Exhibit 10(xiii) MAF Bancorp, Inc. Shareholder Value Long-Term Incentive Plan
MAF Bancorp
SHAREHOLDER VALUE LONG-
TERM INCENTIVE PLAN
Effective July, 1993
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I. PURPOSE OF THE PROGRAM
The purpose of the MAF Bancorp (the Company) Shareholder Value Incentive Plan
(the Plan) is to provide executives with financial motivation to act in the
long-term interests of the Company and its shareholders. By providing financial
rewards to executives linked to the achievement of long-term goals, the Company
believes the Plan will promote an increased focus by those people primarily
responsible for its long-term success on the longer-term impact of their
decisions.
II. EFFECTIVE DATE
The Plan will become effective on the first day of the 1994 fiscal year. The
Plan will continue in effect until and unless terminated by the Board of
Directors (the Board).
III. DEFINITIONS
1. "Base Salary", for purposes of this Plan only, is the fixed portion of
executives' compensation. It specifically excludes any amounts paid
pursuant to the Annual Incentive Plan and the Shareholder Value
Incentive Plan.
2. "Performance Period" means a period of three consecutive fiscal years
of the Company.
3. "Participant" means any employee designated by the Chairman/CEO to
participate in the Plan.
4. "Retirement", for purposes of this Plan only, shall be defined as the
first day of the month following the month in which the Participant
attains his or her 65th birthday.
5. "Disability" shall be defined by reference to its definition under
Section 8.02 of the Mid America Federal Savings Bank Profit Sharing
Plan.
6. "Total Shareholder Return" refers to stock price appreciation plus
reinvested dividends.
IV. ELIGIBILITY AND PARTICIPATION
In general, all executives who have the potential to significantly impact
strategic results will participate in the Plan. Other employees may be appointed
to participate in the Plan at the discretion of the Chairman or President, if
determined necessary or desirable to carry out the purpose of the Plan.
Initially there will be three levels (i.e. groups) of participation under the
Plan. These include:
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IV. ELIGIBILITY AND PARTICIPATION (continued)
. Group I: The Chairman/CEO and the President
. Group II: Selected executives with company-wide responsibilities.
Initially this includes:
- Chief Financial Officer
- SVP Loan Operations
. Group III: Selected executives with primary accountability for one or
more key functional areas. Initially this includes:
- 1st VP and Controller
- 1st VP Administration/Savings
- 1st VP Investor Relations/Taxation
- VP Secondary Mortgage Marketing
- SVP Loan Administration/Compliance
- President Mid America Development
- SVP Operations/Information Systems
- SVP Retail Banking
The addition of Participants and/or changes in group assignment after July 1,
1993 will be effective upon notification of selection. If notification is given
in the midst of a Performance Period, Participants will receive a pro rata share
of any awards distributed at the end of the Performance Period.
V. OVERALL PLAN ADMINISTRATION
Compensation Committee: The Compensation Committee (the Committee) shall be
responsible for overall Plan administration. The Committee, by majority action,
is authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Company, and to
make all other determinations necessary or advisable for the administration of
the Plan, but only to the extent not contrary to the express provisions of the
Plan. The Committee may request the assistance of the Board in making any
determination under the Plan or in carrying out its duties hereunder.
Determinations, interpretations, or other actions made or taken by the Committee
pursuant to the provisions of the Plan shall be final, binding and conclusive
for all purposes and upon all persons whomsoever.
Amendment, Modification, and Termination of the Plan: The Board or its
designated committee may at any time terminate, and from time to time may amend
or modify the Plan, except that no amendment shall increase the amount of an
award payable to a Participant or group of Participants and except that no such
termination shall be effective with respect to the Performance Period(s) then in
effect.
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V. OVERALL PLAN ADMINISTRATION (continued)
Expenses of the Plan: The expenses of the Plan shall be allocated
proportionately among the Company and the Bank based on the relative
compensation expense, other than the expense of this Plan, incurred by the
Company and the Bank for each Participant in the Plan.
VI. SHAREHOLDER VALUE PLAN
1. Plan Overview: The shareholder value plan is predicated on the belief that
executives should receive long-term incentive awards commensurate to the
return shareholders receive in stock price appreciation and dividends. If
relative to other companies the Company performs well, this plan will
provide substantial awards to executives. Conversely, if the Company
performs poorly in terms of stock price appreciation and dividends, this
plan will provide no awards.
2. Performance Period: Performance will be measured over a three year period.
A new three-year Performance Period will begin each year. As a result, at
any given time three overlapping shareholder value plans will be in effect.
3. Performance Measure: Before the beginning of each Performance Period, the
Chairman/CEO shall propose the criteria and performance goals upon which
Company performance will be based. These must be approved by the Board. For
the initial Performance Period, the criterion is the Company's Total
Shareholder Return relative to: (1) comparable thrift industry companies,
and (2) the S&P 500 stock index. Specifically, the plan will be activated
if the Company's Total Shareholder Return for the Performance Period is in
the 51st percentile or better when compared to thrift industry companies.
Once activated, the final award size will depend on the Company's
percentile rank in Total Shareholder Return relative to the return of S&P
500 companies over the Performance Period.
4. Award Opportunities: Before the beginning of each Performance Period, the
Chairman/CEO shall propose award opportunities for each Participant group.
As a general guideline, award opportunities will correspond to the
competitive market practices and the relative priority placed by the
Company on achieving annual versus long-term performance goals. These must
be approved by the Board.
Participants will be assigned a "Target" award opportunity stated as a
percent of base salary. The Target level is the amount that will be paid
for exactly achieving Target performance goals.
