (1)
Senior Vice
President & Director
(1) The loan was modified during fiscal 1996 pursuant to one of the Bank's loan
modification programs. The modified terms of the loan are not preferential
and are consistent with those offered to unaffiliated customers of the Bank.
PROPOSAL 2. APPROVAL OF AMENDMENTS TO THE MAF BANCORP, INC. 1990 INCENTIVE
STOCK OPTION PLAN
The Board of Directors has adopted two amendments to the Incentive
Plan which require shareholder approval. A copy of the amended Incentive Plan is
attached hereto as Exhibit A. The first amendment is to increase the number of
shares of Common Stock authorized to be issued under the Incentive Plan by
200,000 shares. The second amendment is to extend by three years the period
during which options may be granted. The initial ten-year period established in
1990 will expire in 2000. As amended, this period during which options may be
granted will end in 2003. Certain other technical
20
amendments have been made to the Incentive Plan which do not require shareholder
approval and which are included in the copy of the Incentive Plan attached as
Exhibit A.
The Incentive Plan was originally adopted in connection with the
Company's 1990 initial public offering and was approved by shareholders at the
1990 Annual Meeting of Shareholders. The Incentive Plan currently authorizes the
grant of 523,462 options to purchase shares of Common Stock, of which 523,381
options have been granted and 81 options remain to be granted. To date, a total
of 27,501 options granted have been exercised and 495,880 options remain to be
exercised. Approval by shareholders of the proposed amended Incentive Plan will
increase the number of options available to be granted to 200,081.
The purpose of the Incentive Plan is to advance the interests of the
Company and its shareholders by tying Company performance with long-term
compensation. The Board of Directors believes that stock options are an
important element of executives' compensation package, serving to attract and
retain qualified executives and providing an important motivational link between
the Company's stock price and executives' compensation. In that there are only
81 options remaining to be granted under the Incentive Plan, the Board believes
that it is an appropriate time to increase this reserve by 200,000 options.
Under the terms of the Incentive Plan, these options are to be granted at not
less than 100% of the fair market value of the Common Stock on the date of
grant.
If approved by shareholders, it is expected that the newly available
options will be granted to employees over a number of years. Under its current
terms, no options may be granted under the Incentive Plan after January 18, 2000
which coincides with the ten-year anniversary date of the Incentive Plan. The
Board of Directors is proposing that the Incentive Plan be amended to extend
this date by three years to January 18, 2003. Although there is no current
schedule of future option grants under the Incentive Plan, the Board of
Directors wants to ensure that the time period during which options may be
granted under the Incentive Plan is of sufficient duration to allow it to make
option grants without regard to time restrictions. On July 1, 1996, the Board of
Directors granted a total of 39,500 incentive stock options to certain
officers under the Incentive Plan at an exercise price of $24.25 per share. Such
option grants are subject to the approval by shareholders of this Proposal 2. In
the event shareholders fail to approve this Proposal 2, the options granted on
July 1, 1996 will be canceled.
The foregoing and the following is a summary of the material terms of
the Incentive Plan which is qualified in its entirety by the complete provisions
of the Incentive Plan document attached as Exhibit A.
The Incentive Plan authorizes the granting of incentive and non-
statutory stock options and limited rights to such officers and other key
employees of the Company or its affiliates as the Board of Directors may
determine. Options granted under the Incentive Plan may be either "incentive
stock options" (options which afford tax benefits to recipients upon compliance
with certain conditions, and which do not generally result in tax deductions to
the Company), or "non-statutory options" (options which do not afford income tax
benefits to recipients, but which may provide tax deductions for the Company).
However, in accordance with applicable income tax rules and regulations as they
apply to the Incentive Plan, options granted after January 18, 2000 must be
granted as non-statutory options.
Incentive stock options under the Incentive Plan may be exercised at
such times as the Board of Directors determines (but not after ten years from
the date of grant or, in the case of an employee owning more than 10% of the
Common Stock of the Company on the date of grant of an option, not after five
years
21
from the date of grant) and at exercise prices not less than 100% of the
fair market value on the date the option is granted or, in the case of an
employee owning more than 10% of the Common Stock on the date of grant of an
option, not less than 110% of the fair market value of the Common Stock on the
date the option is granted. Non-statutory options under the Incentive Plan may
be exercised at such times as the Board determines (but not after ten years and
one day from the date of grant) and at exercise prices not less than 100% of the
fair market value of the Common Stock on the date the option is granted. The
purchase price may be paid in cash or by surrender of shares of Common Stock at
the fair market value thereof. In accordance with a currently proposed amendment
to the Incentive Plan, no options may be granted under the Incentive Plan after
the earlier of thirteen years from the effective date of the Incentive Plan or
upon the exercise of options or related rights equaling the maximum number of
shares reserved under the Incentive Plan.
