UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NUMBER 0-24082
STANDARD FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3941870
(State of incorporation) (I.R.S. Employer
Identification No.)
800 BURR RIDGE PARKWAY
BURR RIDGE, ILLINOIS 60521
(Address of principal (Zip Code)
executive offices)
(630) 986-4900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Not applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(title of class)
Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past
90 days.
Yes x No
Indicate by check mark if disclosure of delinquent filers
pursuant to item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the
Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. ( )
Based upon the closing price of the Registrant s stock as
of July 11, 1997, the aggregate value of the voting stock
held by non-affiliates of the Registrant is $401.2
million.
Number of shares of common stock, par value $0.01, outstanding
as of July 11, 1997: 16,210,435
Documents incorporated by reference: portions of the
1996 Annual Report to Stockholders (Part I and Part III).
Pursuant to Rule 12b-15 of the Securities Exchange
Act of 1934, as amended, the undersigned Registrant
hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form
10-K for the fiscal year ended December 31, 1996 to read
in their entirety as set forth below:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.
(a)(1) The following consolidated financial
statements of the Registrant and its subsidiaries
included in the Registrant's 1996 Annual Report to
Stockholders, together with the report therein of Ernst &
Young LLP, dated January 27, 1997, are incorporated
herein by reference:
Consolidated Statements of Condition as of December
31, 1996 and 1995;
Consolidated Statements of Income for the years
ended December 31, 1996, 1995 and 1994;
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1996, 1995 and 1994;
Consolidated Statements of Cash Flows for the years
ended December 31, 1996, 1995 and 1994; and
Notes to Consolidated Financial Statements.
The remaining information appearing in the Registrant's
1996 Annual Report to Stockholders is not deemed to be
filed as a part of this Report, except as expressly
provided herein.
(a)(2) All schedules are omitted because they are
not required or are not applicable or the required
information is shown on the consolidated financial
statements or notes thereto which have been incorporate
by reference herein.
(a)(3) The exhibits listed on the attached
Exhibit Index are either filed as part of this Report or
are already on file with the SEC and are incorporated by
reference herein.
(b) The Registrant filed a Current Report on Form
8-K on November 25, 1996 to report under Item 5 that the
Registrant's Board of Directors had approved certain
amendments to the Registrant's Bylaws. Under Item 7 of
such Form 8-K, the Registrant filed as exhibits copies of
such amendments to the Registrant's Bylaws and a copy of
the press release announcing the amendments.
(c) Exhibits to this Form 10-K are either filed as
part of this Report or are incorporated herein by
reference.
(d) Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
July 16, 1997 STANDARD FINANCIAL, INC.
By /s/ RANDALL R. SCHWARTZ
Randall R. Schwartz
Vice President and General
Counsel
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
July 16, 1997 STANDARD FINANCIAL, INC.
By /s/ RANDALL R. SCHWARTZ
Randall R. Schwartz
Vice President and General
Counsel
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2.1 Amended Plan of Conversion of Standard
Federal Bank for savings (incorporated
herein by reference to Registrant s
registration statement on Form S-1 (File
No. 33-76596), as amended)
3.1 Articles of Incorporation of Registrant
(incorporated herein by reference to
Registrant s registration statement on
Form S-1 (File No. 33-76596), as amended)
3.2* Bylaws of Registrant, as amended
4.1 Specimen of Stock Certificate of Standard
Financial, Inc. (incorporated herein by
reference to Registrant s registration
statement on Form S-1 (File No. 33-76596),
as amended)
4.2 Specimen of Stock Certificate of Standard
Federal Bank for savings (incorporated
herein by reference to Registrant s
registration statement on Form S-1 (File
No. 33-76596), as amended)
10.1 Standard Federal Bank for savings Employee
Stock Ownership Plan and Trust
(incorporated by reference to Registrant's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, No. 0-24082)
10.2 Credit Agreement by and between Standard
Federal Bank for savings Employee Stock
Ownership Trust and Registrant
(incorporated herein by reference to
Registrant s registration statement on
Form S-1 (File No. 33-76596), as amended)
10.2-A First Amendment to Loan and Security
Agreement dated and effective as of
November 30, 1994, by and between
Harris Bank Palatine, N.A. (formerly
known as Suburban National Bank of
Palatine), not individually but
solely as Trustee under the Standard
Federal Bank for savings Employee
Stock Ownership Plan and Trust
effective June 22, 1994 and
Registrant (incorporated by reference
to Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1994, No. 0-24082)
10.2-B Second Amendment to Loan and Security
Agreement dated and effective as of
December 30, 1994, by and between
Harris Bank Palatine, N.A. (formerly
known as Suburban National Bank of
Palatine), not individually but
solely as Trustee under the Standard
Federal Bank for savings Employee
Stock Ownership Plan and Trust
effective June 22, 1994 and
Registrant (incorporated by reference
to Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1994, No. 0-24082)
10.3 Standard Financial, Inc. Management
Recognition and Retention Plan
(incorporated herein by reference to
Registrant's registration statement on
Form S-1 (File No. 33-76596), as amended)
10.3-A Revised form of Standard Financial,
Inc. Management Recognition and
Retention Plan (incorporated by
reference to Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1994, No. 0-
24082)
10.4 Standard Financial, Inc. Stock Option Plan
(incorporated herein by reference to
Registrant s registration statement on
Form S-1 (File No. 33-76596), as amended)
10.4-A Revised form of Standard Financial,
Inc. Stock Option Plan (incorporated
by reference to Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1994, No. 0-
24082)
10.5 Standard Financial, Inc. Stock Option Plan
for Outside Directors (incorporated herein
by reference to Registrant s registration
statement on Form S-1 (File No. 33-76596),
as amended)
10.5-A Revised form of Standard Financial,
Inc. Stock Option Plan for Outside
Directors (incorporated by reference
to Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1994, No. 0-24082)
10.6 Form of Employment Agreement between
Standard Federal Bank for savings and
executive officer (incorporated herein by
reference to Registrant s registration
statement on Form S-1 (File No. 33-76596),
as amended)
10.6-A Form of Employment Agreement by and
between Registrant, Standard Federal
Bank for savings and David H.
Mackiewich, as amended through
October 16, 1996
10.6-B Form of Employment Agreement by and
between Registrant, Standard Federal
Bank for savings and Thomas M. Ryan,
as amended through October 16, 1996
10.7 Form of Change in Control Agreement
between Standard Federal Bank for savings
and executive officer (incorporated herein
by reference to Registrant s registration
statement on Form S-1 (File No. 33-76596),
as amended)
10.7-A Form of Change in Control Agreement
between Registrant and David H.
Mackiewich, dated October 16, 1996
10.7-B Form of Change in Control Agreement
between Registrant and Thomas M.
Ryan, dated October 16, 1996
10.7-C Form of Change in Control Agreement
between Registrant and Kurtis D.
Mackiewich, as amended through
October 16, 1996
10.7-D Form of Change in Control Agreement
between Registrant and Ruta M.
Staniulis, as amended through October
16, 1996
10.7-E Form of Change in Control Agreement
between Registrant and Leonard A.
Metheny, as amended through October
16, 1996
10.7-F Form of Change in Control Agreement
between Registrant and Randall R.
Schwartz, as amended through October
16, 1996
10.7-G Form of Change in Control Agreement
between Registrant and James Chippas,
dated October 16, 1996
10.7-H Form of Amendment to Change In
Control Agreement between Standard
Financial Mortgage Corporation, the
Registrant and Robert R. Harring,
III, effective July 18, 1996
10.7-I Form of Amendment to Change In
Control Agreement between Standard
Financial Mortgage Corporation, the
Registrant and Robert R. Harring,
III, effective September 26, 1996
10.8 Standard Federal Bank for savings
Severance Compensation Plan (incorporated
herein by reference to Registrant s
registration statement on Form S-1 (File
No. 33-76596), as amended)
11.1* Statement RE Computation of Per Share
Earnings
13.1 Portions of Company s 1996 Annual Report
to Stockholders (incorporated by reference
to Registrant's 1996 Annual Report to
Stockholders, filed March 27, 1997, No. 0-
24082)
21.1 Subsidiaries of the Company (incorporated
by reference to Registrant's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1995, No. 0-24082)
23.1 Consent of Ernst & Young LLP
27.1* Financial Data Schedule
___________________
* Indicates that exhibit was previously filed with the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and is not being
filed with this Form 10-K/A.
EXHIBIT 10.6-A
STANDARD FEDERAL BANK FOR SAVINGS
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is
entered into as of July 28, 1994 (the "Effective Date"),
by and among Standard Federal Bank for savings ("SFB"),
Standard Financial, Inc. ("Holding Company") and David H.
Mackiewich ("Executive").
WHEREAS, SFB is a wholly owned subsidiary of
Holding Company;
WHEREAS, Executive has been elected to and has
agreed to serve in the position of President and Chief
Executive Officer for SFB and Holding Company, positions
of substantial responsibility;
WHEREAS, SFB and Holding Company recognize the
substantial contribution Executive has made to SFB and
Holding Company, and each considers the establishment and
maintenance of sound and vital senior management to be
essential to protecting and enhancing the best interests
thereof and therefore desires to enter into an agreement
governing the terms and conditions of Executive's
employment; and
WHEREAS, the Board of Directors of SFB and of
Holding Company have considered and approved this
Agreement with respect to Executive's employment.
NOW, THEREFORE, in consideration of the
contribution and responsibilities of Executive, and upon
the other terms and conditions hereinafter provided, the
parties hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of SFB or the Holding
Company as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of SFB or Holding
Company adopts a resolution to the effect that a Change
in Control of SFB or Holding Company for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item l(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of SFB or Holding Company
representing 20 percent or more of Holding Company's or
SFB's outstanding securities, except for any securities
of SFB purchased by Holding Company in connection with
the conversion of SFB to stock form, any securities
purchased by SFB's employee stock ownership plan and
trust and any person who becomes a 20 percent beneficial
owner solely as a result of stock repurchases by Holding
Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of SFB or Holding Company or a
similar transaction occurs in which SFB or Holding
Company is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean:
(a) If Executive's employment is automatically
terminated under Section 7.1 of this Agreement, the date
on which the event which triggered that automatic
termination occurred.
(b) If Executive's employment is terminated
for Good Reason under Section 7.3 of this Agreement or by
SFB under Section 7.2(a) of this Agreement, the date
specified in the Notice of Termination.
(c) If Executive's employment is terminated
under Section 7.2(b) of this Agreement, the date
specified in Section 7.2(b).
(d) If Executive's employment is terminated at
the end of the Term of this Agreement, the last day of
such Term.
1.4 "Disability" shall mean Executive's inability
for a period of not less than 90 consecutive days, due to
accident or physical or mental illness, to adequately and
fully perform the duties required by an employee in
Executive's position; provided, however, that Disability
for purposes of this Agreement shall not include any
Disability which results from Executive's engaging in a
criminal enterprise or from Executive's habitual
drunkenness, addiction to narcotics or intentionally
inflicted injury. If at any time during the Term, the
SFB Board makes a determination with respect to
Executive's Disability, that determination shall be
final, conclusive, and binding upon SFB, Executive, and
their successors in interest, so long as such
determination has a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with SFB or Holding Company
immediately prior to a Change in Control of SFB or
Holding Company; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of SFB or Holding Company are changed
in any material respect; the Term of this Agreement is
not restored to three years under Section 2.2 of this
Agreement; Executive is removed from or is not re-elected
to any of such positions, except in connection with the
termination of Executive's employment (1) for Cause, (2)
on account of Disability, (3) as a result of Executive's
death, or (4) by Executive other than for Good Reason;
(b) within two years after a Change in
Control, SFB's or Holding Company's principal executive
offices are relocated to a location at least 30 miles
from its current location; or SFB or Holding Company
requires Executive to be based anywhere other than in the
Chicago, Illinois metropolitan area, except for required
travel on SFB's or Holding Company's business to an
extent substantially consistent with similarly situated
executives' business travel obligations;
(c) within two years after a Change in
Control, SFB or Holding Company reduces in any material
respect the base salary of Executive, SFB or Holding
Company fails to continue in effect any material benefit
or compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change in
Control (or plans providing Executive with substantially
similar benefits) or SFB or Holding Company takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
SFB or Holding Company or deprive Executive of any
material fringe benefits;
(d) SFB or Holding Company fail to obtain the
assumption of all obligations under this Agreement by any
successor as contemplated in Section 8.5 of this
Agreement; or
(e) within two years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 7.4
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from SFB or from Executive, which shall indicate the
specific termination provision in this Agreement relied
upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination
of Executive's employment under the provision so
indicated and shall state the effective date of the
termination.
1.8 The "OTS" shall mean the Office of Thrift
Supervision or any successor thereto.
1.9 The "SFB Board" shall mean the Board of
Directors of SFB.
1.10 "Secret or Confidential Information" shall mean
secret or confidential information of Holding Company or
SFB (including secret or confidential information of
subsidiaries and affiliates), including but not limited
to lists of customers; identity of customers; identity of
prospective customers; contract terms; bidding
information and strategies; pricing methods; computer
software; computer software methods and documentation;
hardware; salary information with respect to employees;
financial product design information; business plans;
methods of operation; the procedures, forms and
techniques used in servicing accounts; and all other
documents or information which are required to be
maintained in confidence for continued business success,
provided that secret or confidential information shall
not include information reasonably available to the
general public.
1.11 Termination for "Cause" by Holding Company or
SFB of Executive's employment under this Agreement shall
have the same meaning as it does in 12 C.F.R. SECTION 563.39,
and shall include termination because of:
(a) the intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for
such termination, and a reasonable opportunity to present
to the SFB Board his position regarding any dispute
relating to the existence of such Cause.
Section 2 - Employment and Term
2.1 Employment. SFB agrees to employ Executive and
Executive agrees to serve as President and Chief
Executive Officer of SFB. Executive shall also serve,
unless otherwise determined by the Holding Company Board,
without any additional compensation to that provided
hereunder, as President and Chief Executive Officer of
the Holding Company and as an officer and/or director of
one or more of the Holding Company's subsidiaries as the
Holding Company Board shall from time to time designate.
Executive agrees to accept employment on the terms and
conditions set forth in this Agreement.
2.2 Term. Subject to extension in accordance with
this Section 2 and unless sooner terminated as provided
in Section 7, the term of this Agreement (the "Term")
shall be the three-year period beginning on July 28, 1994
(the "Effective Date") and ending on July 27, 1997 or
such earlier time as provided by Section 7.1. On or
before each anniversary of the Effective Date (each an
"Anniversary Date"), the Holding Company Board shall
review Executive's performance under this Agreement to
determine whether Holding Company and SFB desire that the
Term of this Agreement be restored to three years. If
the Holding Company Board recommends and Executive
consents to such restoration, then the then-remaining
Term of this Agreement shall be restored to the three-
year term beginning on such Anniversary Date (subject to
early termination as provided by Section 7.1).
Section 3 - Duties of Executive
3.1 Time Devoted; Duties. Executive shall devote
his entire time, attention and energies to the business
of SFB and Holding Company and he shall render such
administrative and management services to SFB and Holding
Company as are customarily performed by persons situated
in a similar executive capacity, including those services
prescribed from time to time by the SFB and Holding
Company Boards. Executive shall also promote, by
entertainment or otherwise, as and to the extent
permitted by law, the business of SFB and Holding
Company. Executive shall perform his duties under this
Agreement in accordance with such reasonable standards
expected of employees with comparable positions in
comparable organizations and as may be established from
time to time by the SFB and Holding Company Boards.
Executive shall also conduct his personal affairs,
including his personal financial affairs, in a manner
appropriate for his position.
3.2 No Conflicting Activities. During the term of
Executive's employment under this Agreement, Executive
shall not engage in any business or activity contrary to
the business affairs or interests of SFB or Holding
Company. Nothing contained in this Section 3 shall be
deemed to prevent or limit the right of Executive to
invest in the capital stock or other securities of any
business or engage in charitable or civic activities as
long as such conduct or activity does not interfere with
Executive's duties as set forth in Section 3.1 above.
Section 4 - Compensation
4.1 Base Compensation. Executive shall receive for
his services the following Base Compensation:
(a) SFB shall pay Executive an annual salary
of $400,679.00 ("Base Compensation") payable in 26 equal
bi-weekly installments.
(b) Any increase in Executive's Base
Compensation shall be left to the sole discretion of the
SFB Board. The Executive's Base Compensation shall not
be subject to reduction during the Term of this Agreement
except as otherwise provided in this Agreement.