Initial Target award levels are stated as follows:
. 25 percent of base salaries for Group I positions
. 20 percent of base salaries for Group II positions
. 11 percent of base salaries for Group III positions
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VI. SHAREHOLDER VALUE PLAN (continued)
5. Award Distribution: Each Participant will be awarded a number of
Performance Units based on the Participant's base salary and his/her
assigned Target award opportunity. Performance Units will have a Target
value of $100. The number of units awarded will be determined by
multiplying each Participant's base salary by the Target award opportunity,
and the result divided by $100.
At the end of each Performance Period, the value of each Performance Unit
will be determined based on the following schedule:
Performance Performance Company TSR Percentile
Level Unit Value Rank Among S&P 500
----- ---------- ------------------
Threshold $ 50 50th
$ 75 55th
Target $100 60th
$125 65th
$150 70th
$175 75th
$200 80th
$225 85th
Superior $250 90th
The calculation of a Participant's award for a Performance Period shall be
made by multiplying the number of Performance Units granted by the
Performance Unit value. The award will be distributed in cash.
6. Timing of Award Payments: Except as outlined in Section VII, all awards
made under the Plan (i.e., cash) shall be paid to Participants within 30
days after the date on which the independent certified public accountants
have determined the Company's percentile rank on a Total Shareholder Return
basis among the S&P 500.
7. Change in Control: Upon the occurrence of a Change in Control of the
company (as such term is defined in the MAF Bancorp 1990 Incentive Stock
Option Plan), Participants' awards for each of the three shareholder value
plans then in effect shall be calculated based on the applicable
performance criteria without regard to whether the full three year
performance period has been completed for each of the overlapping plans. In
such case, the performance period shall be deemed to have ended as of the
end of the latest calendar quarter preceding the closing of any Change in
Control transaction. The award calculated for each of the three overlapping
plans shall then be reduced on a pro rata basis based on the ratio of the
number of months actually completed in the performance period to thirty-six
months.
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VII. CHANGES IN EMPLOYEE STATUS
When a Participant's employment is terminated, voluntarily or involuntarily,
prior to vesting of Performance Units for reasons other than death, retirement
or disability, the Participant will forfeit all rights to unvested awards.
Terminating participants are entitled to receive vested Performance Units at the
same time that active Participants receive their awards.
Termination during a Performance Period for reasons of death, retirement or
disability will result in a pro rata payment based on the number of full months
of employment during the Performance Period(s) as a percent of the total months
of the Performance Period(s). Payment of awards, if earned, shall be made at the
same time that active Participants receive their awards.
VIII. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingentally or successively) to whom any
benefit under the Plan is to be paid in case of the Participant's death before
he or she receives any or all of such benefit. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee and will be effective only when filed by the Participant in writing
with the Committee during his/her lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the estate of the Participant.
IX. TAX WITHHOLDING
Upon payment of awards under the Plan, the amount of tax required by any
governmental authority to be withheld shall be deducted from each distribution
of cash.
X. RIGHTS OF EMPLOYERS
Nothing in the Plan shall interfere with or limit in any way the right of the
Company to terminate any Participant's employment at any time nor confer upon
any Participant any right to continue in the employ of the Company.
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CERTIFICATE OF RESOLUTION
I, Carolyn Pihera, do hereby certify that I am the duly elected and acting
Secretary of Mid America Federal Savings Bank, and that the following is a true
and correct copy of a certain resolution adopted by the Board of Directors of
said Bank at their regular meeting held June 27, 1995, at which meeting a quorum
of the members of said Bank were present and acting throughout:
NOW THEREFORE BE IT RESOLVED, that the Board amends Section IV, Eligibility
and Participation, and Section VI (4), Award Opportunities, by adding Gail
Brzostek, Vice President - Check Operations and Diane Stutte, Vice
President - Teller Operations as new Group IV participants whose target
award levels will be equal to 6% of base salaries.
I do further certify that the foregoing resolution has not been altered or
amended, but remains in force and effect.
IN WITNESS WHEREOF, I have executed this Certificate and affixed the Bank's seal
this 31st day of August, 1995.
/s/ Carolyn Pihera
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Corporate Secretary
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EXTRACT FROM THE RECORDS OF
MID AMERICA FEDERAL SAVINGS BANK
REGULAR MEETING OF THE BOARD OF DIRECTORS
HELD DECEMBER 16, 1997
At the meeting of the Board of Directors of Mid America Federal Savings Bank
duly called and held on the 16th day of December, 1997, a quorum being present,
it was on motion:
Long-Term Incentive Plan
WHEREAS, the Committee and the Board wish to amend Section VI(5) of the Plan to
provide for a revised valuation of performance units granted after June 30,
1998; and
WHEREAS, the Committee and the Board wish to amend Section VI(3) of the Plan to
eliminate the requirement that the Company's Total Shareholder Return be at
least in the 51st percentile of comparable thrift industry companies in order to
activate the plan, with such amendment to be effective for performance units
granted after June 30, 1997; and
WHEREAS, the Committee and the Board wish to amend Section VI(3) of the Plan to
provide for a Total Shareholder Return of an least 15% during a performance
period in order to activate the Plan, with such amendment to be effective for
performance units granted after June 30, 1996;
NOW THEREFORE BE IT RESOLVED, that the above resolutions are approved and
adopted with the following revised performance unit valuation table to be
effective for awards granted after June 30, 1996:
Performance Rank v. New Performance
Level S&P 500 Unit Value
----- ------- ----------
Threshold 50th $ 50
55th $ 75
Target 60th $100
65th $117
70th $133
75th $150
80th $167
85th $183
Superior 90th $200
I do further certify that the foregoing resolution has not been altered or
amended, but remains in force and effect.
IN WITNESS WHEREOF, I have executed this Certificate and affixed the Bank's seal
this 14th day of March, 1998.
/s/ Carolyn Pihera
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Corporate Secretary
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