All options granted through June 30, 1996 under the Incentive Plan are
exercisable. Options granted on July 1, 1996 become exercisable in three equal
annual installments beginning on July 1, 1997. Any future option grants will
become exercisable in installments as determined by the Board of Directors. The
shares comprising each installment may be purchased in whole or in part at any
time after such installment becomes exercisable, provided that in the case of
incentive stock options, the value of options eligible to be first exercised in
any given year is not greater than $100,000, such value being determined at the
time the options are granted as provided by the terms of Section 422 of the
Internal Revenue Code (the "Code"). To the extent the value of incentive stock
options (determined in accordance with the previous sentence) which first become
exercisable in a given year exceeds $100,000, such excess options shall be
treated as non-statutory options. The Board of Directors, in its sole
discretion, may accelerate the time at which any option may be exercised in
whole or in part.
Stock options granted in connection with the Incentive Plan which are
exercisable, may not be exercised more than three months after the date on which
the optionee ceases to perform services for the Bank or the Company, except as
described below. All options become immediately exercisable upon the death,
disability, or normal retirement of the participant or upon a change in control
as defined in the Incentive Plan. In the event of death, disability, normal
retirement or a change in control of the Company or the Bank (as defined in the
Incentive Plan), incentive stock options may be exercisable for up to one year
thereafter or three years thereafter in the case of non-statutory options. In
no event, however, may an incentive or non-statutory stock option be exercised
after the tenth anniversary of the grant of the option. If an optionee ceases
to perform services for the Company or any affiliate due to death, disability,
normal retirement or change in control, any incentive stock options exercised
more than three months following the date of the optionee's termination of
employment shall be treated for tax purposes as non-statutory stock options. If
an executive is terminated for cause, all options expire upon such executive's
termination of employment with the Company or the Bank.
An optionee will not be deemed to have received taxable income upon
the grant or exercise of any incentive stock option, provided that such shares
are not disposed of by the optionee for at least one year after the date the
shares are transferred in connection with the exercise of the option and two
years after the date of grant of the option. No compensation deduction may be
taken by the Company as a result of the grant or exercise of incentive stock
options, assuming these holding periods are met. In the case of a non-statutory
stock option or in the event shares received by the exercise of an incentive
stock option are disposed of prior to the satisfaction of the holding periods
("disqualifying disposition"), an optionee will be deemed to have received
ordinary income upon the exercise of the stock option or the date of the
22
disqualifying disposition, whichever is later, in an amount equal to the amount
by which the exercise price is exceeded by the fair market value of the Common
Stock on the date of exercise multiplied by the number of shares received
pursuant to the exercise of such options. In the event a non-statutory stock
option is exercised during a period that would subject the optionee to liability
under Section 16(b) of the Exchange Act (i.e., within six months of the date of
grant), the optionee will not be deemed to have recognized income until such
period of liability has expired unless the optionee makes a Section 83(b)
election under the Code. The amount of any ordinary income deemed to have been
received by an optionee upon the exercise of a non-statutory stock option or due
to a disqualifying disposition will be a deductible expense of the Company for
tax purposes. In the case of limited rights, upon exercise, the option holder
would have to include the amount paid to him upon exercise in his gross income
for federal income tax purposes in the year in which the payment is made and the
Company would be entitled to a deduction for federal income tax purposes of the
amount paid.
The Board of Directors may grant limited rights simultaneously with
the grant of options. A limited right may be exercised by the optionee when the
underlying option is exercisable and for a period of three months following
termination of the optionee's employment with the Bank except that in the case
of death, normal retirement or disability, limited rights may be exercisable for
up to one year thereafter with respect to incentive stock options and three
years with respect to non-statutory stock options, but in no event beyond the
expiration of the term of the related option. Upon exercise of a limited right,
the optionee would be entitled to receive a lump-sum cash payment equal to the
difference between the exercise price of the related option and the fair market
value of the shares of Common Stock subject to the option on the date of
exercise, multiplied by the number of shares with respect to which such limited
rights are exercised, and the related option would cease to be exercisable. A
limited right may not be exercised in whole or in part before the expiration of
six months from its date of grant and may be exercised only in the event of a
change in control of the Company. If an employee is discharged for cause all
limited rights held by such employee expire immediately.
No award of options under the Incentive Plan shall be transferable by
the optionee other than by the laws of descent and distribution and may only be
exercised during his or her lifetime by the optionee, or a guardian or legal
representative of the optionee. With the consent of the Committee, an employee
may designate a person, or his or her estate, as beneficiary of any stock option
and limited right award in the event of the death of the employee.
The Board of Directors may amend the Incentive Plan in any respect at
any time; provided that an amendment required to maintain incentive stock option
treatment for options intended to be incentive stock options shall be submitted
to stockholders for approval.