4.2 Bonus Compensation. SFB may pay Executive
Bonus Compensation in an amount determined by the SFB
Board in its sole discretion ("Bonus Compensation").
4.3 Additional Compensation. As further
compensation, SFB and Holding Company shall make
available the benefits provided to Executive under
Holding Company's Management Recognition and Retention
Plan and Trusts expected to be adopted subsequent to the
date hereof and shall make available the stock options
provided to Executive pursuant to Holding Company's 1994
Incentive Stock Option Plan expected to be adopted
subsequent to the date hereof.
4.4 Source of Payments. All payments provided for
in this Agreement shall be timely paid by SFB. However,
Holding Company unconditionally guarantees payment and
provision of all amounts and benefits due hereunder to
Executive and, if such amounts and benefits due from SFB
are not timely paid or provided by SFB, such amounts and
benefits shall be paid or provided by Holding Company.
Section 5 - Employee Benefits
5.1 Business Expenses. During the Term, SFB shall
reimburse Executive for ordinary and necessary business
expenses incurred by Executive in performing his duties
pursuant to this Agreement, including but not limited to
reasonable travel, entertainment and similar expenses
that Executive incurs in promoting the business of
Holding Company or SFB; provided, that SFB shall not
reimburse any such expense which, prior to its being
incurred, SFB directed Executive not to incur. The
reimbursement shall be made upon presentation to SFB by
Executive, from time to time, of an account of such
expenses in such form and in such detail as SFB may
request.
5.2 Fringe Benefits. In addition to benefits
specifically described herein, Executive shall be
entitled to receive from Holding Company or SFB the
fringe benefits generally available to employees and to
full-time senior management employees of Holding Company
or SFB occupying the same or a similar position as
Executive, as such benefits may be changed from time to
time.
5.3 Disability Insurance. Throughout the Term of
this Agreement, SFB shall provide Executive with long
term disability coverage of 60% of Executive's total Base
Compensation from the previous year, which benefit begins
no later than 90 days after the Disability occurs.
Section 6 - Confidentiality and Covenant Not to Compete
6.1 Covenant Not to Compete. In consideration of
the continued employment of Executive pursuant to this
Agreement, Executive covenants and agrees that Executive
shall not during the one-year period immediately
following the termination of his employment under this
Agreement, if (i) Holding Company or SFB terminates the
employment and severance compensation is payable pursuant
to Section 8.4, (ii) Holding Company or SFB terminates
Executive's employment on account of Disability, or (iii)
Executive voluntarily terminates employment by reason of
retirement or otherwise:
(a) without the prior written consent of
Holding Company or SFB, engage or become
interested in any capacity, directly or
indirectly (whether as proprietor,
principal stockholder, director, partner,
employee, trustee, beneficiary, or in any
other capacity) in any business selling,
providing or developing products or
services competitive with products or
services sold or maintained by Holding
Company or SFB within a 5-mile radius of
the Chicago Metropolitan Statistical Area;
or
(b) recruit or solicit for employment any
current or future employee of Holding
Company or SFB or any of its respective
successors or any entities related to it.
6.2 Confidential Information. Executive
acknowledges that all Secret or Confidential Information
is the exclusive property of Holding Company or SFB, as
the case may be. Executive shall not during the period
of his employment or at any time thereafter, disclose to
any person, firm or corporation, or publish or use for
any purpose, any Secret or Confidential Information
except as properly required in the ordinary course of
business of Holding Company or SFB or as directed and
authorized thereby. Upon the termination of his
employment for any reason whatsoever, Executive shall
return and deliver within 7 days any and all papers,
books, records, documents, memoranda and manuals,
including all copies thereof, belonging or relating to
Holding Company or SFB, in Executive's possession,
whether prepared by Executive or others. If at any time
after the termination of Executive's employment,
Executive determines that he has any Secret or
Confidential Information in his possession or control,
Executive shall immediately return all such Secret or
Confidential Information including all copies and
portions thereof.
6.3 Disclosure and Survival of Covenants. If
Executive, in the future, seeks or is offered employment
by any other company, firm, or person, he shall provide a
copy of this Agreement to the prospective employer prior
to accepting employment with that prospective employer.
The provisions of Sections 6.1 and 6.2 shall survive any
termination of this Agreement.
Section 7 - Termination
7.1 Automatic Termination. Employment under this
Agreement shall terminate on the earliest of death of
Executive, the determination by the Board of Holding
Company or SFB of Executive's Disability.
7.2 Involuntary Termination.
(a) Termination by the Board. The SFB Board
may terminate this Agreement at any time by giving Notice
of Termination in accordance with Section 7.4 below.
(b) Termination or Suspension by the OTS.
(i) If Executive is suspended and/or
temporarily prohibited from performing his duties under
this Agreement by a notice served under Section 8(e)(3)
or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) and (g)(1)), obligations under this Agreement
shall be suspended as of the date of service of such
notice unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, Holding Company or
SFB may, in their discretion, (A) pay Executive all or
part of the compensation withheld while obligations under
this Agreement were suspended, and (B) reinstate (in
whole or in part) any of its obligations which were
suspended.
(ii) If Executive is removed and/or
permanently prohibited from participating in the conduct
of affairs of Holding Company or SFB by an order issued
under Section 8(e)(4) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all
obligations under this Agreement shall terminate as of
the effective date of the order, but vested rights of
Executive shall not be affected.
(iii) If SFB is in default (as defined
in Section 3(x)(1) of the Federal Deposit Insurance Act),
all obligations under this Agreement shall terminate as
of the date of default, but vested rights of Executive
shall not be affected.
(iv) All obligations under this Agreement
shall terminate, except to the extent determined that
continuation of the contract is necessary for the
continued operation of SFB (A) by action of the Director
of the OTS (the "Director") or his or her designee, at
the time the Federal Deposit Insurance Corporation or the
Resolution Trust Corporation enters into an agreement to
provide assistance to or on behalf of SFB under the
authority contained in Section 13(c) of the Federal
Deposit Insurance Act; or (B) by the Director or his or
her designee, at the time the Director or his or her
designee approves a supervisory merger to resolve
problems related to operation of SFB or when SFB is
determined by the Director to be in an unsafe or unsound
condition. Any rights of Executive that have already
vested, however, shall not be affected by such action.
(v) Any payments made to the Executive
pursuant to this Agreement, or otherwise, are subject to
and conditioned upon their compliance with Section 18(k)
(12 USC SECTION 1828(k)) of the Federal Deposit Insurance Act
as amended, and any regulations promulgated thereunder.
7.3 Voluntary Termination. Executive may terminate
his employment for Good Reason by giving Notice of
Termination in accordance with Section 7.4 below.
7.4 Notice of Termination. Any termination by
Holding Company, SFB or Executive, pursuant to this
Agreement, shall be communicated by written Notice of
Termination to the other parties hereto. Any purported
termination which does not satisfy the requirements of
this Section 7.4 shall not be effective for purposes of
this Agreement.
Section 8 - Compensation Upon Termination
8.1 Compensation Upon Death. If Executive's
employment is terminated because of the death of
Executive, SFB shall pay Executive's executors or
administrators: a) within 30 days of Executive's death,
the unpaid balance of Executive's Base Compensation
through the end of the month in which Executive's death
occurred, at 100% of the rate in effect on the date of
Executive's death; and b) as soon as such Executive's
bonus is calculated, an amount equal to Executive's Bonus
Compensation for the current year (if any is determined
to be payable) prorated based on the number of elapsed
days during such year prior to Executive's death, and SFB
shall have no further obligations under this Agreement.
8.2 Compensation Upon Disability. If Executive's
active work ceases because of Disability (as hereinafter
defined), SFB shall continue, as and when scheduled, to
pay Executive Executive's Base Compensation through the
date he ceased work, plus 90 days additional Base
Compensation, at 100% of the rate in effect on the date
Executive became Disabled (as hereinafter defined), and
thereafter SFB shall have no further obligation for cash
compensation under this Agreement unless and until
Executive returns to work. For purposes of this Section
8.2, the term "Disability" shall have the meaning set
forth in Section 1.4 without regard to the requirement
that such condition continue for 90 consecutive days.
8.3 Compensation Upon Termination for Cause. If
Executive's employment shall be terminated by SFB for
Cause, SFB shall pay Executive his Base Compensation
through the Date of Termination, and SFB shall not have
any further obligations to Executive under this
Agreement.
8.4 Compensation Upon Termination Other Than For
Cause. If Executive's employment is terminated other
than for Cause or Disability, then unless such
termination occurs simultaneous with or within two years
following a Change in Control, Executive shall be
entitled to the compensation Executive would have been
entitled to under this Agreement as and when payable
hereunder for the remainder of the Term.
8.5 Successors of SFB. Holding Company or SFB will
require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company or SFB would
be required if no such succession had taken place.
Failure to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of
this Agreement and shall entitle Executive to terminate
this Agreement for Good Reason under paragraph 7.3 of
this Agreement. As used in this Agreement, "Holding
Company" and "SFB" shall mean Holding Company or SFB as
hereinbefore defined and any successor to its business
and/or assets as aforesaid or which otherwise becomes
bound by all the terms and provisions of this Agreement
by operation of law.
Section 9 - Miscellaneous
9.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to SFB:
Standard Federal Bank for savings
4192 South Archer Avenue
Chicago, Illinois 60632
If to Holding Company:
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521-6486
All notices to Holding Company or SFB shall be directed
to the attention of the President with a copy to the
Treasurer.
If to Executive:
David H. Mackiewich
______________________________________
______________________________________
9.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
9.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
9.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
9.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of SFB, in accordance with the rules of the
American Arbitration Association then in effect.
Judgment may be entered on the arbitrator's award in any
court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance
of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising
under or in connection with this Agreement.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
9.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon SFB, its successors
and assigns, and this Agreement shall not be assignable
by Executive.
9.7 Remedies. Executive acknowledges that the
services to be rendered under this Agreement are special,
unique and of extraordinary character. If Executive
breaches any covenants, terms or conditions of this
Agreement to be performed by him, Holding Company and SFB
will suffer irreparable damage and it will be impossible
to estimate or determine damages. Therefore, Holding
Company and SFB shall, upon proof of such breach, be
entitled as a matter of course to an injunction from any
court of competent jurisdiction restraining any further
violation of such covenants by Executive, his employers,
employees, partners, agents or other associates, or any
of them, such right to an injunction to be cumulative and
in addition to any other remedies available, either in
law or in equity. In any proceeding to enforce any
provision of this Agreement, Executive shall not assert
any contention that there is an adequate remedy at law
for the breach or default upon which such proceeding is
based. Nothing in this paragraph shall be construed to
prevent such remedy in the courts, in the case of any
breach of this agreement by Executive, as Holding Company
or SFB may elect or invoke.
9.8 Severability. If any of the provisions of
Section 6.1 of this Agreement are held to be
unenforceable because of the scope, duration or area of
applicability, the court making such determination shall
have the power to modify such scope, duration or area of
applicability or all of them, and such provision shall
then be applicable in such modified form. If any
provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect, the validity and
enforceability of all other applications of that
provision and of all other provisions and applications
hereof shall not in any way be affected or impaired.
9.9 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of SFB.
The failure of SFB or Executive at any time or times to
enforce its rights under the Agreement strictly in
accordance with the same shall not be construed as having
created a custom in any way or manner contrary to the
specific provisions of this Agreement or as having in any
way or manner modified or waived the same. No waiver by
either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any
prior or subsequent time.
9.10 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
9.11 Holding Company Action. Notwithstanding
anything contained herein to the contrary, any action
permitted or required to be taken by SFB may instead, at
Holding Company's option, be taken or withheld by Holding
Company, and furthermore, any such action taken or
withheld by Holding Company shall in each particular case
be deemed to constitute action taken by or withheld by
SFB and shall further be deemed to preempt any
inconsistent action taken or withheld by SFB in such
case.
(signatures on following page]
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FEDERAL BANK FOR SAVINGS
By: ______________________________
Title: ___________________________
STANDARD FINANCIAL, INC.
By:______________________________
Title: __________________________
DAVID H. MACKIEWICH
By:_____________________________
Title:__________________________
EXHIBIT 10.6-B
STANDARD FEDERAL BANK FOR SAVINGS
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is
entered into as of July 28, 1994 (the "Effective Date"),
by and among Standard Federal Bank for savings ("SFB"),
Standard Financial, Inc. ("Holding Company") and Thomas
M. Ryan ("Executive").
WHEREAS, SFB is a wholly owned subsidiary of
Holding Company;
WHEREAS, Executive has been elected to and has
agreed to serve in the position of Senior Vice President
and Chief Financial Officer for SFB and Holding Company,
positions of substantial responsibility;
WHEREAS, SFB and Holding Company recognize the
substantial contribution Executive has made to SFB and
Holding Company, and each considers the establishment and
maintenance of sound and vital senior management to be
essential to protecting and enhancing the best interests
thereof and therefore desires to enter into an agreement
governing the terms and conditions of Executive's
employment; and
WHEREAS, the Board of Directors of SFB and of
Holding Company have considered and approved this
Agreement with respect to Executive's employment.
NOW, THEREFORE, in consideration of the
contribution and responsibilities of Executive, and upon
the other terms and conditions hereinafter provided, the
parties hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of SFB or the Holding
Company as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of SFB or Holding
Company adopts a resolution to the effect that a Change
in Control of SFB or Holding Company for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item l(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of SFB or Holding Company
representing 20 percent or more of Holding Company's or
SFB's outstanding securities, except for any securities
of SFB purchased by Holding Company in connection with
the conversion of SFB to stock form, any securities
purchased by SFB's employee stock ownership plan and
trust and any person who becomes a 20 percent beneficial
owner solely as a result of stock repurchases by Holding
Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of SFB or Holding Company or a
similar transaction occurs in which SFB or Holding
Company is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean:
(a) If Executive's employment is automatically
terminated under Section 7.1 of this Agreement, the date
on which the event which triggered that automatic
termination occurred.
(b) If Executive's employment is terminated
for Good Reason under Section 7.3 of this Agreement or by
SFB under Section 7.2(a) of this Agreement, the date
specified in the Notice of Termination.
(c) If Executive's employment is terminated
under Section 7.2(b) of this Agreement, the date
specified in Section 7.2(b).
(d) If Executive's employment is terminated at
the end of the Term of this Agreement, the last day of
such Term.
1.4 "Disability" shall mean Executive's inability
for a period of not less than 90 consecutive days, due to
accident or physical or mental illness, to adequately and
fully perform the duties required by an employee in
Executive's position; provided, however, that Disability
for purposes of this Agreement shall not include any
Disability which results from Executive's engaging in a
criminal enterprise or from Executive's habitual
drunkenness, addiction to narcotics or intentionally
inflicted injury. If at any time during the Term, the
SFB Board makes a determination with respect to
Executive's Disability, that determination shall be
final, conclusive, and binding upon SFB, Executive, and
their successors in interest, so long as such
determination has a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with SFB or Holding Company
immediately prior to a Change in Control of SFB or
Holding Company; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of SFB or Holding Company are changed
in any material respect; the Term of this Agreement is
not restored to three years under Section 2.2 of this
Agreement; Executive is removed from or is not re-elected
to any of such positions, except in connection with the
termination of Executive's employment (1) for Cause, (2)
on account of Disability, (3) as a result of Executive's
death, or (4) by Executive other than for Good Reason;
(b) within two years after a Change in
Control, SFB's or Holding Company's principal executive
offices are relocated to a location at least 30 miles
from its current location; or SFB or Holding Company
requires Executive to be based anywhere other than in the
Chicago, Illinois metropolitan area, except for required
travel on SFB's or Holding Company's business to an
extent substantially consistent with similarly situated
executives' business travel obligations;
(c) within two years after a Change in
Control, SFB or Holding Company reduces in any material
respect the base salary of Executive, SFB or Holding
Company fails to continue in effect any material benefit
or compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change in
Control (or plans providing Executive with substantially
similar benefits) or SFB or Holding Company takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
SFB or Holding Company or deprive Executive of any
material fringe benefits;
(d) SFB or Holding Company fail to obtain the
assumption of all obligations under this Agreement by any
successor as contemplated in Section 8.5 of this
Agreement; or
(e) within two years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 7.4
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from SFB or from Executive, which shall indicate the
specific termination provision in this Agreement relied
upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination
of Executive's employment under the provision so
indicated and shall state the effective date of the
termination.
1.8 The "OTS" shall mean the Office of Thrift
Supervision or any successor thereto.
1.9 The "SFB Board" shall mean the Board of
Directors of SFB.