The above discussion describes the general terms of the Incentive Plan
and the amendments to the Incentive Plan being proposed. The purpose of
requesting stockholder approval of the amendments to the Incentive Plan is to
permit certain options granted to be characterized as incentive stock options
under Section 422 of the Code. In the event shareholders fail to approve the
amendments to the Incentive Plan, the plan as approved by shareholders at the
1990 Annual Meeting of Shareholders, as amended and as currently in effect, and
the options granted thereunder, will remain in effect.
23
The disclosure provided in the following table sets forth the
estimated dollar value and associated number of options that were granted to the
Named Executive Officers on July 1, 1996, which grant is subject to the
amendments to the Incentive Plan being approved by shareholders. The table also
discloses the number and estimated dollar value of options granted on July 1,
1996 to Executive Officers as a group and employees other than executive
officers.
NEW PLAN BENEFITS TABLE
MAF BANCORP, INC.
1990 INCENTIVE STOCK OPTION PLAN, AS AMENDED
DOLLAR NUMBER
NAME AND POSITION VALUE ($)(1) OF UNITS
----------------- ------------ --------
Allen H. Koranda, Chairman of the Board and CEO $ 68,460 7,000
Kenneth Koranda, President and Director 68,460 7,000
Jerry A. Weberling, Executive Vice President and CFO 29,340 3,000
Lois B. Vasto, Senior Vice President/Loan
perations and Director 29,340 3,000
Kenneth Rusdal, Senior Vice President -
Operations and Information Systems 24,450 2,500
Executive Officers as a Group(2) 366,750 37,500
Non-Executive Directors as a Group 0 0
Non-Executive Officer Employee Group 19,560 2,000
- ---------------
(1) For purposes of determining the dollar value of the options in the above
table, a variation of the Black-Scholes pricing model was used with a date
of grant of July 1, 1996 and the following other assumptions as of the date
of grant: (a) fair market value of the Common Stock on the date of grant
equal to $24.25 per share; (b) exercise price of the options equal to $24.25
per share; (c) expected dividend yield on the Common Stock of 1.32%; (d)
calculated volatility of the price of the Common Stock equal to 0.184,
determined based on the closing end-of-week stock prices for the most recent
104 weeks ending prior to the date of grant; and (e) a risk-free interest
rate equal to 6.87%. The actual value, if any, a participant may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised. There is no assurance that the value realized
will be at or near the value estimated by the Black-Scholes model.
(2) Represents the number of options and corresponding estimated dollar value of
such options granted to executive officers as a group on July 1, 1996. See
"Executive Compensation-Summary Compensation Table" and "-Option Plans" for
additional information on options granted to Named Executive Officers.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD, IF EXECUTED AND RETURNED, WILL BE VOTED FOR THE APPROVAL OF THE AMENDMENTS
TO THE MAF BANCORP, INC. 1990 INCENTIVE STOCK OPTION PLAN.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENTS TO
THE MAF BANCORP, INC. 1990 INCENTIVE STOCK OPTION PLAN.
24
PROPOSAL 3. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended June 30,
1996 were KPMG Peat Marwick LLP. The Board of Directors has reappointed KPMG
Peat Marwick LLP to continue as independent auditors for the Company and its
affiliates, including the Bank, for the fiscal year ending June 30, 1997 subject
to ratification of such appointment by the shareholders. Representatives of KPMG
Peat Marwick LLP are expected to attend the Meeting. They will be given an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions from shareholders present at the Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD, IF EXECUTED, WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF
KPMG PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR
ENDING JUNE 30, 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR THE YEAR ENDING JUNE 30, 1997.
SHAREHOLDER PROPOSALS
To be considered for inclusion in the proxy statement and proxy
relating to the annual meeting of shareholders to be held in 1997, which is
tentatively scheduled to be held on October 29, 1997, a shareholder proposal
must be received by the Corporate Secretary of the Company at the address set
forth on the first page of this Proxy Statement, no later than June 2, 1997.
If such annual meeting is held on a date more than 30 calendar days from October
29, 1997, a stockholder proposal must be received by a reasonable time before
the proxy solicitation for such annual meeting is made. Any such proposal will
be subject to 17 C.F.R. (S) 240.14a-8 of the Rules and Regulations of the
Securities and Exchange Commission.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The bylaws of the Company provide an advance notice procedure for
certain business to be brought before an annual meeting. In order for a
shareholder to properly bring business before an annual meeting, the shareholder
must give written notice to the Corporate Secretary of the Company not less than
thirty (30) days before the time originally fixed for such meeting; provided,
however, that in the event that less than forty (40) days notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. The notice
must include the shareholder's name and address, as it appears on the Company's
record of shareholders, a brief description of the proposed business, the reason
for conducting such business at the Annual Meeting, the class and number of
shares of the Company's capital stock that are beneficially owned by such
shareholder and any material interest of such shareholder in the proposed
business. In the case of nominations to the Board, certain information regarding
the nominee must be provided. The shareholder's notice of nomination must
contain all information relating to the nominee which is required to be
disclosed by the Company's bylaws and by the Exchange Act. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to the 1997 Annual Meeting any shareholder proposal
which does not meet all of the requirements for inclusion established by the
Securities and Exchange Commission in effect at the time such proposal is
received.
25
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented
for consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote the shares represented thereby on such matters in accordance with their
best judgment.
Whether or not you intend to be present at the Meeting, you are urged
to return your proxy promptly. If you are present at the Meeting and wish to
vote your shares in person, your proxy may be revoked by voting at the Meeting.
However, if you are a shareholder whose shares are not registered in your own
name, you will need additional documentation from your record holder to vote
personally at the Meeting.
By Order of the Board of Directors
/s/ Carolyn Pihera
Carolyn Pihera
Corporate Secretary
Clarendon Hills, Illinois
September 20, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
26
EXHIBIT A
MAF BANCORP, INC.
1990 INCENTIVE STOCK OPTION PLAN
1. PURPOSE. The purpose of the MAF Bancorp, Inc. (the "Holding Company") 1990
Incentive Stock Option Plan (the "Plan") is to advance the interests of the
Holding Company and its shareholders by providing employees of the Holding
Company and its affiliates, including Mid America Federal Savings Bank (the
"Bank"), upon whose judgment, initiative and efforts the successful conduct of
the business of the Holding Company and its affiliates largely depends, with an
additional incentive to perform in a superior manner as well as to attract
people of experience and ability.
2. DEFINITIONS.
(a) "Board of Directors" means the Board of Directors of the Holding Company.
(b) "Affiliate" means (i) a member of a controlled group of corporations of
which the Holding Company is a member or (ii) an unincorporated trade or
business which is under common control with the Holding Company as determined in
accordance with Section 414(c) of the Internal Revenue Code (the "Code") and the
regulations issued thereunder. For purposes hereof, a "controlled group of
corporations" shall mean a controlled group of corporations as defined in
Section 1563(a) of the Code determined without regard to Sections 1563(a)(4) and
(e)(3)(C).
(c) "Award" means an Award of Non-statutory Stock Options, Incentive Stock
Options, and/or Limited Rights granted under the provisions of the Plan.
(d) "Committee" means the Administrative/Compensation Committee of the Board
of Directors of the Bank, consisting solely of two or more non-employee members
of the Board of Directors, all of whom are "disinterested directors" as such
term is defined under Rule 16(b)-3(b)(3)(i) under the Securities Exchange Act of
1934, as amended, (the "Exchange Act"), as promulgated by the Securities and
Exchange Commission ("SEC").
(e) "Plan Year or Years" means a calendar year or years commencing on or after
January 19, 1990.
(f) "Date of Grant" means the actual date on which an Award is granted by the
Committee.
(g) "Common Stock" means the Common Stock of the Holding Company, par value,
$.01 per share.
(h) "Fair Market Value" means, when used in connection with the Common Stock
on a certain date, the average of the reported closing bid and ask prices of the
Common Stock as reported by the Nasdaq National Market (as published by the Wall
Street Journal, if published) on such date or if the Common Stock was not traded
on such date, on the next preceding day on which the Common Stock was traded
thereon or the last previous date on which a sale is reported.
A-1
(i) "Limited Right" means the right to receive an amount of cash based upon
the terms set forth in section 9.
(j) "Disability" means the permanent and total inability by reason of mental
or physical infirmity, or both, of an employee to perform the work customarily
assigned to him. Additionally, a medical doctor selected or approved by the
Board of Directors must advise the Committee that it is either not possible to
determine when such Disability will terminate or that it appears probable that
such Disability will be permanent during the remainder of said participant's
lifetime.
(k) "Termination for Cause" means the termination upon an intentional failure
to perform stated duties, breach of a fiduciary duty involving personal
dishonesty, which results in a material loss to the Holding Company or one of
its affiliates or willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order which
results in material loss to the Holding Company or one of its affiliates.
(l) "Participant" means an employee of the Holding Company or its affiliates
chosen by the Committee to participate in the Plan.