1.10 "Secret or Confidential Information" shall mean
secret or confidential information of Holding Company or
SFB (including secret or confidential information of
subsidiaries and affiliates), including but not limited
to lists of customers; identity of customers; identity of
prospective customers; contract terms; bidding
information and strategies; pricing methods; computer
software; computer software methods and documentation;
hardware; salary information with respect to employees;
financial product design information; business plans;
methods of operation; the procedures, forms and
techniques used in servicing accounts; and all other
documents or information which are required to be
maintained in confidence for continued business success,
provided that secret or confidential information shall
not include information reasonably available to the
general public.
1.11 Termination for "Cause" by Holding Company or
SFB of Executive's employment under this Agreement shall
have the same meaning as it does in 12 C.F.R. SECTION 563.39,
and shall include termination because of:
(a) the intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for
such termination, and a reasonable opportunity to present
to the SFB Board his position regarding any dispute
relating to the existence of such Cause.
Section 2 - Employment and Term
2.1 Employment. SFB agrees to employ Executive and
Executive agrees to serve as Senior Vice President and
Chief Financial Officer of SFB. Executive shall also
serve, unless otherwise determined by the Holding Company
Board, without any additional compensation to that
provided hereunder, as Senior Vice President and Chief
Financial Officer of the Holding Company and as an
officer and/or director of one or more of the Holding
Company's subsidiaries as the Holding Company Board shall
from time to time designate. Executive agrees to accept
employment on the terms and conditions set forth in this
Agreement.
2.2 Term. Subject to extension in accordance with
this Section 2 and unless sooner terminated as provided
in Section 7, the term of this Agreement (the "Term")
shall be the three-year period beginning on July 28, 1994
(the "Effective Date") and ending on July 27, 1997 or
such earlier time as provided by Section 7.1. On or
before each anniversary of the Effective Date (each an
"Anniversary Date"), the Holding Company Board shall
review Executive's performance under this Agreement to
determine whether Holding Company and SFB desire that the
Term of this Agreement be restored to three years. If
the Holding Company Board recommends and Executive
consents to such restoration, then the then-remaining
Term of this Agreement shall be restored to the three-
year term beginning on such Anniversary Date (subject to
early termination as provided by Section 7.1).
Section 3 - Duties of Executive
3.1 Time Devoted; Duties. Executive shall devote
his entire time, attention and energies to the business
of SFB and Holding Company and he shall render such
administrative and management services to SFB and Holding
Company as are customarily performed by persons situated
in a similar executive capacity, including those services
prescribed from time to time by the SFB and Holding
Company Boards. Executive shall also promote, by
entertainment or otherwise, as and to the extent
permitted by law, the business of SFB and Holding
Company. Executive shall perform his duties under this
Agreement in accordance with such reasonable standards
expected of employees with comparable positions in
comparable organizations and as may be established from
time to time by the SFB and Holding Company Boards.
Executive shall also conduct his personal affairs,
including his personal financial affairs, in a manner
appropriate for his position.
3.2 No Conflicting Activities. During the term of
Executive's employment under this Agreement, Executive
shall not engage in any business or activity contrary to
the business affairs or interests of SFB or Holding
Company. Nothing contained in this Section 3 shall be
deemed to prevent or limit the right of Executive to
invest in the capital stock or other securities of any
business or engage in charitable or civic activities as
long as such conduct or activity does not interfere with
Executive's duties as set forth in Section 3.1 above.
Section 4 - Compensation
4.1 Base Compensation. Executive shall receive for
his services the following Base Compensation:
(a) SFB shall pay Executive an annual salary
of $159,600.00 ("Base Compensation") payable in 26 equal
bi-weekly installments.
(b) Any increase in Executive's Base
Compensation shall be left to the sole discretion of the
SFB Board. The Executive's Base Compensation shall not
be subject to reduction during the Term of this Agreement
except as otherwise provided in this Agreement.
4.2 Bonus Compensation. SFB may pay Executive
Bonus Compensation in an amount determined by the SFB
Board in its sole discretion ("Bonus Compensation").
4.3 Additional Compensation. As further
compensation, SFB and Holding Company shall make
available the benefits provided to Executive under
Holding Company's Management Recognition and Retention
Plan and Trusts expected to be adopted subsequent to the
date hereof and shall make available the stock options
provided to Executive pursuant to Holding Company's 1994
Incentive Stock Option Plan expected to be adopted
subsequent to the date hereof.
4.4 Source of Payments. All payments provided for
in this Agreement shall be timely paid by SFB. However,
Holding Company unconditionally guarantees payment and
provision of all amounts and benefits due hereunder to
Executive and, if such amounts and benefits due from SFB
are not timely paid or provided by SFB, such amounts and
benefits shall be paid or provided by Holding Company.
Section 5 - Employee Benefits
5.1 Business Expenses. During the Term, SFB shall
reimburse Executive for ordinary and necessary business
expenses incurred by Executive in performing his duties
pursuant to this Agreement, including but not limited to
reasonable travel, entertainment and similar expenses
that Executive incurs in promoting the business of
Holding Company or SFB; provided, that SFB shall not
reimburse any such expense which, prior to its being
incurred, SFB directed Executive not to incur. The
reimbursement shall be made upon presentation to SFB by
Executive, from time to time, of an account of such
expenses in such form and in such detail as SFB may
request.
5.2 Fringe Benefits. In addition to benefits
specifically described herein, Executive shall be
entitled to receive from Holding Company or SFB the
fringe benefits generally available to employees and to
full-time senior management employees of Holding Company
or SFB occupying the same or a similar position as
Executive, as such benefits may be changed from time to
time.
5.3 Disability Insurance. Throughout the Term of
this Agreement, SFB shall provide Executive with long
term disability coverage of 60% of Executive's total Base
Compensation from the previous year, which benefit begins
no later than 90 days after the Disability occurs.
Section 6 - Confidentiality and Covenant Not to Compete
6.1 Covenant Not to Compete. In consideration of
the continued employment of Executive pursuant to this
Agreement, Executive covenants and agrees that Executive
shall not during the one-year period immediately
following the termination of his employment under this
Agreement, if (i) Holding Company or SFB terminates the
employment and severance compensation is payable pursuant
to Section 8.4, (ii) Holding Company or SFB terminates
Executive's employment on account of Disability, or (iii)
Executive voluntarily terminates employment by reason of
retirement or otherwise:
(a) without the prior written consent of
Holding Company or SFB, engage or become
interested in any capacity, directly or
indirectly (whether as proprietor,
principal stockholder, director, partner,
employee, trustee, beneficiary, or in any
other capacity) in any business selling,
providing or developing products or
services competitive with products or
services sold or maintained by Holding
Company or SFB within a 5-mile radius of
the Chicago Metropolitan Statistical Area;
or
(b) recruit or solicit for employment any
current or future employee of Holding
Company or SFB or any of its respective
successors or any entities related to it.
6.2 Confidential Information. Executive
acknowledges that all Secret or Confidential Information
is the exclusive property of Holding Company or SFB, as
the case may be. Executive shall not during the period
of his employment or at any time thereafter, disclose to
any person, firm or corporation, or publish or use for
any purpose, any Secret or Confidential Information
except as properly required in the ordinary course of
business of Holding Company or SFB or as directed and
authorized thereby. Upon the termination of his
employment for any reason whatsoever, Executive shall
return and deliver within 7 days any and all papers,
books, records, documents, memoranda and manuals,
including all copies thereof, belonging or relating to
Holding Company or SFB, in Executive's possession,
whether prepared by Executive or others. If at any time
after the termination of Executive's employment,
Executive determines that he has any Secret or
Confidential Information in his possession or control,
Executive shall immediately return all such Secret or
Confidential Information including all copies and
portions thereof.
6.3 Disclosure and Survival of Covenants. If
Executive, in the future, seeks or is offered employment
by any other company, firm, or person, he shall provide a
copy of this Agreement to the prospective employer prior
to accepting employment with that prospective employer.
The provisions of Sections 6.1 and 6.2 shall survive any
termination of this Agreement.
Section 7 - Termination
7.1 Automatic Termination. Employment under this
Agreement shall terminate on the earliest of death of
Executive, the determination by the Board of Holding
Company or SFB of Executive's Disability.
7.2 Involuntary Termination.
(a) Termination by the Board. The SFB Board
may terminate this Agreement at any time by giving Notice
of Termination in accordance with Section 7.4 below.
(b) Termination or Suspension by the OTS.
(i) If Executive is suspended and/or
temporarily prohibited from performing his duties under
this Agreement by a notice served under Section 8(e)(3)
or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) and (g)(1)), obligations under this Agreement
shall be suspended as of the date of service of such
notice unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, Holding Company or
SFB may, in their discretion, (A) pay Executive all or
part of the compensation withheld while obligations under
this Agreement were suspended, and (B) reinstate (in
whole or in part) any of its obligations which were
suspended.
(ii) If Executive is removed and/or
permanently prohibited from participating in the conduct
of affairs of Holding Company or SFB by an order issued
under Section 8(e)(4) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all
obligations under this Agreement shall terminate as of
the effective date of the order, but vested rights of
Executive shall not be affected.
(iii) If SFB is in default (as defined
in Section 3(x)(1) of the Federal Deposit Insurance Act),
all obligations under this Agreement shall terminate as
of the date of default, but vested rights of Executive
shall not be affected.
(iv) All obligations under this Agreement
shall terminate, except to the extent determined that
continuation of the contract is necessary for the
continued operation of SFB (A) by action of the Director
of the OTS (the "Director") or his or her designee, at
the time the Federal Deposit Insurance Corporation or the
Resolution Trust Corporation enters into an agreement to
provide assistance to or on behalf of SFB under the
authority contained in Section 13(c) of the Federal
Deposit Insurance Act; or (B) by the Director or his or
her designee, at the time the Director or his or her
designee approves a supervisory merger to resolve
problems related to operation of SFB or when SFB is
determined by the Director to be in an unsafe or unsound
condition. Any rights of Executive that have already
vested, however, shall not be affected by such action.
(v) Any payments made to the Executive
pursuant to this Agreement, or otherwise, are subject to
and conditioned upon their compliance with Section 18(k)
(12 USC SECTION 1828(k)) of the Federal Deposit Insurance Act
as amended, and any regulations promulgated thereunder.
7.3 Voluntary Termination. Executive may terminate
his employment for Good Reason by giving Notice of
Termination in accordance with Section 7.4 below.
7.4 Notice of Termination. Any termination by
Holding Company, SFB or Executive, pursuant to this
Agreement, shall be communicated by written Notice of
Termination to the other parties hereto. Any purported
termination which does not satisfy the requirements of
this Section 7.4 shall not be effective for purposes of
this Agreement.
Section 8 - Compensation Upon Termination
8.1 Compensation Upon Death. If Executive's
employment is terminated because of the death of
Executive, SFB shall pay Executive's executors or
administrators: a) within 30 days of Executive's death,
the unpaid balance of Executive's Base Compensation
through the end of the month in which Executive's death
occurred, at 100% of the rate in effect on the date of
Executive's death; and b) as soon as such Executive's
bonus is calculated, an amount equal to Executive's Bonus
Compensation for the current year (if any is determined
to be payable) prorated based on the number of elapsed
days during such year prior to Executive's death, and SFB
shall have no further obligations under this Agreement.
8.2 Compensation Upon Disability. If Executive's
active work ceases because of Disability (as hereinafter
defined), SFB shall continue, as and when scheduled, to
pay Executive Executive's Base Compensation through the
date he ceased work, plus 90 days additional Base
Compensation, at 100% of the rate in effect on the date
Executive became Disabled (as hereinafter defined), and
thereafter SFB shall have no further obligation for cash
compensation under this Agreement unless and until
Executive returns to work. For purposes of this Section
8.2, the term "Disability" shall have the meaning set
forth in Section 1.4 without regard to the requirement
that such condition continue for 90 consecutive days.
8.3 Compensation Upon Termination for Cause. If
Executive's employment shall be terminated by SFB for
Cause, SFB shall pay Executive his Base Compensation
through the Date of Termination, and SFB shall not have
any further obligations to Executive under this
Agreement.
8.4 Compensation Upon Termination Other Than For
Cause. If Executive's employment is terminated other
than for Cause or Disability, then unless such
termination occurs simultaneous with or within two years
following a Change in Control, Executive shall be
entitled to the compensation Executive would have been
entitled to under this Agreement as and when payable
hereunder for the remainder of the Term.
8.5 Successors of SFB. Holding Company or SFB will
require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company or SFB would
be required if no such succession had taken place.
Failure to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of
this Agreement and shall entitle Executive to terminate
this Agreement for Good Reason under paragraph 7.3 of
this Agreement. As used in this Agreement, "Holding
Company" and "SFB" shall mean Holding Company or SFB as
hereinbefore defined and any successor to its business
and/or assets as aforesaid or which otherwise becomes
bound by all the terms and provisions of this Agreement
by operation of law.
Section 9 - Miscellaneous
9.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to SFB:
Standard Federal Bank for savings
4192 South Archer Avenue
Chicago, Illinois 60632
If to Holding Company:
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521-6486
All notices to Holding Company or SFB shall be directed
to the attention of the President with a copy to the
Treasurer.
If to Executive:
Thomas M. Ryan
_______________________________________
_______________________________________
9.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
9.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
9.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
9.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of SFB, in accordance with the rules of the
American Arbitration Association then in effect.
Judgment may be entered on the arbitrator's award in any
court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance
of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising
under or in connection with this Agreement.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
9.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon SFB, its successors
and assigns, and this Agreement shall not be assignable
by Executive.
9.7 Remedies. Executive acknowledges that the
services to be rendered under this Agreement are special,
unique and of extraordinary character. If Executive
breaches any covenants, terms or conditions of this
Agreement to be performed by him, Holding Company and SFB
will suffer irreparable damage and it will be impossible
to estimate or determine damages. Therefore, Holding
Company and SFB shall, upon proof of such breach, be
entitled as a matter of course to an injunction from any
court of competent jurisdiction restraining any further
violation of such covenants by Executive, his employers,
employees, partners, agents or other associates, or any
of them, such right to an injunction to be cumulative and
in addition to any other remedies available, either in
law or in equity. In any proceeding to enforce any
provision of this Agreement, Executive shall not assert
any contention that there is an adequate remedy at law
for the breach or default upon which such proceeding is
based. Nothing in this paragraph shall be construed to
prevent such remedy in the courts, in the case of any
breach of this agreement by Executive, as Holding Company
or SFB may elect or invoke.
9.8 Severability. If any of the provisions of
Section 6.1 of this Agreement are held to be
unenforceable because of the scope, duration or area of
applicability, the court making such determination shall
have the power to modify such scope, duration or area of
applicability or all of them, and such provision shall
then be applicable in such modified form. If any
provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect, the validity and
enforceability of all other applications of that
provision and of all other provisions and applications
hereof shall not in any way be affected or impaired.
9.9 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of SFB.
The failure of SFB or Executive at any time or times to
enforce its rights under the Agreement strictly in
accordance with the same shall not be construed as having
created a custom in any way or manner contrary to the
specific provisions of this Agreement or as having in any
way or manner modified or waived the same. No waiver by
either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any
prior or subsequent time.
9.10 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
9.11 Holding Company Action. Notwithstanding
anything contained herein to the contrary, any action
permitted or required to be taken by SFB may instead, at
Holding Company's option, be taken or withheld by Holding
Company, and furthermore, any such action taken or
withheld by Holding Company shall in each particular case
be deemed to constitute action taken by or withheld by
SFB and shall further be deemed to preempt any
inconsistent action taken or withheld by SFB in such
case.
(signatures on following page]
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FEDERAL BANK FOR SAVINGS
By: _____________________________
Title:___________________________
STANDARD FINANCIAL, INC.
By: _____________________________
Title: __________________________
THOMAS M. RYAN
By:______________________________
Title:___________________________
EXHIBIT 10.7-A
STANDARD FINANCIAL, INC.
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this "Agreement")
is entered into as of October 16, 1996 (the "Effective
Date"), by and between Standard Financial, Inc. ("Holding
Company") and David H. Mackiewich ("Executive").
WHEREAS, Executive has been elected to and has
agreed to serve in the position of President and Chief
Executive Officer for Standard Federal Bank for savings
("SFB"), a wholly owned subsidiary of Holding Company, a
position of substantial responsibility;
WHEREAS, Holding Company considers the establishment
and maintenance of sound and vital senior management to
be essential to protecting and enhancing its best
interests and therefore desires to protect Executive's
position therewith for the period provided in this
Agreement; and
WHEREAS, the Board of Directors of Holding Company
has considered and approved this Agreement with respect
to Executive's employment.
NOW, THEREFORE, in consideration of the contribution
and responsibilities of Executive, and upon the other
terms and conditions hereinafter provided, the parties
hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two (2) consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of Holding Company or
SFB as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of Holding Company
or SFB adopts a resolution to the effect that a Change in
Control of Holding Company or SFB for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item 1(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of Holding Company or SFB
representing twenty percent (20%) or more of Holding
Company's or SFB's outstanding securities, except for any
securities purchased by SFB's employee stock ownership
plan and trust and any person who becomes a twenty
percent (20%) beneficial owner solely as a result of
stock repurchases by Holding Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of Holding Company or SFB or a
similar transaction occurs in which Holding Company or
SFB is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean the date
specified in the Notice of Termination.
1.4 "Disability" shall mean Executive's inability
for a period of not less than ninety (90) consecutive
days, due to accident or physical or mental illness, to
adequately and fully perform the duties required by an
employee in Executive's position; provided, however, that
Disability for purposes of this Agreement shall not
include any Disability which results from Executive's
engaging in a criminal enterprise or from Executive's
habitual drunkenness, addiction to narcotics or
intentionally inflicted injury. If at any time during
the Term, the Holding Company Board makes a determination
with respect to Executive's Disability, that
determination shall be final, conclusive, and binding
upon Holding Company, SFB, Executive, and their
successors in interest, so long as such determination has
a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two (2) years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with Holding Company or SFB
immediately prior to a Change in Control of Holding
Company or SFB; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of Holding Company or SFB are changed
in any material respect; the Term of this Agreement is
not restored to three (3) years under Section 2.1 of this
Agreement; or executive is removed from or is not re-
elected to any of such positions, except in connection
with the termination of Executive's employment (1) for
Cause, (2) on account of Disability, (3) as a result of
Executive's death, or (4) by Executive other than for
Good Reason;
(b) within two (2) years after a Change in
Control, Holding Company's or SFB's principal executive
offices are relocated to a location at least thirty (30)
miles from its current location; or Holding Company or
SFB requires Executive to be based anywhere other than in
the Chicago, Illinois metropolitan area, except for
required travel on Holding Company's or SFB's business to
an extent substantially consistent with similarly
situated executives' business travel obligations;
(c) within two (2) years after a Change of
Control, Holding Company or SFB reduces in any material
respect the base salary of Executive, Holding Company or
SFB fails to continue in effect any material benefit or
compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change of
Control (or plans providing Executive with substantially
similar benefits), or Holding Company or SFB takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
Holding Company or SFB or deprive Executive of any
material fringe benefits;
(d) Holding Company and SFB fail to obtain the
assumption of all obligations under the Agreement by any
successor as contemplated in Section 2.3 of the
Agreement; or
(e) within two (2) years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 2.5
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from Holding Company or from Executive, which shall
indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable
detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the
provision so indicated and shall state the effective date
of the termination.
1.8 Termination for "Cause" by Holding Company of
Executive's employment under this Agreement shall have
the same meaning as it does in 12 C.F.R SECTION 563.39, and
shall include termination because of:
(a) The intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for
such termination, and a reasonable opportunity to present
to the Holding Company Board his position regarding any
dispute relating to the existence of such Cause.
Section 2 - Term
2.1 Term. Subject to extension in accordance with
this Section 2, the term of this Agreement (the "Term")
shall be the three-year period beginning on October 16,
1996 (the "Effective Date") and ending on October 15,
1999. On or before each anniversary of the Effective
Date (each an "Anniversary Date"), the Holding Company
Board shall review Executive's performance under this
Agreement to determine whether Holding Company desires
that the Term of this Agreement be restored to three (3)
years. If the Holding Company Board recommends, then the
then-remaining Term of this Agreement shall be restored
to the three-year term beginning on such Anniversary
Date.
2.2 Compensation Upon Termination For Good Reason
or Following Change in Control.
(a) If: (i) Executive terminates employment
and Good Reason exists; (ii) any of the events
constituting a Change in Control shall have occurred and
Executive's employment is terminated within two (2) years
thereafter other than by reason of (A) Executive's death
or Disability, or (B) termination for Cause; or (iii) any
of the events constituting a Change in Control shall have
occurred and Executive's employment is terminated by
Executive within one (1) year after a Change in Control;
then Executive shall receive as severance compensation in
a lump sum (discounted to present value from the date
such amounts would have been paid if Executive's
employment had continued for three (3) years from the
date of such termination using the interest rate then
applicable to newly issued fixed rate three-year
certificates of deposit at SFB, Chicago, Illinois) on the
thirtieth day following the Date of Termination:
I. the unpaid balance of Executive's full
Base Compensation through the Date of
Termination at the rate in effect at the
time Notice of Termination is given; plus
II. an amount equal to Executive's full Base
Compensation for three (3) years at the
rate in effect as of the Date of
Termination; plus
III. an amount, if any, equal to three (3)
times the Executive's highest Bonus
Compensation paid in either of the two (2)
previous years.
(b) In addition to the severance benefits set
forth in I, II and III above, Holding Company shall: (x)
pay all legal fees and expenses incurred by Executive
resulting from termination (including all such fees and
expenses, if any, incurred in contesting any such
termination or in seeking to obtain or enforce any right
or benefit provided by this Agreement); and (y) to the
extent that Executive's continued participation is
possible under the general terms and provisions of such
plans and programs, maintain in full force and effect,
for the continued benefit of Executive for the remaining
Term after the Date of Termination and, in the case of
medical insurance, until such time as Executive is
covered by Medicare or another comparable insurance
program, all employee benefit plans and programs or
arrangements in which Executive was entitled to
participate immediately prior to the Date of Termination.
If Executive's continued participation in any such plan
or program is barred, Holding Company shall arrange to
provide Executive with benefits substantially similar or,
if that is not possible, of equal value, to those which
Executive was entitled to receive under such plans and
programs. At the end of the period of coverage,
Executive shall have the option to have assigned to him
at no cost and with no apportionment of prepaid premiums
any assignable insurance policies owned by Holding
Company and/or SFB relating specifically to Executive.
(c) Executive shall not be required to
mitigate the amount of any payment provided for in this
Section 2.2 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this
Section 2.2 be reduced by any compensation earned by
Executive as the result of employment by another employer
after the Date of Termination or otherwise.
2.3 Successors of Holding Company. Holding Company
will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company would be
required to perform it if no such succession had taken
place. As used in this Agreement, "Holding Company"
shall mean Holding Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid
or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
2.4 Payment Adjustment. If the independent
accountants acting as auditors for Holding Company on the
date of a Change in Control (or another accounting firm
designated by the parties) determine, in consultation
with legal counsel acceptable to the parties, that any
amount payable to Executive by Holding Company under this
Agreement, or any other plan or agreement under which
Executive participates or is a party, would constitute an
"excess parachute payment" within the meaning of Section
280G of the Code, and any regulations thereunder, and be
subject to the "excise tax" imposed by Section 4999 of
the Code, Holding Company shall pay to Executive the
amount of such excise tax and all federal and state
income or other taxes with respect to the payment of the
amount of such excise tax, including all such taxes with
respect to any such additional amount. If at a later
date, the Internal Revenue Service assesses a deficiency
against Executive for the excise tax which is greater
than that which was determined at the time such amounts
were paid, if any, Holding Company shall pay to Executive
the amount of such excise tax plus any interest,
penalties and professional fees or expenses, incurred by
Executive as a result of such assessment, including all
such taxes with respect to any such additional amount.
The highest marginal tax rate applicable to individuals
at the time of payment of such amounts will be used for
purposes of determining the federal and state income and
other taxes with respect thereto. Holding Company shall
withhold from any amounts paid under this Agreement the
amount of any excise tax or other federal, state or local
taxes then required to be withheld. Computations of the
amount of any supplemental compensation paid under this
Section 2.4 shall be made by the independent public
accountants then regularly retained by Holding Company,
in consultation with legal counsel acceptable to the
parties. Holding Company shall pay all accountant and
legal counsel fees and expenses.
2.5 Notice of Termination. Any termination by
Holding Company or by Executive shall be communicated by
written Notice of Termination to the other party hereto.
Section 3 - Miscellaneous
3.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to Holding Company:
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521-6486
All notices to Holding Company shall be directed to the
attention of the Secretary with a copy to the Treasurer.
If to Executive:
David H. Mackiewich
_________________________
_________________________
3.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
3.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
3.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
3.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of Holding Company, in accordance with the rules
of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator's award in any
court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance
of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising
under or in connection with this Agreement.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
3.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon Holding Company, its
successors and assigns, and this Agreement shall not be
assignable by Executive.
3.7 Severability. If any provision of this
Agreement is held to be invalid, illegal or unenforceable
in any respect, the validity and enforceability of all
other applications of that provision and of all other
provisions and applications hereof shall not in any way
be affected or impaired.
3.8 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of
Holding Company. The failure of Holding Company or
Executive at any time or times to enforce its rights
under the Agreement strictly in accordance with the same
shall not be construed as having created a custom in any
way or manner contrary to the specific provisions of this
Agreement or as having in any way or manner modified or
waived the same. No waiver by either party hereto at any
time of any breach by the other party hereto of, or
compliance with, any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
3.9 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FINANCIAL INC.
By:____________________________
Title:_________________________
DAVID H. MACKIEWICH
________________________________
EXHIBIT 10.7-B
STANDARD FINANCIAL, INC.
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this "Agreement")
is entered into as of October 16, 1996 (the "Effective
Date"), by and between Standard Financial, Inc. ("Holding
Company") and Thomas H. Ryan ("Executive").
WHEREAS, Executive has been elected to and has
agreed to serve in the position of Senior Vice President
and Chief Financial Officer for Standard Federal Bank for
savings ("SFB"), a wholly owned subsidiary of Holding
Company, a position of substantial responsibility;
WHEREAS, Holding Company considers the establishment
and maintenance of sound and vital senior management to
be essential to protecting and enhancing its best
interests and therefore desires to protect Executive's
position therewith for the period provided in this
Agreement; and
WHEREAS, the Board of Directors of Holding Company
has considered and approved this Agreement with respect
to Executive's employment.
NOW, THEREFORE, in consideration of the contribution
and responsibilities of Executive, and upon the other
terms and conditions hereinafter provided, the parties
hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two (2) consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of Holding Company or
SFB as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of Holding Company
or SFB adopts a resolution to the effect that a Change in
Control of Holding Company or SFB for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item 1(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of Holding Company or SFB
representing twenty percent (20%) or more of Holding
Company's or SFB's outstanding securities, except for any
securities purchased by SFB's employee stock ownership
plan and trust and any person who becomes a twenty
percent (20%) beneficial owner solely as a result of
stock repurchases by Holding Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of Holding Company or SFB or a
similar transaction occurs in which Holding Company or
SFB is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean the date
specified in the Notice of Termination.
1.4 "Disability" shall mean Executive's inability
for a period of not less than ninety (90) consecutive
days, due to accident or physical or mental illness, to
adequately and fully perform the duties required by an
employee in Executive's position; provided, however, that
Disability for purposes of this Agreement shall not
include any Disability which results from Executive's
engaging in a criminal enterprise or from Executive's
habitual drunkenness, addiction to narcotics or
intentionally inflicted injury. If at any time during
the Term, the Holding Company Board makes a determination
with respect to Executive's Disability, that
determination shall be final, conclusive, and binding
upon Holding Company, SFB, Executive, and their
successors in interest, so long as such determination has
a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two (2) years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with Holding Company or SFB
immediately prior to a Change in Control of Holding
Company or SFB; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of Holding Company or SFB are changed
in any material respect; the Term of this Agreement is
not restored to three (3) years under Section 2.1 of this
Agreement; or executive is removed from or is not re-
elected to any of such positions, except in connection
with the termination of Executive's employment (1) for
Cause, (2) on account of Disability, (3) as a result of
Executive's death, or (4) by Executive other than for
Good Reason;
(b) within two (2) years after a Change in
Control, Holding Company's or SFB's principal executive
offices are relocated to a location at least thirty (30)
miles from its current location; or Holding Company or
SFB requires Executive to be based anywhere other than in
the Chicago, Illinois metropolitan area, except for
required travel on Holding Company's or SFB's business to
an extent substantially consistent with similarly
situated executives' business travel obligations;
(c) within two (2) years after a Change of
Control, Holding Company or SFB reduces in any material
respect the base salary of Executive, Holding Company or
SFB fails to continue in effect any material benefit or
compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change of
Control (or plans providing Executive with substantially
similar benefits), or Holding Company or SFB takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
Holding Company or SFB or deprive Executive of any
material fringe benefits;
(d) Holding Company and SFB fail to obtain the
assumption of all obligations under the Agreement by any
successor as contemplated in Section 2.3 of the
Agreement; or
(e) within two (2) years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 2.5
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from Holding Company or from Executive, which shall
indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable
detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the
provision so indicated and shall state the effective date
of the termination.
1.8 Termination for "Cause" by Holding Company of
Executive's employment under this Agreement shall have
the same meaning as it does in 12 C.F.R SECTION 563.39, and
shall include termination because of:
(a) The intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for
such termination, and a reasonable opportunity to present
to the Holding Company Board his position regarding any
dispute relating to the existence of such Cause.
Section 2 - Term
2.1 Term. Subject to extension in accordance with
this Section 2, the term of this Agreement (the "Term")
shall be the three-year period beginning on October 16,
1996 (the "Effective Date") and ending on October 15,
1999. On or before each anniversary of the Effective
Date (each an "Anniversary Date"), the Holding Company
Board shall review Executive's performance under this
Agreement to determine whether Holding Company desires
that the Term of this Agreement be restored to three (3)
years. If the Holding Company Board recommends, then the
then-remaining Term of this Agreement shall be restored
to the three-year term beginning on such Anniversary
Date.
2.2 Compensation Upon Termination For Good Reason
or Following Change in Control.
(a) If: (i) Executive terminates employment
and Good Reason exists; (ii) any of the events
constituting a Change in Control shall have occurred and
Executive's employment is terminated within two (2) years
thereafter other than by reason of (A) Executive's death
or Disability, or (B) termination for Cause; or (iii) any
of the events constituting a Change in Control shall have
occurred and Executive's employment is terminated by
Executive within one (1) year after a Change in Control;
then Executive shall receive as severance compensation in
a lump sum (discounted to present value from the date
such amounts would have been paid if Executive's
employment had continued for three (3) years from the
date of such termination using the interest rate then
applicable to newly issued fixed rate three-year
certificates of deposit at SFB, Chicago, Illinois) on the
thirtieth day following the Date of Termination:
I. the unpaid balance of Executive's full
Base Compensation through the Date of
Termination at the rate in effect at the
time Notice of Termination is given; plus
II. an amount equal to Executive's full Base
Compensation for three (3) years at the
rate in effect as of the Date of
Termination; plus
III. an amount, if any, equal to three (3)
times the Executive's highest Bonus
Compensation paid in either of the two (2)
previous years.
(b) In addition to the severance benefits set
forth in I, II and III above, Holding Company shall: (x)
pay all legal fees and expenses incurred by Executive
resulting from termination (including all such fees and
expenses, if any, incurred in contesting any such
termination or in seeking to obtain or enforce any right
or benefit provided by this Agreement); and (y) to the
extent that Executive's continued participation is
possible under the general terms and provisions of such
plans and programs, maintain in full force and effect,
for the continued benefit of Executive for the remaining
Term after the Date of Termination and, in the case of
medical insurance, until such time as Executive is
covered by Medicare or another comparable insurance
program, all employee benefit plans and programs or
arrangements in which Executive was entitled to
participate immediately prior to the Date of Termination.
If Executive's continued participation in any such plan
or program is barred, Holding Company shall arrange to
provide Executive with benefits substantially similar or,
if that is not possible, of equal value, to those which
Executive was entitled to receive under such plans and
programs. At the end of the period of coverage,
Executive shall have the option to have assigned to him
at no cost and with no apportionment of prepaid premiums
any assignable insurance policies owned by Holding
Company and/or SFB relating specifically to Executive.
(c) Executive shall not be required to
mitigate the amount of any payment provided for in this
Section 2.2 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this
Section 2.2 be reduced by any compensation earned by
Executive as the result of employment by another employer
after the Date of Termination or otherwise.