(m) "Change in Control" of the Bank or the Holding Company means a Change in
Control of a nature that: (i) 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 and Exchange Act of 1934 (the
"Exchange Act"); or (ii) results in a Change in Control of the Bank or the
Holding Company 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 such a
Change in Control shall be deemed to have occurred at such time as (a) 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 securities of the Bank or the Holding Company representing 20% or more
of the Bank's or the Holding Company's outstanding securities ordinarily having
the right to vote at the election of directors except for any securities of the
Bank purchased by the Holding Company in connection with the conversion of the
Bank to the stock form and any securities purchased by the Bank's employee stock
ownership plan and trust; or (b) individuals who constitute the Holding
Company's or the Bank's Board of Directors on the date hereof (the "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 whose nomination for election by the shareholders was
approved by the Nominating Committee serving under an Incumbent Board, shall be,
for purposes of this clause (b), considered as though he were a member of the
Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Bank or the Holding Company or
similar transaction occurs; or (d) a proxy statement shall be distributed
soliciting proxies from stockholders of the Holding Company, by someone other
than the current management of the Holding Company, seeking stockholder approval
of a plan of reorganization, merger or consolidation of the Holding 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 Bank or the Holding Company; or (e) a tender offer is made for
20% or more of the outstanding securities of the Bank or the Holding Company.
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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) or (iii) (a), (c) or (e) above which resulted from an
acquisition or proposed acquisition of stock of the Holding Company by a person,
as defined in the OTS' Acquisition of Control Regulations (12 C.F.R. (S) 574)
(the "Control Regulations"), who was an executive officer of the Holding Company
on January 19, 1990 and who has continued to serve as an executive officer of
the Holding Company as of the date of the event described in (i), (ii) or (iii)
(a), (c) or (e) 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 control shall not be deemed to have occurred if
at least one individual in the group is an incumbent officer.
(n) "Normal Retirement" means retirement at the normal or early retirement
date as set forth in any tax qualified plan of the Bank.
3. ADMINISTRATION. The Plan shall be administered by the
Administrative/Compensation Committee of the Board of Directors of the Bank.
The Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it sees necessary for the proper administration of
the Plan and to make whatever determinations and interpretations in connection
with the Plan it sees as necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and conclusive on all
Participants in the Plan and on their legal representatives and beneficiaries.
4. TYPES OF AWARDS. Awards under the Plan may be granted in any one or a
combination of:
(a) Incentive Stock Options;
(b) Non-statutory Stock Options; and
(c) Limited Rights
as defined below in paragraphs 7 through 9 of the Plan.
5. STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in Section
13, the maximum number of shares reserved for issuance under the Plan is 723,462
shares of Common Stock of the Holding Company, par value $.01 per share (as
adjusted for stock splits and stock dividends in 1993 and 1995, respectively).
These shares of Common Stock may be either authorized but unissued shares or
shares previously issued and reacquired by the Holding Company. To the extent
that options or rights granted under the Plan are exercised, the shares covered
will be unavailable for future grants under the Plan; to the extent that options
together with any related rights granted under the Plan terminate, expire or are
canceled without having been exercised or, in the case of Limited Rights
exercised for cash, new Awards may be made with respect to these shares.
6. ELIGIBILITY. Officers and other employees of the Holding Company or its
affiliates shall be eligible to receive Incentive Stock Options, Non-statutory
Stock Options and/or Limited Rights under the Plan. Directors who are not
employees or officers of the Holding Company or its affiliates shall not be
eligible to receive Awards under the Plan.
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7. NON-STATUTORY STOCK OPTIONS.
7.1 Grant of Non-statutory Stock Options. The Committee may, from time to
time, grant Non-statutory Stock Options to eligible employees. Non-statutory
Stock Options granted under this Plan are subject to the following terms and
conditions:
(a) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Non-statutory Stock Option shall not be less than 100% of
the Fair Market Value of the Holding Company's Common Stock on the date the
option is granted. Shares may be purchased only upon full payment of the
purchase price. Payment of the purchase price may be made, in whole or in
part, in cash or through the surrender of shares of the Common Stock of the
Holding Company at the Fair Market Value of such shares determined in the
manner described in Section 2(h).
(b) Terms of Options. The term during which each Non-statutory Stock
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-statutory Stock Option be exercisable in whole or in part more
than 10 years and one day from the Date of Grant. The Committee shall
determine the date on which each Non-statutory Stock Option shall become
exercisable in installments. The shares comprising each installment may be
purchased in whole or in part at any time after such installment becomes
purchasable. The Committee may, in its sole discretion, accelerate the time
at which any Non-statutory Stock Option may be exercised in whole or in part.
Notwithstanding the above, in the event of a Change in Control of the Bank or
the Holding Company, all Non-statutory Stock Options shall become immediately
exercisable.
(c) Termination of Employment. Upon the termination of an employee's
service for any reason other than Disability, Normal Retirement, death or
Termination for Cause, his Non-statutory Stock Options shall be exercisable
only as to those shares which were immediately purchasable by him at the date
of termination and only for a period of three months following termination.