2.3 Successors of Holding Company. Holding Company
will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company would be
required to perform it if no such succession had taken
place. As used in this Agreement, "Holding Company"
shall mean Holding Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid
or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
2.4 Payment Adjustment. If the independent
accountants acting as auditors for Holding Company on the
date of a Change in Control (or another accounting firm
designated by the parties) determine, in consultation
with legal counsel acceptable to the parties, that any
amount payable to Executive by Holding Company under this
Agreement, or any other plan or agreement under which
Executive participates or is a party, would constitute an
"excess parachute payment" within the meaning of Section
280G of the Code, and any regulations thereunder, and be
subject to the "excise tax" imposed by Section 4999 of
the Code, Holding Company shall pay to Executive the
amount of such excise tax and all federal and state
income or other taxes with respect to the payment of the
amount of such excise tax, including all such taxes with
respect to any such additional amount. If at a later
date, the Internal Revenue Service assesses a deficiency
against Executive for the excise tax which is greater
than that which was determined at the time such amounts
were paid, if any, Holding Company shall pay to Executive
the amount of such excise tax plus any interest,
penalties and professional fees or expenses, incurred by
Executive as a result of such assessment, including all
such taxes with respect to any such additional amount.
The highest marginal tax rate applicable to individuals
at the time of payment of such amounts will be used for
purposes of determining the federal and state income and
other taxes with respect thereto. Holding Company shall
withhold from any amounts paid under this Agreement the
amount of any excise tax or other federal, state or local
taxes then required to be withheld. Computations of the
amount of any supplemental compensation paid under this
Section 2.4 shall be made by the independent public
accountants then regularly retained by Holding Company,
in consultation with legal counsel acceptable to the
parties. Holding Company shall pay all accountant and
legal counsel fees and expenses.
2.5 Notice of Termination. Any termination by
Holding Company or by Executive shall be communicated by
written Notice of Termination to the other party hereto.
Section 3 - Miscellaneous
3.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to Holding Company:
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521-6486
All notices to Holding Company shall be directed to the
attention of the President with a copy to the Treasurer.
If to Executive:
Thomas H. Ryan
_________________________
_________________________
3.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
3.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
3.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
3.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of Holding Company, in accordance with the rules
of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator's award in any
court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance
of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising
under or in connection with this Agreement.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
3.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon Holding Company, its
successors and assigns, and this Agreement shall not be
assignable by Executive.
3.7 Severability. If any provision of this
Agreement is held to be invalid, illegal or unenforceable
in any respect, the validity and enforceability of all
other applications of that provision and of all other
provisions and applications hereof shall not in any way
be affected or impaired.
3.8 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of
Holding Company. The failure of Holding Company or
Executive at any time or times to enforce its rights
under the Agreement strictly in accordance with the same
shall not be construed as having created a custom in any
way or manner contrary to the specific provisions of this
Agreement or as having in any way or manner modified or
waived the same. No waiver by either party hereto at any
time of any breach by the other party hereto of, or
compliance with, any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
3.9 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FINANCIAL INC.
By: __________________________
Title: _______________________
THOMAS H. RYAN
______________________________
EXHIBIT 10.7-C
STANDARD FINANCIAL, INC.
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this "Agreement")
is entered into as of July 28, 1994 (the "Effective
Date"), by and between Standard Financial, Inc. ("Holding
Company") and Kurtis D. Mackiewich ("Executive").
WHEREAS, Executive has been elected to and has
agreed to serve in the position of Senior Vice President
for Standard Federal Bank for savings ("SFB"), a wholly
owned subsidiary of Holding Company, a position of
substantial responsibility;
WHEREAS, Holding Company considers the establishment
and maintenance of sound and vital senior management to
be essential to protecting and enhancing its best
interests and therefore desires to protect Executive's
position therewith for the period provided in this
Agreement; and
WHEREAS, the Board of Directors of Holding Company
has considered and approved this Agreement with respect
to Executive's employment.
NOW, THEREFORE, in consideration of the contribution
and responsibilities of Executive, and upon the other
terms and conditions hereinafter provided, the parties
hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two (2) consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of Holding Company or
SFB as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of Holding Company
or SFB adopts a resolution to the effect that a Change in
Control of Holding Company or SFB for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item 1(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of Holding Company or SFB
representing twenty percent (20%) or more of Holding
Company's or SFB's outstanding securities, except for any
securities purchased by SFB's employee stock ownership
plan and trust and any person who becomes a twenty
percent (20%) beneficial owner solely as a result of
stock repurchases by Holding Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of Holding Company or SFB or a
similar transaction occurs in which Holding Company or
SFB is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean the date
specified in the Notice of Termination.
1.4 "Disability" shall mean Executive's inability
for a period of not less than ninety (90) consecutive
days, due to accident or physical or mental illness, to
adequately and fully perform the duties required by an
employee in Executive's position; provided, however, that
Disability for purposes of this Agreement shall not
include any Disability which results from Executive's
engaging in a criminal enterprise or from Executive's
habitual drunkenness, addiction to narcotics or
intentionally inflicted injury. If at any time during
the Term, the Holding Company Board makes a determination
with respect to Executive's Disability, that
determination shall be final, conclusive, and binding
upon Holding Company, SFB, Executive, and their
successors in interest, so long as such determination has
a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two (2) years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with Holding Company or SFB
immediately prior to a Change in Control of Holding
Company or SFB; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of Holding Company or SFB are changed
in any material respect; the Term of this Agreement is
not restored to three (3) years under Section 2.1 of this
Agreement; or executive is removed from or is not re-
elected to any of such positions, except in connection
with the termination of Executive's employment (1) for
Cause, (2) on account of Disability, (3) as a result of
Executive's death, or (4) by Executive other than for
Good Reason;
(b) within two (2) years after a Change in
Control, Holding Company's or SFB's principal executive
offices are relocated to a location at least thirty (30)
miles from its current location; or Holding Company or
SFB requires Executive to be based anywhere other than in
the Chicago, Illinois metropolitan area, except for
required travel on Holding Company's or SFB's business to
an extent substantially consistent with similarly
situated executives' business travel obligations;
(c) within two (2) years after a Change of
Control, Holding Company or SFB reduces in any material
respect the base salary of Executive, Holding Company or
SFB fails to continue in effect any material benefit or
compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change of
Control (or plans providing Executive with substantially
similar benefits), or Holding Company or SFB takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
Holding Company or SFB or deprive Executive of any
material fringe benefits;
(d) Holding Company and SFB fail to obtain the
assumption of all obligations under the Agreement by any
successor as contemplated in Section 2.3 of the
Agreement; or
(e) within two (2) years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 2.5
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from Holding Company or from Executive, which shall
indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable
detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the
provision so indicated and shall state the effective date
of the termination.
1.8 Termination for "Cause" by Holding Company of
Executive's employment under this Agreement shall have
the same meaning as it does in 12 C.F.R SECTION 563.39, and
shall include termination because of:
(a) The intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for
such termination, and a reasonable opportunity to present
to the Holding Company Board his position regarding any
dispute relating to the existence of such Cause.
Section 2 - Term
2.1 Term. Subject to extension in accordance with
this Section 2, the term of this Agreement (the "Term")
shall be the three-year period beginning on July 28, 1994
(the "Effective Date") and ending on July 27, 1997. On
or before each anniversary of the Effective Date (each an
"Anniversary Date"), the Holding Company Board shall
review Executive's performance under this Agreement to
determine whether Holding Company desires that the Term
of this Agreement be restored to three (3) years. If the
Holding Company Board recommends, then the then-remaining
Term of this Agreement shall be restored to the three-
year term beginning on such Anniversary Date.
2.2 Compensation Upon Termination For Good Reason
or Following Change in Control.
(a) If: (i) Executive terminates employment
and Good Reason exists; (ii) any of the events
constituting a Change in Control shall have occurred and
Executive's employment is terminated within two (2) years
thereafter other than by reason of (A) Executive's death
or Disability, or (B) termination for Cause; or (iii) any
of the events constituting a Change in Control shall have
occurred and Executive's employment is terminated by
Executive within one (1) year after a Change in Control;
then Executive shall receive as severance compensation in
a lump sum (discounted to present value from the date
such amounts would have been paid if Executive's
employment had continued for three (3) years from the
date of such termination using the interest rate then
applicable to newly issued fixed rate three-year
certificates of deposit at SFB, Chicago, Illinois) on the
thirtieth day following the Date of Termination:
I. the unpaid balance of Executive's full
Base Compensation through the Date of
Termination at the rate in effect at the
time Notice of Termination is given; plus
II. an amount equal to Executive's full Base
Compensation for three (3) years at the
rate in effect as of the Date of
Termination; plus
III. an amount, if any, equal to three (3)
times the Executive's highest Bonus
Compensation paid in either of the two (2)
previous years.
(b) In addition to the severance benefits set
forth in I, II and III above, Holding Company shall: (x)
pay all legal fees and expenses incurred by Executive
resulting from termination (including all such fees and
expenses, if any, incurred in contesting any such
termination or in seeking to obtain or enforce any right
or benefit provided by this Agreement); and (y) to the
extent that Executive's continued participation is
possible under the general terms and provisions of such
plans and programs, maintain in full force and effect,
for the continued benefit of Executive for the remaining
Term after the Date of Termination and, in the case of
medical insurance, until such time as Executive is
covered by Medicare or another comparable insurance
program, all employee benefit plans and programs or
arrangements in which Executive was entitled to
participate immediately prior to the Date of Termination.
If Executive's continued participation in any such plan
or program is barred, Holding Company shall arrange to
provide Executive with benefits substantially similar or,
if that is not possible, of equal value, to those which
Executive was entitled to receive under such plans and
programs. At the end of the period of coverage,
Executive shall have the option to have assigned to him
at no cost and with no apportionment of prepaid premiums
any assignable insurance policies owned by Holding
Company and/or SFB relating specifically to Executive.
(c) Executive shall not be required to
mitigate the amount of any payment provided for in this
Section 2.2 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this
Section 2.2 be reduced by any compensation earned by
Executive as the result of employment by another employer
after the Date of Termination or otherwise.
2.3 Successors of Holding Company. Holding Company
will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company would be
required to perform it if no such succession had taken
place. As used in this Agreement, "Holding Company"
shall mean Holding Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid
or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
2.4 Payment Adjustment. If the independent
accountants acting as auditors for Holding Company on the
date of a Change in Control (or another accounting firm
designated by the parties) determine, in consultation
with legal counsel acceptable to the parties, that any
amount payable to Executive by Holding Company under this
Agreement, or any other plan or agreement under which
Executive participates or is a party, would constitute an
"excess parachute payment" within the meaning of Section
280G of the Code, and any regulations thereunder, and be
subject to the "excise tax" imposed by Section 4999 of
the Code, Holding Company shall pay to Executive the
amount of such excise tax and all federal and state
income or other taxes with respect to the payment of the
amount of such excise tax, including all such taxes with
respect to any such additional amount. If at a later
date, the Internal Revenue Service assesses a deficiency
against Executive for the excise tax which is greater
than that which was determined at the time such amounts
were paid, if any, Holding Company shall pay to Executive
the amount of such excise tax plus any interest,
penalties and professional fees or expenses, incurred by
Executive as a result of such assessment, including all
such taxes with respect to any such additional amount.
The highest marginal tax rate applicable to individuals
at the time of payment of such amounts will be used for
purposes of determining the federal and state income and
other taxes with respect thereto. Holding Company shall
withhold from any amounts paid under this Agreement the
amount of any excise tax or other federal, state or local
taxes then required to be withheld. Computations of the
amount of any supplemental compensation paid under this
Section 2.4 shall be made by the independent public
accountants then regularly retained by Holding Company,
in consultation with legal counsel acceptable to the
parties. Holding Company shall pay all accountant and
legal counsel fees and expenses.
2.5 Notice of Termination. Any termination by
Holding Company or by Executive shall be communicated by
written Notice of Termination to the other party hereto.
Section 3 - Miscellaneous
3.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to Holding Company:
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521-6486
All notices to Holding Company shall be directed to the
attention of the President with a copy to the Treasurer.
If to Executive:
Kurtis D. Mackiewich
__________________________
__________________________
3.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
3.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
3.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
3.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of Holding Company, in accordance with the rules
of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator's award in any
court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance
of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising
under or in connection with this Agreement.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
3.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon Holding Company, its
successors and assigns, and this Agreement shall not be
assignable by Executive.
3.7 Severability. If any provision of this
Agreement is held to be invalid, illegal or unenforceable
in any respect, the validity and enforceability of all
other applications of that provision and of all other
provisions and applications hereof shall not in any way
be affected or impaired.
3.8 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of
Holding Company. The failure of Holding Company or
Executive at any time or times to enforce its rights
under the Agreement strictly in accordance with the same
shall not be construed as having created a custom in any
way or manner contrary to the specific provisions of this
Agreement or as having in any way or manner modified or
waived the same. No waiver by either party hereto at any
time of any breach by the other party hereto of, or
compliance with, any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
3.9 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FINANCIAL INC.
By:__________________________
Title: ______________________
KURTIS D. MACKIEWICH
______________________________
EXHIBIT E
EXHIBIT 10.7-D
STANDARD FINANCIAL, INC.
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this "Agreement")
is entered into as of July 28, 1994 (the "Effective
Date"), by and between Standard Financial, Inc. ("Holding
Company") and Ruta M. Staniulis ("Executive").
WHEREAS, Executive has been elected to and has
agreed to serve in the position of Senior Vice President
for Standard Federal Bank for savings ("SFB"), a wholly
owned subsidiary of Holding Company, a position of
substantial responsibility;
WHEREAS, Holding Company considers the establishment
and maintenance of sound and vital senior management to
be essential to protecting and enhancing its best
interests and therefore desires to protect Executive's
position therewith for the period provided in this
Agreement; and
WHEREAS, the Board of Directors of Holding Company
has considered and approved this Agreement with respect
to Executive's employment.
NOW, THEREFORE, in consideration of the contribution
and responsibilities of Executive, and upon the other
terms and conditions hereinafter provided, the parties
hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two (2) consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of Holding Company or
SFB as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of Holding Company
or SFB adopts a resolution to the effect that a Change in
Control of Holding Company or SFB for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item 1(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of Holding Company or SFB
representing twenty percent (20%) or more of Holding
Company's or SFB's outstanding securities, except for any
securities purchased by SFB's employee stock ownership
plan and trust and any person who becomes a twenty
percent (20%) beneficial owner solely as a result of
stock repurchases by Holding Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of Holding Company or SFB or a
similar transaction occurs in which Holding Company or
SFB is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean the date
specified in the Notice of Termination.
1.4 "Disability" shall mean Executive's inability
for a period of not less than ninety (90) consecutive
days, due to accident or physical or mental illness, to
adequately and fully perform the duties required by an
employee in Executive's position; provided, however, that
Disability for purposes of this Agreement shall not
include any Disability which results from Executive's
engaging in a criminal enterprise or from Executive's
habitual drunkenness, addiction to narcotics or
intentionally inflicted injury. If at any time during
the Term, the Holding Company Board makes a determination
with respect to Executive's Disability, that
determination shall be final, conclusive, and binding
upon Holding Company, SFB, Executive, and their
successors in interest, so long as such determination has
a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two (2) years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with Holding Company or SFB
immediately prior to a Change in Control of Holding
Company or SFB; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of Holding Company or SFB are changed
in any material respect; the Term of this Agreement is
not restored to three (3) years under Section 2.1 of this
Agreement; or executive is removed from or is not re-
elected to any of such positions, except in connection
with the termination of Executive's employment (1) for
Cause, (2) on account of Disability, (3) as a result of
Executive's death, or (4) by Executive other than for
Good Reason;
(b) within two (2) years after a Change in
Control, Holding Company's or SFB's principal executive
offices are relocated to a location at least thirty (30)
miles from its current location; or Holding Company or
SFB requires Executive to be based anywhere other than in
the Chicago, Illinois metropolitan area, except for
required travel on Holding Company's or SFB's business to
an extent substantially consistent with similarly
situated executives' business travel obligations;
(c) within two (2) years after a Change of
Control, Holding Company or SFB reduces in any material
respect the base salary of Executive, Holding Company or
SFB fails to continue in effect any material benefit or
compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change of
Control (or plans providing Executive with substantially
similar benefits), or Holding Company or SFB takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
Holding Company or SFB or deprive Executive of any
material fringe benefits;
(d) Holding Company and SFB fail to obtain the
assumption of all obligations under the Agreement by any
successor as contemplated in Section 2.3 of the
Agreement; or
(e) within two (2) years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 2.5
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from Holding Company or from Executive, which shall
indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable
detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the
provision so indicated and shall state the effective date
of the termination.
1.8 Termination for "Cause" by Holding Company of
Executive's employment under this Agreement shall have
the same meaning as it does in 12 C.F.R SECTION 563.39, and
shall include termination because of:
(a) The intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for
such termination, and a reasonable opportunity to present
to the Holding Company Board his position regarding any
dispute relating to the existence of such Cause.
Section 2 - Term
2.1 Term. Subject to extension in accordance with
this Section 2, the term of this Agreement (the "Term")
shall be the three-year period beginning on July 28, 1994
(the "Effective Date") and ending on July 27, 1997. On
or before each anniversary of the Effective Date (each an
"Anniversary Date"), the Holding Company Board shall
review Executive's performance under this Agreement to
determine whether Holding Company desires that the Term
of this Agreement be restored to three (3) years. If the
Holding Company Board recommends, then the then-remaining
Term of this Agreement shall be restored to the three-
year term beginning on such Anniversary Date.
2.2 Compensation Upon Termination For Good Reason
or Following Change in Control.
(a) If: (i) Executive terminates employment
and Good Reason exists; (ii) any of the events
constituting a Change in Control shall have occurred and
Executive's employment is terminated within two (2) years
thereafter other than by reason of (A) Executive's death
or Disability, or (B) termination for Cause; or (iii) any
of the events constituting a Change in Control shall have
occurred and Executive's employment is terminated by
Executive within one (1) year after a Change in Control;
then Executive shall receive as severance compensation in
a lump sum (discounted to present value from the date
such amounts would have been paid if Executive's
employment had continued for three (3) years from the
date of such termination using the interest rate then
applicable to newly issued fixed rate three-year
certificates of deposit at SFB, Chicago, Illinois) on the
thirtieth day following the Date of Termination:
I. the unpaid balance of Executive's full
Base Compensation through the Date of
Termination at the rate in effect at the
time Notice of Termination is given; plus
II. an amount equal to Executive's full Base
Compensation for three (3) years at the
rate in effect as of the Date of
Termination; plus
III. an amount, if any, equal to three (3)
times the Executive's highest Bonus
Compensation paid in either of the two (2)
previous years.
(b) In addition to the severance benefits set
forth in I, II and III above, Holding Company shall: (x)
pay all legal fees and expenses incurred by Executive
resulting from termination (including all such fees and
expenses, if any, incurred in contesting any such
termination or in seeking to obtain or enforce any right
or benefit provided by this Agreement); and (y) to the
extent that Executive's continued participation is
possible under the general terms and provisions of such
plans and programs, maintain in full force and effect,
for the continued benefit of Executive for the remaining
Term after the Date of Termination and, in the case of
medical insurance, until such time as Executive is
covered by Medicare or another comparable insurance
program, all employee benefit plans and programs or
arrangements in which Executive was entitled to
participate immediately prior to the Date of Termination.
If Executive's continued participation in any such plan
or program is barred, Holding Company shall arrange to
provide Executive with benefits substantially similar or,
if that is not possible, of equal value, to those which
Executive was entitled to receive under such plans and
programs. At the end of the period of coverage,
Executive shall have the option to have assigned to him
at no cost and with no apportionment of prepaid premiums
any assignable insurance policies owned by Holding
Company and/or SFB relating specifically to Executive.
(c) Executive shall not be required to
mitigate the amount of any payment provided for in this
Section 2.2 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this
Section 2.2 be reduced by any compensation earned by
Executive as the result of employment by another employer
after the Date of Termination or otherwise.
2.3 Successors of Holding Company. Holding Company
will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company would be
required to perform it if no such succession had taken
place. As used in this Agreement, "Holding Company"
shall mean Holding Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid
or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
2.4 Payment Adjustment. If the independent
accountants acting as auditors for Holding Company on the
date of a Change in Control (or another accounting firm
designated by the parties) determine, in consultation
with legal counsel acceptable to the parties, that any
amount payable to Executive by Holding Company under this
Agreement, or any other plan or agreement under which
Executive participates or is a party, would constitute an
"excess parachute payment" within the meaning of Section
280G of the Code, and any regulations thereunder, and be
subject to the "excise tax" imposed by Section 4999 of
the Code, Holding Company shall pay to Executive the
amount of such excise tax and all federal and state
income or other taxes with respect to the payment of the
amount of such excise tax, including all such taxes with
respect to any such additional amount. If at a later
date, the Internal Revenue Service assesses a deficiency
against Executive for the excise tax which is greater
than that which was determined at the time such amounts
were paid, if any, Holding Company shall pay to Executive
the amount of such excise tax plus any interest,
penalties and professional fees or expenses, incurred by
Executive as a result of such assessment, including all
such taxes with respect to any such additional amount.
The highest marginal tax rate applicable to individuals
at the time of payment of such amounts will be used for
purposes of determining the federal and state income and
other taxes with respect thereto. Holding Company shall
withhold from any amounts paid under this Agreement the
amount of any excise tax or other federal, state or local
taxes then required to be withheld. Computations of the
amount of any supplemental compensation paid under this
Section 2.4 shall be made by the independent public
accountants then regularly retained by Holding Company,
in consultation with legal counsel acceptable to the
parties. Holding Company shall pay all accountant and
legal counsel fees and expenses.
2.5 Notice of Termination. Any termination by
Holding Company or by Executive shall be communicated by
written Notice of Termination to the other party hereto.
Section 3 - Miscellaneous
3.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to Holding Company:
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521-6486
All notices to Holding Company shall be directed to the
attention of the President with a copy to the Treasurer.
If to Executive:
Ruta M. Staniulis
__________________________
__________________________
3.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
3.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
3.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
3.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of Holding Company, in accordance with the rules
of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator's award in any
court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance
of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising
under or in connection with this Agreement.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
3.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon Holding Company, its
successors and assigns, and this Agreement shall not be
assignable by Executive.
3.7 Severability. If any provision of this
Agreement is held to be invalid, illegal or unenforceable
in any respect, the validity and enforceability of all
other applications of that provision and of all other
provisions and applications hereof shall not in any way
be affected or impaired.
3.8 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of
Holding Company. The failure of Holding Company or
Executive at any time or times to enforce its rights
under the Agreement strictly in accordance with the same
shall not be construed as having created a custom in any
way or manner contrary to the specific provisions of this
Agreement or as having in any way or manner modified or
waived the same. No waiver by either party hereto at any
time of any breach by the other party hereto of, or
compliance with, any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
3.9 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FINANCIAL INC.
By:__________________________
Title:_______________________
RUTA M. STANIULIS
______________________________
EXHIBIT D
EXHIBIT 10.7-E
STANDARD FINANCIAL, INC.
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this "Agreement")
is entered into as of July 28, 1994 (the "Effective
Date"), by and between Standard Financial, Inc. ("Holding
Company") and Leonard A. Metheny ("Executive").
WHEREAS, Executive has been elected to and has
agreed to serve in the position of Vice President and
Secretary for Standard Federal Bank for savings ("SFB"),
a wholly owned subsidiary of Holding Company, a position
of substantial responsibility;
WHEREAS, Holding Company considers the establishment
and maintenance of sound and vital senior management to
be essential to protecting and enhancing its best
interests and therefore desires to protect Executive's
position therewith for the period provided in this
Agreement; and
WHEREAS, the Board of Directors of Holding Company
has considered and approved this Agreement with respect
to Executive's employment.
NOW, THEREFORE, in consideration of the contribution
and responsibilities of Executive, and upon the other
terms and conditions hereinafter provided, the parties
hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two (2) consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of Holding Company or
SFB as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of Holding Company
or SFB adopts a resolution to the effect that a Change in
Control of Holding Company or SFB for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item 1(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of Holding Company or SFB
representing twenty percent (20%) or more of Holding
Company's or SFB's outstanding securities, except for any
securities purchased by SFB's employee stock ownership
plan and trust and any person who becomes a twenty
percent (20%) beneficial owner solely as a result of
stock repurchases by Holding Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of Holding Company or SFB or a
similar transaction occurs in which Holding Company or
SFB is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean the date
specified in the Notice of Termination.
1.4 "Disability" shall mean Executive's inability
for a period of not less than ninety (90) consecutive
days, due to accident or physical or mental illness, to
adequately and fully perform the duties required by an
employee in Executive's position; provided, however, that
Disability for purposes of this Agreement shall not
include any Disability which results from Executive's
engaging in a criminal enterprise or from Executive's
habitual drunkenness, addiction to narcotics or
intentionally inflicted injury. If at any time during
the Term, the Holding Company Board makes a determination
with respect to Executive's Disability, that
determination shall be final, conclusive, and binding
upon Holding Company, SFB, Executive, and their
successors in interest, so long as such determination has
a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two (2) years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with Holding Company or SFB
immediately prior to a Change in Control of Holding
Company or SFB; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of Holding Company or SFB are changed
in any material respect; the Term of this Agreement is
not restored to three (3) years under Section 2.1 of this
Agreement; or executive is removed from or is not re-
elected to any of such positions, except in connection
with the termination of Executive's employment (1) for
Cause, (2) on account of Disability, (3) as a result of
Executive's death, or (4) by Executive other than for
Good Reason;
(b) within two (2) years after a Change in
Control, Holding Company's or SFB's principal executive
offices are relocated to a location at least thirty (30)
miles from its current location; or Holding Company or
SFB requires Executive to be based anywhere other than in
the Chicago, Illinois metropolitan area, except for
required travel on Holding Company's or SFB's business to
an extent substantially consistent with similarly
situated executives' business travel obligations;
(c) within two (2) years after a Change of
Control, Holding Company or SFB reduces in any material
respect the base salary of Executive, Holding Company or
SFB fails to continue in effect any material benefit or
compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change of
Control (or plans providing Executive with substantially
similar benefits), or Holding Company or SFB takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
Holding Company or SFB or deprive Executive of any
material fringe benefits;
(d) Holding Company and SFB fail to obtain the
assumption of all obligations under the Agreement by any
successor as contemplated in Section 2.3 of the
Agreement; or
(e) within two (2) years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 2.5
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from Holding Company or from Executive, which shall
indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable
detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the
provision so indicated and shall state the effective date
of the termination.
1.8 Termination for "Cause" by Holding Company of
Executive's employment under this Agreement shall have
the same meaning as it does in 12 C.F.R SECTION 563.39, and
shall include termination because of:
(a) The intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for
such termination, and a reasonable opportunity to present
to the Holding Company Board his position regarding any
dispute relating to the existence of such Cause.
Section 2 - Term
2.1 Term. Subject to extension in accordance with
this Section 2, the term of this Agreement (the "Term")
shall be the three-year period beginning on July 28, 1994
(the "Effective Date") and ending on July 27, 1997. On
or before each anniversary of the Effective Date (each an
"Anniversary Date"), the Holding Company Board shall
review Executive's performance under this Agreement to
determine whether Holding Company desires that the Term
of this Agreement be restored to three (3) years. If the
Holding Company Board recommends, then the then-remaining
Term of this Agreement shall be restored to the three-
year term beginning on such Anniversary Date.
2.2 Compensation Upon Termination For Good Reason
or Following Change in Control.
(a) If: (i) Executive terminates employment
and Good Reason exists; (ii) any of the events
constituting a Change in Control shall have occurred and
Executive's employment is terminated within two (2) years
thereafter other than by reason of (A) Executive's death
or Disability, or (B) termination for Cause; or (iii) any
of the events constituting a Change in Control shall have
occurred and Executive's employment is terminated by
Executive within one (1) year after a Change in Control;
then Executive shall receive as severance compensation in
a lump sum (discounted to present value from the date
such amounts would have been paid if Executive's
employment had continued for three (3) years from the
date of such termination using the interest rate then
applicable to newly issued fixed rate three-year
certificates of deposit at SFB, Chicago, Illinois) on the
thirtieth day following the Date of Termination:
I. the unpaid balance of Executive's full
Base Compensation through the Date of
Termination at the rate in effect at the
time Notice of Termination is given; plus
II. an amount equal to Executive's full Base
Compensation for three (3) years at the
rate in effect as of the Date of
Termination; plus
III. an amount, if any, equal to three (3)
times the Executive's highest Bonus
Compensation paid in either of the two (2)
previous years.
(b) In addition to the severance benefits set
forth in I, II and III above, Holding Company shall: (x)
pay all legal fees and expenses incurred by Executive
resulting from termination (including all such fees and
expenses, if any, incurred in contesting any such
termination or in seeking to obtain or enforce any right
or benefit provided by this Agreement); and (y) to the
extent that Executive's continued participation is
possible under the general terms and provisions of such
plans and programs, maintain in full force and effect,
for the continued benefit of Executive for the remaining
Term after the Date of Termination and, in the case of
medical insurance, until such time as Executive is
covered by Medicare or another comparable insurance
program, all employee benefit plans and programs or
arrangements in which Executive was entitled to
participate immediately prior to the Date of Termination.
If Executive's continued participation in any such plan
or program is barred, Holding Company shall arrange to
provide Executive with benefits substantially similar or,
if that is not possible, of equal value, to those which
Executive was entitled to receive under such plans and
programs. At the end of the period of coverage,
Executive shall have the option to have assigned to him
at no cost and with no apportionment of prepaid premiums
any assignable insurance policies owned by Holding
Company and/or SFB relating specifically to Executive.
(c) Executive shall not be required to
mitigate the amount of any payment provided for in this
Section 2.2 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this
Section 2.2 be reduced by any compensation earned by
Executive as the result of employment by another employer
after the Date of Termination or otherwise.
2.3 Successors of Holding Company. Holding Company
will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company would be
required to perform it if no such succession had taken
place. As used in this Agreement, "Holding Company"
shall mean Holding Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid
or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
2.4 Payment Adjustment. If the independent
accountants acting as auditors for Holding Company on the
date of a Change in Control (or another accounting firm
designated by the parties) determine, in consultation
with legal counsel acceptable to the parties, that any
amount payable to Executive by Holding Company under this
Agreement, or any other plan or agreement under which
Executive participates or is a party, would constitute an
"excess parachute payment" within the meaning of Section
280G of the Code, and any regulations thereunder, and be
subject to the "excise tax" imposed by Section 4999 of
the Code, Holding Company shall pay to Executive the
amount of such excise tax and all federal and state
income or other taxes with respect to the payment of the
amount of such excise tax, including all such taxes with
respect to any such additional amount. If at a later
date, the Internal Revenue Service assesses a deficiency
against Executive for the excise tax which is greater
than that which was determined at the time such amounts
were paid, if any, Holding Company shall pay to Executive
the amount of such excise tax plus any interest,
penalties and professional fees or expenses, incurred by
Executive as a result of such assessment, including all
such taxes with respect to any such additional amount.
The highest marginal tax rate applicable to individuals
at the time of payment of such amounts will be used for
purposes of determining the federal and state income and
other taxes with respect thereto. Holding Company shall
withhold from any amounts paid under this Agreement the
amount of any excise tax or other federal, state or local
taxes then required to be withheld. Computations of the
amount of any supplemental compensation paid under this
Section 2.4 shall be made by the independent public
accountants then regularly retained by Holding Company,
in consultation with legal counsel acceptable to the
parties. Holding Company shall pay all accountant and
legal counsel fees and expenses.
2.5 Notice of Termination. Any termination by
Holding Company or by Executive shall be communicated by
written Notice of Termination to the other party hereto.
Section 3 - Miscellaneous
3.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to Holding Company:
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521-6486
All notices to Holding Company shall be directed to the
attention of the President with a copy to the Treasurer.
If to Executive:
Leonard A. Metheny
__________________________
__________________________
3.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
3.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
3.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
3.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of Holding Company, in accordance with the rules
of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator's award in any
court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance
of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising
under or in connection with this Agreement.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
3.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon Holding Company, its
successors and assigns, and this Agreement shall not be
assignable by Executive.
3.7 Severability. If any provision of this
Agreement is held to be invalid, illegal or unenforceable
in any respect, the validity and enforceability of all
other applications of that provision and of all other
provisions and applications hereof shall not in any way
be affected or impaired.
3.8 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of
Holding Company. The failure of Holding Company or
Executive at any time or times to enforce its rights
under the Agreement strictly in accordance with the same
shall not be construed as having created a custom in any
way or manner contrary to the specific provisions of this
Agreement or as having in any way or manner modified or
waived the same. No waiver by either party hereto at any
time of any breach by the other party hereto of, or
compliance with, any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
3.9 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FINANCIAL INC.
By: _________________________
Title:_______________________
LEONARD A. METHENY
______________________________
EXHIBIT C
EXHIBIT 10.7-F
STANDARD FINANCIAL, INC.