In the event of Termination for Cause, all rights under his Non-statutory
Stock Options shall expire upon the termination. In the event of the death,
Disability or Normal Retirement of any employee, all Non-statutory Stock
Options held by the employee, whether or not exercisable at such time, shall
be exercisable by the employee or his legal representatives or beneficiaries
for three years following the date of his death, Normal Retirement or
cessation of employment due to Disability, provided that in no event shall the
period extend beyond the expiration of the Non-statutory Stock Option term.
8. INCENTIVE STOCK OPTIONS.
8.1 Grant of Incentive Stock Options. The Committee may, from time to time,
grant Incentive Stock Options to eligible employees. Incentive Stock Options
granted pursuant to the Plan shall be subject to the following terms and
conditions:
(a) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Incentive Stock Option shall be not less than 100% of the
Fair Market Value of the Holding Company's Common Stock on the date the
Incentive Stock Option is granted. However, if an employee owns stock
possessing more than 10% of the total combined voting power of all classes of
Common Stock of the Holding Company (or, under Section 424(d) of the Code, is
deemed to own Common Stock
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representing more than 10% of the total combined voting power of all such
classes of Common Stock), the purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option shall not be less
than 110% of the Fair Market Value of the Holding Company's Common Stock on
the date the Incentive Stock Option is granted. Shares may be purchased only
upon payment of the full purchase price. Payment of the purchase price may be
made, in whole or in part, in cash or through the surrender of shares of the
Common Stock of the Holding Company at the Fair Market Value of such shares
determined in the manner described in Section 2(h).
(b) Amounts of Options. Incentive Stock Options may be granted to any
eligible employee in such amounts as determined by the Committee; provided
that the amount granted is consistent with the terms of Section 422 of the
Code. In the case of an option intended to qualify as an Incentive Stock
Option, to the extent that the aggregate Fair Market Value (determined as of
the time the option is granted) of the Common Stock with respect to which
Incentive Stock Options (determined without regard to this sentence) granted
are exercisable for the first time by the Participant during any calendar year
(under all plans of the Participant's employer corporation and its parent and
subsidiary corporations) and such Fair Market Value exceeds $100,000, such
options shall be treated as non-statutory stock options. The provisions of
this Section 8.1(b) shall be construed and applied in accordance with Section
422(d) of the Code and the regulations, if any, promulgated thereunder.
(c) Terms of Options. The term during which each Incentive Stock Option
may be exercised shall be determined by the Committee, but in no event shall
an Incentive Stock Option be exercisable in whole or in part more than 10
years from the Date of Grant. If any employee, at the time an Incentive Stock
Option is granted, owns Common Stock representing more than 10% of the total
combined voting power of the Holding Company (or, under Section 424(d) of the
Code, is deemed to own Common Stock representing more than 10% of the total
combined voting power of all such classes of Common Stock, by reason of the
ownership of such classes of Common Stock, directly or indirectly, by or for
any brother, sister, spouse, ancestor or lineal descendent of such employee,
or by or for any corporation, partnership, estate or trust of which such
employee is a shareholder, partner or beneficiary), the Incentive Stock Option
granted shall not be exercisable after the expiration of five years from the
Date of Grant. No Incentive Stock Option granted under this Plan is
transferable except by will or the laws of descent and distribution and is
exercisable in the employee's lifetime only by the employee to whom it is
granted.
The Committee shall determine the date on which each Incentive Stock Option
shall become exercisable and may provide that an Incentive Stock Option shall
become exercisable in installments. The shares comprising each installment
may be purchased in whole or in part at any time after such installment
becomes purchasable, provided that the amount able to be first exercised in a
given year is consistent with the terms of Section 422 of the Code. The
Committee may, in its sole discretion, accelerate the time at which any
Incentive Stock Option may be exercised in whole or in part, provided that it
is consistent with the terms of Section 422 of the Code. Notwithstanding the
above, in the event of a Change in Control of the Bank or the Holding Company,
all Incentive Stock Options shall become immediately exercisable.
(d) Termination of Employment. Upon the termination of an employee's
service for any reason other than Disability, Normal Retirement, death or
Termination for Cause, such employee's Incentive Stock Options shall be
exercisable only as to those shares which were immediately purchasable at the
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date of termination and only for a period of three months following
termination. In the event of Termination for Cause of an employee, all rights
under such employee's Incentive Stock Options shall expire upon termination.
In the event of death or Disability of any employee, all Incentive Stock
Options held by such employee, whether or not exercisable at such time, shall
be exercisable by the employee or his or her legal representatives or
beneficiaries for one year following the date of death or cessation of
employment due to Disability. Upon termination of an employee's service due
to Normal Retirement, all Incentive Stock Options held by such employee,
whether or not exercisable at such time, shall be exercisable for a period of
one year following the date of cessation of employment, provided however, that
such option shall not be eligible for treatment as an Incentive Stock Option
in the event such option is exercised more than three months following the
date of his Normal Retirement. In no event shall the period extend beyond the
expiration of the Incentive Stock Option term.