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this "Agreement")
is entered into as of July 28, 1994 (the "Effective
Date"), by and between Standard Financial, Inc. ("Holding
Company") and Randall R. Schwartz ("Executive").
WHEREAS, Executive has been elected to and has
agreed to serve in the position of Vice President and
General Counsel for Standard Federal Bank for savings
("SFB"), a wholly owned subsidiary of Holding Company, a
position of substantial responsibility;
WHEREAS, Holding Company considers the establishment
and maintenance of sound and vital senior management to
be essential to protecting and enhancing its best
interests and therefore desires to protect Executive's
position therewith for the period provided in this
Agreement; and
WHEREAS, the Board of Directors of Holding Company
has considered and approved this Agreement with respect
to Executive's employment.
NOW, THEREFORE, in consideration of the contribution
and responsibilities of Executive, and upon the other
terms and conditions hereinafter provided, the parties
hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two (2) consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of Holding Company or
SFB as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of Holding Company
or SFB adopts a resolution to the effect that a Change in
Control of Holding Company or SFB for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item 1(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of Holding Company or SFB
representing twenty percent (20%) or more of Holding
Company's or SFB's outstanding securities, except for any
securities purchased by SFB's employee stock ownership
plan and trust and any person who becomes a twenty
percent (20%) beneficial owner solely as a result of
stock repurchases by Holding Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of Holding Company or SFB or a
similar transaction occurs in which Holding Company or
SFB is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean the date
specified in the Notice of Termination.
1.4 "Disability" shall mean Executive's inability
for a period of not less than ninety (90) consecutive
days, due to accident or physical or mental illness, to
adequately and fully perform the duties required by an
employee in Executive's position; provided, however, that
Disability for purposes of this Agreement shall not
include any Disability which results from Executive's
engaging in a criminal enterprise or from Executive's
habitual drunkenness, addiction to narcotics or
intentionally inflicted injury. If at any time during
the Term, the Holding Company Board makes a determination
with respect to Executive's Disability, that
determination shall be final, conclusive, and binding
upon Holding Company, SFB, Executive, and their
successors in interest, so long as such determination has
a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two (2) years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with Holding Company or SFB
immediately prior to a Change in Control of Holding
Company or SFB; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of Holding Company or SFB are changed
in any material respect; the Term of this Agreement is
not restored to three (3) years under Section 2.1 of this
Agreement; or executive is removed from or is not re-
elected to any of such positions, except in connection
with the termination of Executive's employment (1) for
Cause, (2) on account of Disability, (3) as a result of
Executive's death, or (4) by Executive other than for
Good Reason;
(b) within two (2) years after a Change in
Control, Holding Company's or SFB's principal executive
offices are relocated to a location at least thirty (30)
miles from its current location; or Holding Company or
SFB requires Executive to be based anywhere other than in
the Chicago, Illinois metropolitan area, except for
required travel on Holding Company's or SFB's business to
an extent substantially consistent with similarly
situated executives' business travel obligations;
(c) within two (2) years after a Change of
Control, Holding Company or SFB reduces in any material
respect the base salary of Executive, Holding Company or
SFB fails to continue in effect any material benefit or
compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change of
Control (or plans providing Executive with substantially
similar benefits), or Holding Company or SFB takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
Holding Company or SFB or deprive Executive of any
material fringe benefits;
(d) Holding Company and SFB fail to obtain the
assumption of all obligations under the Agreement by any
successor as contemplated in Section 2.3 of the
Agreement; or
(e) within two (2) years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 2.5
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from Holding Company or from Executive, which shall
indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable
detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the
provision so indicated and shall state the effective date
of the termination.
1.8 Termination for "Cause" by Holding Company of
Executive's employment under this Agreement shall have
the same meaning as it does in 12 C.F.R SECTION 563.39, and
shall include termination because of:
(a) The intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for
such termination, and a reasonable opportunity to present
to the Holding Company Board his position regarding any
dispute relating to the existence of such Cause.
Section 2 - Term
2.1 Term. Subject to extension in accordance with
this Section 2, the term of this Agreement (the "Term")
shall be the three-year period beginning on July 28, 1994
(the "Effective Date") and ending on July 27, 1997. On
or before each anniversary of the Effective Date (each an
"Anniversary Date"), the Holding Company Board shall
review Executive's performance under this Agreement to
determine whether Holding Company desires that the Term
of this Agreement be restored to three (3) years. If the
Holding Company Board recommends, then the then-remaining
Term of this Agreement shall be restored to the three-
year term beginning on such Anniversary Date.
2.2 Compensation Upon Termination For Good Reason
or Following Change in Control.
(a) If: (i) Executive terminates employment
and Good Reason exists; (ii) any of the events
constituting a Change in Control shall have occurred and
Executive's employment is terminated within two (2) years
thereafter other than by reason of (A) Executive's death
or Disability, or (B) termination for Cause; or (iii) any
of the events constituting a Change in Control shall have
occurred and Executive's employment is terminated by
Executive within one (1) year after a Change in Control;
then Executive shall receive as severance compensation in
a lump sum (discounted to present value from the date
such amounts would have been paid if Executive's
employment had continued for three (3) years from the
date of such termination using the interest rate then
applicable to newly issued fixed rate three-year
certificates of deposit at SFB, Chicago, Illinois) on the
thirtieth day following the Date of Termination:
I. the unpaid balance of Executive's full
Base Compensation through the Date of
Termination at the rate in effect at the
time Notice of Termination is given; plus
II. an amount equal to Executive's full Base
Compensation for three (3) years at the
rate in effect as of the Date of
Termination; plus
III. an amount, if any, equal to three (3)
times the Executive's highest Bonus
Compensation paid in either of the two (2)
previous years.
(b) In addition to the severance benefits set
forth in I, II and III above, Holding Company shall: (x)
pay all legal fees and expenses incurred by Executive
resulting from termination (including all such fees and
expenses, if any, incurred in contesting any such
termination or in seeking to obtain or enforce any right
or benefit provided by this Agreement); and (y) to the
extent that Executive's continued participation is
possible under the general terms and provisions of such
plans and programs, maintain in full force and effect,
for the continued benefit of Executive for the remaining
Term after the Date of Termination and, in the case of
medical insurance, until such time as Executive is
covered by Medicare or another comparable insurance
program, all employee benefit plans and programs or
arrangements in which Executive was entitled to
participate immediately prior to the Date of Termination.
If Executive's continued participation in any such plan
or program is barred, Holding Company shall arrange to
provide Executive with benefits substantially similar or,
if that is not possible, of equal value, to those which
Executive was entitled to receive under such plans and
programs. At the end of the period of coverage,
Executive shall have the option to have assigned to him
at no cost and with no apportionment of prepaid premiums
any assignable insurance policies owned by Holding
Company and/or SFB relating specifically to Executive.
(c) Executive shall not be required to
mitigate the amount of any payment provided for in this
Section 2.2 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this
Section 2.2 be reduced by any compensation earned by
Executive as the result of employment by another employer
after the Date of Termination or otherwise.
2.3 Successors of Holding Company. Holding Company
will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company would be
required to perform it if no such succession had taken
place. As used in this Agreement, "Holding Company"
shall mean Holding Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid
or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
2.4 Payment Adjustment. If the independent
accountants acting as auditors for Holding Company on the
date of a Change in Control (or another accounting firm
designated by the parties) determine, in consultation
with legal counsel acceptable to the parties, that any
amount payable to Executive by Holding Company under this
Agreement, or any other plan or agreement under which
Executive participates or is a party, would constitute an
"excess parachute payment" within the meaning of Section
280G of the Code, and any regulations thereunder, and be
subject to the "excise tax" imposed by Section 4999 of
the Code, Holding Company shall pay to Executive the
amount of such excise tax and all federal and state
income or other taxes with respect to the payment of the
amount of such excise tax, including all such taxes with
respect to any such additional amount. If at a later
date, the Internal Revenue Service assesses a deficiency
against Executive for the excise tax which is greater
than that which was determined at the time such amounts
were paid, if any, Holding Company shall pay to Executive
the amount of such excise tax plus any interest,
penalties and professional fees or expenses, incurred by
Executive as a result of such assessment, including all
such taxes with respect to any such additional amount.
The highest marginal tax rate applicable to individuals
at the time of payment of such amounts will be used for
purposes of determining the federal and state income and
other taxes with respect thereto. Holding Company shall
withhold from any amounts paid under this Agreement the
amount of any excise tax or other federal, state or local
taxes then required to be withheld. Computations of the
amount of any supplemental compensation paid under this
Section 2.4 shall be made by the independent public
accountants then regularly retained by Holding Company,
in consultation with legal counsel acceptable to the
parties. Holding Company shall pay all accountant and
legal counsel fees and expenses.
2.5 Notice of Termination. Any termination by
Holding Company or by Executive shall be communicated by
written Notice of Termination to the other party hereto.
Section 3 - Miscellaneous
3.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to Holding Company:
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521-6486
All notices to Holding Company shall be directed to the
attention of the President with a copy to the Treasurer.
If to Executive:
Randall R. Schwartz
_________________________
_________________________
3.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
3.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
3.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
3.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of Holding Company, in accordance with the rules
of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator's award in any
court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance
of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising
under or in connection with this Agreement.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
3.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon Holding Company, its
successors and assigns, and this Agreement shall not be
assignable by Executive.
3.7 Severability. If any provision of this
Agreement is held to be invalid, illegal or unenforceable
in any respect, the validity and enforceability of all
other applications of that provision and of all other
provisions and applications hereof shall not in any way
be affected or impaired.
3.8 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of
Holding Company. The failure of Holding Company or
Executive at any time or times to enforce its rights
under the Agreement strictly in accordance with the same
shall not be construed as having created a custom in any
way or manner contrary to the specific provisions of this
Agreement or as having in any way or manner modified or
waived the same. No waiver by either party hereto at any
time of any breach by the other party hereto of, or
compliance with, any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
3.9 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FINANCIAL INC.
By: _______________________
Title:_____________________
RANDALL R. SCHWARTZ
___________________________
EXHIBIT 10.7-G
STANDARD FINANCIAL, INC.
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this "Agreement")
is entered into as of October 16, 1996 (the "Effective
Date"), by and between Standard Financial, Inc. ("Holding
Company") and James Chippas ("Executive").
WHEREAS, Executive has been elected to and has
agreed to serve in the position of Vice President
Consumer Lending for Standard Federal Bank for savings
("SFB"), a wholly owned subsidiary of Holding Company, a
position of substantial responsibility;
WHEREAS, Holding Company considers the establishment
and maintenance of sound and vital senior management to
be essential to protecting and enhancing its best
interests and therefore desires to protect Executive's
position therewith for the period provided in this
Agreement; and
WHEREAS, the Board of Directors of Holding Company
has considered and approved this Agreement with respect
to Executive's employment.
NOW, THEREFORE, in consideration of the contribution
and responsibilities of Executive, and upon the other
terms and conditions hereinafter provided, the parties
hereto agree as follows:
Section 1 - Definitions
1.1 A "Change in Control" shall mean:
(a) during any period of two (2) consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of Holding Company or
SFB cease for any reason to constitute a majority
thereof, unless the election or nomination for election
of each new Director was approved by a vote of at least
two-thirds of the Board members then still in office who
were Board members at the beginning of the period or who
were similarly nominated;
(b) a change in control of Holding Company or
SFB as described in 12 C.F.R. SECTION 574.4(a) occurs;
(c) the Board of Directors of Holding Company
or SFB adopts a resolution to the effect that a Change in
Control of Holding Company or SFB for purposes of this
Agreement has occurred;
(d) an event of a nature that Holding Company
would be required to report in response to item 1(a) of
the current report on Form 8-K as in effect on the date
of this Agreement, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") occurs;
(e) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of Holding Company or SFB
representing twenty percent (20%) or more of Holding
Company's or SFB's outstanding securities, except for any
securities purchased by SFB's employee stock ownership
plan and trust and any person who becomes a twenty
percent (20%) beneficial owner solely as a result of
stock repurchases by Holding Company; or
(f) a plan of reorganization, merger,
consolidation, sale or liquidation of all or
substantially all assets of Holding Company or SFB or a
similar transaction occurs in which Holding Company or
SFB is not the resulting entity.
1.2 The "Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 "Date of Termination" shall mean the date
specified in the Notice of Termination.
1.4 "Disability" shall mean Executive's inability
for a period of not less than ninety (90) consecutive
days, due to accident or physical or mental illness, to
adequately and fully perform the duties required by an
employee in Executive's position; provided, however, that
Disability for purposes of this Agreement shall not
include any Disability which results from Executive's
engaging in a criminal enterprise or from Executive's
habitual drunkenness, addiction to narcotics or
intentionally inflicted injury. If at any time during
the Term, the Holding Company Board makes a determination
with respect to Executive's Disability, that
determination shall be final, conclusive, and binding
upon Holding Company, SFB, Executive, and their
successors in interest, so long as such determination has
a reasonable basis.
1.5 "Good Reason" shall be deemed to exist if:
(a) within two (2) years after a Change in
Control, without Executive's express written consent,
Executive is assigned any duties inconsistent in any
material respect with Executive's positions, duties,
responsibilities and status with Holding Company or SFB
immediately prior to a Change in Control of Holding
Company or SFB; Executive's reporting responsibilities,
titles or offices as in effect immediately prior to a
Change in Control of Holding Company or SFB are changed
in any material respect; the Term of this Agreement is
not restored to three (3) years under Section 2.1 of this
Agreement; or executive is removed from or is not re-
elected to any of such positions, except in connection
with the termination of Executive's employment (1) for
Cause, (2) on account of Disability, (3) as a result of
Executive's death, or (4) by Executive other than for
Good Reason;
(b) within two (2) years after a Change in
Control, Holding Company's or SFB's principal executive
offices are relocated to a location at least thirty (30)
miles from its current location; or Holding Company or
SFB requires Executive to be based anywhere other than in
the Chicago, Illinois metropolitan area, except for
required travel on Holding Company's or SFB's business to
an extent substantially consistent with similarly
situated executives' business travel obligations;
(c) within two (2) years after a Change of
Control, Holding Company or SFB reduces in any material
respect the base salary of Executive, Holding Company or
SFB fails to continue in effect any material benefit or
compensation plan, pension plan, life insurance plan,
health and accident plan or disability plan in which
Executive is participating at the time of a Change of
Control (or plans providing Executive with substantially
similar benefits), or Holding Company or SFB takes any
action which would materially adversely affect
Executive's participation in or materially reduce
Executive's benefits under any benefit plan maintained by
Holding Company or SFB or deprive Executive of any
material fringe benefits;
(d) Holding Company and SFB fail to obtain the
assumption of all obligations under the Agreement by any
successor as contemplated in Section 2.3 of the
Agreement; or
(e) within two (2) years after a Change in
Control, Executive's employment is purported to be
terminated in a manner which is not pursuant to a Notice
of Termination satisfying the requirements of Section 2.5
of this Agreement.
1.6 The "Holding Company Board" shall mean the
Board of Directors of Holding Company.
1.7 "Notice of Termination" shall mean a notice,
from Holding Company or from Executive, which shall
indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable
detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the
provision so indicated and shall state the effective date
of the termination.
1.8 Termination for "Cause" by Holding Company of
Executive's employment under this Agreement shall have
the same meaning as it does in 12 C.F.R SECTION 563.39, and
shall include termination because of:
(a) The intentional and substantial failure by
Executive to perform Executive's duties with Holding
Company or SFB (other than any such failure resulting
from incapacity due to physical or mental illness); or
(b) Executive's personal dishonesty,
incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or cease-and-desist order or material
breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Executive a
written notice of the intention to terminate his
employment for Cause specifying the grounds for such
termination, providing a reasonable opportunity to cure
any conduct or act, if curable, alleged as grounds for
such termination, and a reasonable opportunity to present
to the Holding Company Board his position regarding any
dispute relating to the existence of such Cause.
Section 2 - Term
2.1 Term. Subject to extension in accordance with
this Section 2, the term of this Agreement (the "Term")
shall be the three-year period beginning on October 16,
1996 (the "Effective Date") and ending on October 15,
1999. On or before each anniversary of the Effective
Date (each an "Anniversary Date"), the Holding Company
Board shall review Executive's performance under this
Agreement to determine whether Holding Company desires
that the Term of this Agreement be restored to three (3)
years. If the Holding Company Board recommends, then the
then-remaining Term of this Agreement shall be restored
to the three-year term beginning on such Anniversary
Date.
2.2 Compensation Upon Termination For Good Reason
or Following Change in Control.