(e) Compliance with the Code. The options granted under this Section 8 of the
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Holding Company makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code.
9. LIMITED RIGHTS.
9.1 Grant of Limited Rights. The Committee may grant a Limited Right
simultaneously with the grant of any option, with respect to all or some of the
shares covered by such option. Limited Rights granted under this Plan are
subject to the following terms and conditions:
(a) Terms of Rights. In no event shall a Limited Right be exercisable in
whole or in part before the expiration of six months from the date of grant of
the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control of the Holding Company.
The Limited Right may be exercised only when the underlying option is
eligible to be exercised, provided that the Fair Market Value of the
underlying shares on the day of exercise is greater than the exercise price of
the related option.
Upon exercise of a Limited Right, the related option shall cease to be
exercisable. Upon exercise or termination of an option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of
the difference between the exercise price and the Fair Market Value of the
Common Stock subject to the underlying option. The Limited Right is
transferable only when the underlying option is transferable and under the
same conditions.
(b) Payment. Upon exercise of a Limited Right, the holder shall promptly
receive from the Holding Company an amount of cash equal to the difference
between the exercise price of the related option and the Fair Market Value of
the underlying shares on the date the Limited Right is exercised, multiplied
by the number of shares with respect to which such Limited Right is being
exercised.
A-6
(c) Termination of Employment. Upon the termination of an employee's
service for any reason other than Disability, Normal Retirement, death or
Termination for Cause, any Limited Rights held by such employee shall be
exercisable only as to those shares of the related option which were
immediately purchasable at the date of termination and for a period of three
months following termination. In the event of Termination for Cause, all
Limited Rights held by him shall expire immediately.
Upon termination of an employee's employment for reason of death or
Disability, all Limited Rights held by such employee shall be exercisable by
the employee or his legal representative or beneficiaries for a period of one
year from the date of such termination with respect to Limited Rights related
to Incentive Stock Options, and for a period of three years from the date of
such termination with respect to Limited Rights related to Non-statutory Stock
Options. Upon termination of an employee's employment for reason of Normal
Retirement, all Limited Rights held by such employee shall be exercisable by
the employee or his legal representative or beneficiary for one year with
respect to Limited Rights granted with respect to Incentive Stock Options and
three years with respect to Limited Rights granted with respect to Non-
statutory Stock Options. In no event shall the period extend beyond the
expiration of the term of the related option.
10. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY. An optionee shall have no
rights as a shareholder with respect to any shares covered by a Non-statutory
and/or Incentive Stock Option until the date of issuance of a stock certificate
for such shares. Nothing in this Plan or in any Award granted confers on any
person any right to continue in the employ of the Holding Company or its
affiliates or to continue to perform services for the Holding Company or its
affiliates or interferes in any way with the right of the Holding Company or its
affiliates to terminate such person's services as an officer or other employee
at any time.
No Award under the Plan shall be transferable by the optionee other than by
will or the laws of descent and distribution and may only be exercised during
such employee's lifetime by the optionee, or by a guardian or legal
representative.
11. AGREEMENT WITH GRANTEES. Each Award of Options, and/or Limited Rights
will be evidenced by a written agreement, executed by the Participant and the
Holding Company or its affiliates which describes the conditions for receiving
the Awards including the date of Award, the purchase price if any, applicable
periods, and any other terms and conditions as may be required by the Board of
Directors or applicable securities law.
12. DESIGNATION OF BENEFICIARY. A Participant may, with the consent of the
Committee, designate a person or persons to receive, in the event of death, any
stock option or Limited Rights Award to which the Participant would then be
entitled. Such designation will be made upon forms supplied by and delivered to
the Holding Company and may be revoked in writing. If a Participant fails
effectively to designate a beneficiary, then the estate will be deemed to be the
beneficiary.
13. DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the
outstanding shares of Common Stock of the Holding Company by reason of any stock
dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other similar corporate
change, or other increase or decrease in such shares effected without receipt or
payment of consideration by
A-7
the Holding Company, the Committee will make such adjustments to previously
granted Awards, to prevent dilution or enlargement of the rights of the
Participant, including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common Stock
which may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common Stock
covered by Awards already made under the Plan;
(c) adjustments in the purchase price of outstanding Incentive and/or Non-
statutory Stock Options, or any Limited Rights attached to such options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.
14. WITHHOLDING. The Holding Company may withhold, at the election of the
Participant, from each distribution of cash and/or Common Stock under the Plan
the amount of tax required by any governmental authority to be withheld to cover
any applicable withholding and employment taxes and if the amount of such
payment is insufficient, the Holding Company may require the Participant to pay
to the Holding Company the amount required to be withheld. Alternatively, a
Participant may pay to the Holding Company the amount of cash required to be
withheld in lieu of any withholding of distribution under this Plan.