(a) If: (i) Executive terminates employment
and Good Reason exists; (ii) any of the events
constituting a Change in Control shall have occurred and
Executive's employment is terminated within two (2) years
thereafter other than by reason of (A) Executive's death
or Disability, or (B) termination for Cause; or (iii) any
of the events constituting a Change in Control shall have
occurred and Executive's employment is terminated by
Executive within one (1) year after a Change in Control;
then Executive shall receive as severance compensation in
a lump sum (discounted to present value from the date
such amounts would have been paid if Executive's
employment had continued for three (3) years from the
date of such termination using the interest rate then
applicable to newly issued fixed rate three-year
certificates of deposit at SFB, Chicago, Illinois) on the
thirtieth day following the Date of Termination:
I. the unpaid balance of Executive's full
Base Compensation through the Date of
Termination at the rate in effect at the
time Notice of Termination is given; plus
II. an amount equal to Executive's full Base
Compensation for three (3) years at the
rate in effect as of the Date of
Termination; plus
III. an amount, if any, equal to three (3)
times the Executive's highest Bonus
Compensation paid in either of the two (2)
previous years.
(b) In addition to the severance benefits set
forth in I, II and III above, Holding Company shall: (x)
pay all legal fees and expenses incurred by Executive
resulting from termination (including all such fees and
expenses, if any, incurred in contesting any such
termination or in seeking to obtain or enforce any right
or benefit provided by this Agreement); and (y) to the
extent that Executive's continued participation is
possible under the general terms and provisions of such
plans and programs, maintain in full force and effect,
for the continued benefit of Executive for the remaining
Term after the Date of Termination and, in the case of
medical insurance, until such time as Executive is
covered by Medicare or another comparable insurance
program, all employee benefit plans and programs or
arrangements in which Executive was entitled to
participate immediately prior to the Date of Termination.
If Executive's continued participation in any such plan
or program is barred, Holding Company shall arrange to
provide Executive with benefits substantially similar or,
if that is not possible, of equal value, to those which
Executive was entitled to receive under such plans and
programs. At the end of the period of coverage,
Executive shall have the option to have assigned to him
at no cost and with no apportionment of prepaid premiums
any assignable insurance policies owned by Holding
Company and/or SFB relating specifically to Executive.
(c) Executive shall not be required to
mitigate the amount of any payment provided for in this
Section 2.2 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this
Section 2.2 be reduced by any compensation earned by
Executive as the result of employment by another employer
after the Date of Termination or otherwise.
2.3 Successors of Holding Company. Holding Company
will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of
Holding Company or SFB, by agreement in form and
substance satisfactory to Executive, expressly to assume
and agree to perform this Agreement in the same manner
and to the same extent that Holding Company would be
required to perform it if no such succession had taken
place. As used in this Agreement, "Holding Company"
shall mean Holding Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid
or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
2.4 Reduction of Amounts Payable. Notwithstanding
the foregoing provisions of this Agreement, if all or any
portion of the amounts payable to Executive under this
Agreement, either alone or together with other payments
which constitute parachute payments under Section 28OG of
the Code which Executive has the right to receive from
Holding Company or SFB, equal or exceed an amount which
would cause Holding Company or SFB to forfeit (as
determined by the Certified Public Accountants or legal
counsel employed by Holding Company, pursuant to Section
28OG of the Code, its deduction for any or all such
amounts payable, then the amount of parachute payments
provided under this Agreement shall be reduced to an
amount which, when added to such other parachute
payments, will be equal to $1.00 below the amount which
Holding Company or SFB can properly deduct under Section
28OG of the Code, provided that in no event shall such
reduced amount be less than zero.
2.5 Notice of Termination. Any termination by
Holding Company or by Executive shall be communicated by
written Notice of Termination to the other party hereto.
Section 3 - Confidentiality and
Covenant Not to Compete
3.1 Covenant Not to Compete. In consideration of
the employment of Executive and the potential payments to
be received under this Agreement, Executive covenants and
agrees that Executive shall not during the one (1) year
period immediately following the termination of his
employment:
(a) without the prior written consent of
Holding Company, engage or become interested in any
capacity, directly or indirectly (whether as proprietor,
principal stockholder, director, partner, employee,
trustee, beneficiary, or in any other capacity) in any
business selling, providing or developing products or
services competitive with products or services sold or
maintained by Holding Company or SFB within a five (5)
mile radius of the Chicago Metropolitan Statistical Area;
or
(b) recruit or solicit for employment any
current or future employee of Holding Company or SFB or
any of its respective successors or any entities related
to it.
3.2 Confidential Information. Executive
acknowledges that all Secret or Confidential Information
is the exclusive property of Holding Company or SFB.
Executive shall not during the period of his employment
by Holding Company or SFB or at any time thereafter,
disclose to any person, firm or corporation, or publish
or use for any purpose, any Secret or Confidential
Information except as properly required in the ordinary
course of business of Holding Company or SFB or as
directed and authorized by Holding Company. Upon the
termination of his employment with Holding Company or SFB
for any reason whatsoever, Executive shall return and
deliver to Holding Company within seven (7) days any and
all papers, books, records, documents, memoranda and
manuals, including all copies thereof, belonging to
Holding Company or SFB or relating to its business, in
Executive's possession, whether prepared by Executive or
others. If at any time after the termination of
Executive's employment with Holding Company or SFB,
Executive determines that he has any Secret or
Confidential Information in his possession or control,
Executive shall immediately return all such Secret or
Confidential Information to Holding Company including all
copies and portions thereof.
For purposes of this Section, "Secret or
Confidential Information" means secret or confidential
information of Holding Company or SFB (including secret
or confidential information of Holding Company or SFB's
subsidiaries and affiliates), including but not limited
to lists of customers; identity of customers; identity or
prospective customers; contract terms; bidding
information and strategies; pricing methods; computer
software; computer software methods and documentation;
hardware; salary information with respect to Holding
Company or SFB employees; financial product design
information; Holding Company or SFB's business plan;
methods of operation of Holding Company or SFB or its
affiliates; the procedures, forms and techniques used in
servicing accounts; and all other documents or
information which are required to be maintained in
confidence for the continued success of Holding Company
or SFB and its business, provided that secret or
confidential information shall not include information
reasonably available to the general public.
3.3 Disclosure and Survival of Covenants. If
Executive, in the future, seeks or is offered employment
by any other company, firm, or person, he shall provide a
copy of this Agreement to the prospective employer prior
to accepting employment with that prospective employer.
The provisions of Sections 3.1 and 3.2 shall survive
termination of this Agreement or of Executive's
employment.
Section 4 - Miscellaneous
4.1 Notice. Any notice or request required or
permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given for all
purposes if mailed by certified mail, postage prepaid and
return receipt requested, addressed to the intended
recipient at the following address (or at such other
address as either party may designate in writing to the
other party by certified mail as described above):
If to Holding Company:
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521-6486
All notices to Holding Company shall be directed to the
attention of the President with a copy to the Treasurer.
If to Executive:
James Chippas
_________________________
_________________________
4.2 Headings. The headings used in this Agreement
have been included solely for ease of reference and are
not to be construed in any interpretation of this
Agreement.
4.3 Entire Agreement. This instrument contains the
entire agreement between the parties with respect to the
subject matter hereof, and shall supersede all prior
understanding with respect to the subject matter hereof.
No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter
hereof have been made by either party which are not set
forth expressly in this Agreement. No modification or
addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement
is sought.
4.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Illinois.
4.5 Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a home office
selected by Executive within fifty (50) miles from the
location of Holding Company, in accordance with the rules
of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator's award in any
court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance
of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising
under or in connection with this Agreement.
In the event any dispute or controversy arising
under or in connection with Executive's termination is
resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses
and any other cash compensation, fringe benefits and any
compensation and benefits due Executive under this
Agreement and all fees and expenses incurred in seeking
to obtain or enforce the rights and benefits provided by
this Agreement.
4.6 Benefit. This Agreement shall inure to the
benefit of and shall be binding upon Holding Company, its
successors and assigns, and this Agreement shall not be
assignable by Executive.
4.7 Severability. If any provision of this
Agreement is held to be invalid, illegal or unenforceable
in any respect, the validity and enforceability of all
other applications of that provision and of all other
provisions and applications hereof shall not in any way
be affected or impaired.
4.8 Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by Executive and such officer as may be
specifically designated by the Board of Directors of
Holding Company. The failure of Holding Company or
Executive at any time or times to enforce its rights
under the Agreement strictly in accordance with the same
shall not be construed as having created a custom in any
way or manner contrary to the specific provisions of this
Agreement or as having in any way or manner modified or
waived the same. No waiver by either party hereto at any
time of any breach by the other party hereto of, or
compliance with, any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
4.9 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
STANDARD FINANCIAL INC.
By:________________________
Title: ____________________
JAMES CHIPPAS
___________________________
EXHIBIT 10.7-H
AMENDMENT TO CHANGE IN CONTROL AGREEMENT BETWEEN
STANDARD FINANCIAL MORTGAGE CORPORATION
AND ROBERT R. HARRING, III
Standard Financial Mortgage Corporation ("SFMC"),
Standard Financial, Inc. ("Holding Company") and Robert
R. Harring, III ("Executive") executed a certain Change
in Control Agreement (the "Agreement"), effective July
28, 1995, wherein they reserved the right to modify or
amend said Agreement in writing at any time in whole or
in part.
WHEREAS, Holding Company and SFMC are desirous of
amending the Agreement in certain respects and retaining
the services of Executive; and
WHEREAS, Executive is willing to accept such
amendments and to continue to serve in the employ of
Holding Company and SFMC.
NOW, THEREFORE, in consideration of Holding Company
and SFMC continuing to retain the services of Executive
and for Executive continuing to serve in the employ of
Holding Company and SFMC and for other good and valuable
consideration, the parties hereto agree to amend said
Agreement effective July 1, 1996, as follows:
1. Section 2.4 is hereby amended to read as
follows:
"2.4 Payment Adjustment. If the independent
accountants acting as auditors for SFMC on the date of a
Change in Control (or another accounting firm designated
by the parties) determine, in consultation with legal
counsel acceptable to the parties, that any amount
payable to Executive by SFMC under this Agreement, or any
other plan or agreement under which Executive
participates or is a party, would constitute an "excess
parachute payment" within the meaning of Section 280G of
the Code, and any regulations thereunder, and be subject
to the "excise tax" imposed by Section 4999 of the Code,
SFMC shall pay to Executive the amount of such excise tax
and all federal and state income or other taxes with
respect to the payment of the amount of such excise tax,
including all such taxes with respect to any such
additional amount. If at a later date, the Internal
Revenue Service assesses a deficiency against Executive
for the excise tax which is greater than that which was
determined at the time such amounts were paid, if any,
SFMC shall pay to Executive the amount of such excise tax
plus any interest, penalties and professional fees or
expenses, incurred by Executive as a result of such
assessment, including all such taxes with respect to any
such additional amount. The highest marginal tax rate
applicable to individuals at the time of payment of such
amounts will be used for purposes of determining the
federal and state income and other taxes with respect
thereto. SFMC shall withhold from any amounts paid under
this Agreement the amount of any excise tax or other
federal, state or local taxes then required to be
withheld. Computations of the amount of any supplemental
compensation paid under this Section 2.4 shall be made by
the independent public accountants then regularly
retained by SFMC, in consultation with legal counsel
acceptable to the parties. SFMC shall pay all accountant
and legal counsel fees and expenses."
In all other respects, Holding Company, SFMC and
Executive hereby confirm the Agreement, as herein
amended, reserving to Holding Company, SFMC and Executive
the joint right further to amend or revoke, in whole or
in part, the Agreement and this amendment thereto.
IN WITNESS WHEREOF, Holding Company, SFMC and
Executive have signed this amendment this ______ day of
______________________, 1996.
STANDARD FINANCIAL MORTGAGE CORPORATION
By: _________________________________
Title:_______________________________
STANDARD FINANCIAL, INC.
By:__________________________________
Title:_______________________________
ROBERT R. HARRING, III
By: _________________________________
Title: ______________________________
EXHIBIT 10.7-I
AMENDMENT TO CHANGE IN CONTROL AGREEMENT BETWEEN
STANDARD FINANCIAL MORTGAGE CORPORATION
AND ROBERT R. HARRING, III
Standard Financial Mortgage Corporation ("SFMC"),
Standard Financial, Inc. ("Holding Company") and Robert
R. Harring, III ("Executive") executed a certain Change
in Control Agreement (the "Agreement"), effective July
28, 1995 and amended July 18, 1996, wherein they reserved
the right to modify or amend said Agreement in writing at
any time in whole or in part.
WHEREAS, Holding Company and SFMC are desirous of
amending the Agreement in certain respects and retaining
the services of Executive; and
WHEREAS, Executive is willing to accept such
amendments and to continue to serve in the employ of
Holding Company and SFMC.
NOW, THEREFORE, in consideration of Holding Company
and SFMC continuing to retain the services of Executive
and for Executive continuing to serve in the employ of
Holding Company and SFMC and for other good and valuable
consideration, the parties hereto agree to amend said
Agreement effective September 1, 1996, as follows:
1. A new Section 5 is hereby added to read as
follows:
"Section 5 - Confidentiality and
Covenant Not to Compete
5.1 Covenant Not to Compete. In consideration of
the employment of Executive and the potential payments to
be received under this Agreement, Executive covenants and
agrees that Executive shall not during the one-year
period immediately following the termination of his
employment:
(a) without the prior written consent of
Holding Company or SFMC, engage or become interested in
any capacity, directly or indirectly (whether as
proprietor, principal stockholder, director, partner,
employee, trustee, beneficiary, or in any other capacity)
in any business selling, providing or developing products
or services competitive with products or services sold or
maintained by Holding Company or SFMC within a 5-mile
radius of the Chicago Metropolitan Statistical Area; or
(b) recruit or solicit for employment any
current or future employee of SFMC or any of its
respective successors or any entities related to it.
5.2 Confidential Information. Executive
acknowledges that all Secret or Confidential Information
is the exclusive property of SFMC. Executive shall not
during the period of his employment by SFMC or at any
time thereafter, disclose to any person, firm or
corporation, or publish or use for any purpose, any
Secret or Confidential Information except as properly
required in the ordinary course of business of SFMC or as
directed and authorized by SFMC. Upon the termination of
his employment with SFMC for any reason whatsoever,
Executive shall return and deliver to SFMC within 7 days
any and all papers, books, records, documents, memoranda
and manuals, including all copies thereof, belonging to
SFMC or relating to its business, in Executive's
possession, whether prepared by Executive or others. If
at any time after the termination of Executive's
employment with SFMC, Executive determines that he has
any Secret or Confidential Information in his possession
or control, Executive shall immediately return all such
Secret or Confidential Information to SFMC including all
copies and portions thereof.
For purposes of this Section, "Secret or
Confidential Information" means secret or confidential
information of SFMC (including secret or confidential
information of SFMC's subsidiaries and affiliates),
including but not limited to lists of customers; identity
of customers; identity of prospective customers; contract
terms; bidding information and strategies; pricing
methods; computer software; computer software methods and
documentation; hardware; salary information with respect
to SFMC employees; financial product design information;
SFMC's business plan; methods of operation of SFMC or its
affiliates; the procedures, forms and techniques used in
servicing accounts; and all other documents or
information which are required to be maintained in
confidence for the continued success of SFMC and its
business, provided that secret or confidential
information shall not include information reasonable
available to the general public.
5.3 Disclosure and Survival of Covenants. If
Executive, in the future, seeks or is offered employment
by any other company, firm or person, he shall provide a
copy of this Agreement to the prospective employer prior
to accepting employment with that prospective employer.
The provisions of Sections 5.1 and 5.2 shall survive
termination of this Agreement or of Executive's
employment.
In all other respects, Holding Company, SFMC and
Executive hereby confirm the Agreement, as herein
amended, reserving to Holding Company, SFMC and Executive
the joint right further to amend or revoke, in whole or
in part, the Agreement and this amendment thereto.
IN WITNESS WHEREOF, Holding Company, SFMC and
Executive have signed this amendment this ______ day of
______________________, 1996.
STANDARD FINANCIAL MORTGAGE CORPORATION
By:_________________________________
Title:______________________________
STANDARD FINANCIAL, INC.
By:_________________________________
Title:______________________________
ROBERT R. HARRING, III
By:_________________________________
Title:______________________________
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this
Annual Report (Form 10-K) of Standard Financial, Inc. of
our report dated January 27, 1997, included in the 1996
Annual Report to Stockholders of Standard Financial, Inc.
ERNST & YOUNG LLP
Chicago, Illinois
March 26, 1997