15. AMENDMENT OF THE PLAN. The Board of Directors may at any time, and from
time to time, modify or amend the Plan in any respect, prospectively or
retroactively; provided however, that provisions governing grants of Incentive
Stock Options, unless permitted by the rules and regulations or staff
pronouncements promulgated under the Code, shall be submitted for shareholder
approval to the extent required by such law, regulation or interpretation.
Failure to ratify or approve amendments or modifications by shareholders shall
be effective only as to the specific amendment or modification requiring such
ratification. Other provisions, sections, and subsections of this Plan will
remain in full force and effect.
No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award without the written permission of such
Participant.
16. EFFECTIVE DATE OF PLAN. The Plan became effective on January 19, 1990
upon the conversion of Mid America Federal Savings Bank from the mutual to
capital stock form of ownership. The Plan was presented to, and approved by
shareholders at the 1990 Annual Shareholders Meeting held on October 31, 1990,
for purposes of: (i) obtaining favorable treatment under Section 16(b) of the
Exchange Act; (ii) obtaining preferential tax treatment for Incentive Stock
Options; and (iii) maintaining listing on the Nasdaq National Market System.
A-8
The failure to obtain shareholder approval of the amendments to the Plan being
presented at the 1996 Annual Shareholders' Meeting held on October 23, 1996,
will not affect the validity of the Plan prior to such amendments and the
options thereunder, and the Plan shall remain in full force and effect.
17. TERMINATION OF THE PLAN. The right to grant Awards under the Plan will
terminate upon the earlier of thirteen (13) years after the Effective Date of
the Plan or the issuance of Common Stock or the exercise of options or related
rights equaling the maximum number of shares reserved under the Plan as set
forth in Section 5. Notwithstanding the foregoing, however, the right to grant
Incentive Stock Option Awards under the Plan will terminate upon the earlier of
ten (10) years after the Effective Date of the Plan or the issuance of Common
Stock or the exercise of options or related rights equaling the maximum number
of shares reserved under the Plan as set forth in Section 5. The Board of
Directors has the right to suspend or terminate the Plan at any time, provided
that no such action will, without the consent of a Participant, adversely affect
such Participant's rights under a previously granted Award.
18. APPLICABLE LAW. The Plan will be administered in accordance with the
laws of the State of Delaware.
A-9
- -
- -
REVOCABLE PROXY MAF BANCORP, INC.
55TH STREET & HOLMES AVENUE, CLARENDON HILLS, ILLINOIS 60514
(630) 325-7300
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 23, 1996, 10:00 A.M.
The undersigned hereby appoints the Board of Directors of MAF Bancorp, Inc.
("MAF Bancorp"), each with full power of substitution, to act as proxies for
the undersigned, and to vote all shares of common stock of MAF Bancorp which
the undersigned is entitled to vote only at the Annual Meeting of Shareholders
(the "Annual Meeting"), to be held on October 23, 1996, at 10:00 a.m., local
time, at Marie's Ashton Place, 341 W. 75th Street, Willowbrook, Illinois 60514,
and at any and all adjournments thereof, as marked on the reverse side.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS LISTED. If
any other business is presented at the Annual Meeting, including whether or not
to adjourn the meeting, this proxy will be voted by those named in this proxy
in their best judgment. At the present time, the Board of Directors knows of no
other business to be presented at the Annual Meeting.
The undersigned hereby acknowledges receipt from MAF Bancorp prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders and of a
proxy statement dated September 20, 1996, and the 1996 Annual Report to
Shareholders.
(PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE HEREOF AND
RETURN IT IN THE ENCLOSED ENVELOPE.)
MAF BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
1. The Election of Directors for terms of three years For ALL
each: Allen H. Koranda, Dr. Robert Bowles and For Withheld Except
Henry Smogolski [ ] [ ] [ ]
(To withhold authority to vote for
an individual nominee, write that nominee's
name on the line provided below).
----------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
2. The approval of amendments to the MAF Bancorp, For Against Abstain
Inc. 1990 Incentive Stock Option Plan. [ ] [ ] [ ]
3. The ratification of the appointment of KPMG For Against Abstain
Peat Marwick LLP as independent [ ] [ ] [ ]
auditors of MAF Bancorp, Inc. for the
fiscal year ending June 30, 1997.
Dated: ___________________,1996
-------------------------------
Signature of Shareholder
-------------------------------
Signature of Shareholder
Please sign exactly as your
name appears on this card
(do not print).
Please indicate any change
in address.
When shares are held by joint
tenants, both should sign, but
only one signature is required.
When signing as attorney,
executor, administrator, trustee
or guardian, please give full
title as such.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.