CFO Employment Agreement - Glen Miller

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

This Agreement (" Agreement" ) is made by and between Ben Franklin Bank of Illinois, a federal savings bank (the " Bank" ), with its principal office in Arlington Heights, Illinois, and Glen Miller (" Executive" ) and shall be effective as of [ ], provided, however, that under no circumstances shall this Agreement be effective prior to the completion of its mutual holding company reorganization.

WHEREAS, in order to induce Executive to remain in the employ of the Bank and to provide further incentive to achieve the financial and performance objectives of the Bank, the parties desire to enter into this Agreement upon the terms and conditions hereof; and

NOW, THEREFORE , in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows: 1. POSITION AND RESPONSIBILITIES.

The Executive agrees to serve as the Vice President and Chief Financial Officer of the Bank and as such, the Executive shall be responsible for overseeing the accounting, financial and regulatory reporting functions of the Bank, in each case under the direction of the Chief Executive Officer. Failure to reappoint Executive as Vice President and Chief Financial Officer of the Bank without the consent of Executive during the term of this Agreement (except for any termination for Just Cause or Retirement, as defined herein) shall constitute a breach of this Agreement.

2. TERM AND DUTIES. (a) The term of this Agreement and the period of Executive' s employment hereunder will begin as of the Effective Date and will continue for a period of thirty-six (36) full calendar months thereafter. On each anniversary date of the Effective Date (the " Anniversary Date" ), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) full calendar months provided, however, that the Board shall at least sixty (60) days before such Anniversary Date conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement. The Board shall give Executive notice of its decision whether or not to renew this Agreement at least thirty (30) days and not more than sixty (60) days prior to the Anniversary Date, and if written notice of non-renewal is provided to Executive within said time frame, the term of this Agreement shall not be extended and the remaining term shall be twenty-four (24) months from such Anniversary Date. (b) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties hereunder including activities and services related to the organization, operation and management of the Bank; provided, however, that with the approval of the Board, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, business, social, religious, charitable or similar organizations which will not present any conflict of interest with the Bank or materially affect the performance of Executive' s duties pursuant to this Agreement.

3. COMPENSATION, BENEFITS AND REIMBURSEMENT. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2. The Bank shall pay Executive as compensation a salary of not less than [$ ] per year (" Base Salary" ). Such Base Salary shall be payable biweekly, or with such other frequency as officers and employees are generally paid. During the period of this Agreement, Executive' s Base Salary shall be reviewed at least annually. Such review shall be conducted by a committee designated by the Board, and the Bank may increase, but not decrease (except a decrease that is generally applicable to all employees) Executive' s Base Salary (with any increase in Base Salary to become " Base Salary" for purposes of this Agreement). Base Salary shall not include any director' s fees that the Executive is entitled to receive as a director of the Bank or any affiliate of the Bank. Such director' s fees shall be separately paid to the Executive. (b) Executive will be entitled to participate in and receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident insurance plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank currently or in the future to its senior executives and key management employees. Executive will be entitled to participate in any incentive compensation and bonus plans offered by the Bank in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Bank shall reimburse Executive for his ordinary and necessary business expenses including, without limitation, fees for memberships in such clubs and organizations as Executive and the Board shall mutually agree are necessary and appropriate for business purposes, and travel and entertainment expenses, incurred in connection with the performance of his duties under this Agreement.

4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

(a) Upon the occurrence of an Event of Termination (as herein defined) during Executive' s term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an " Event of Termination" shall mean and include any of the following:

(i) the termination by the Bank of Executive' s full-time employment hereunder for any reason other than termination governed by Section 5 (Termination for Cause) or termination governed by Section 6 (Termination for Disability or death) or termination governed by Section 7 (Termination Upon Retirement); or


2 (ii) Executive' s resignation from the Bank' s employ for any of the following reasons: (A) the failure to appoint or reappoint Executive to the position set forth under Section 1; (B) a material change in Executive' s functions, duties, or responsibilities with the Bank, which change would cause Executive' s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above;

(C) a relocation of Executive' s principal place of employment by more than forty-five (45) miles from its location at the Effective Date of this Agreement;

(D) a material reduction in the benefits and perquisites to Executive from those being provided as of the later of the Effective Date or any subsequent Anniversary Date of this Agreement, other than an employee-wide reduction in pay or benefits;

(E) a liquidation or dissolution of the Bank; or

(F) a material breach of this Agreement by the Bank or the Holding Company.

Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written Notice of Termination, as defined in Section 9(a), given within ninety (90) days after the event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above.

(iii) (A) Executive' s involuntary termination by the Bank (or any successor thereto) on the effective date of, or at any time following, a Change in Control, or (B) Executive' s resignation from the employment with the Bank (or any successor thereto) following a Change in Control as a result of any event described in Section 4(a)(ii)(A), (B), (C), (D), or (F) above.


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For these purposes, a " Change in Control" shall mean a change in control of the Bank or, its holding company as of the date hereof (the " Holding Company" ) of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the " Exchange Act" ); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any " person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Holding Company or Bank representing 25% or more of the combined voting power of the Holding Company' s or Bank' s outstanding securities except for any securities purchased by the Bank' s employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Bank or the Holding Company on the date hereof (the " Incumbent Board" ) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors of the Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction in which the Bank or Holding Company is not the surviving institution occurs; provided, however, that, to the extent necessary to comply with Code Section 409A, " Change in Control" shall instead have the meaning set forth in Code Section 409A and the regulations and other guidance published thereunder; and provided further that a Change in Control shall not be deemed to have occurred solely as a result of the conversion of the Holding Company' s mutual holding company parent to stock form or a reorganization used to effect such a conversion. (b) Upon the occurrence of an Event of Termination under Sections 4(a) (i) or (ii), on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as of the date of his termination of employment with the Bank; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank' s officers and employees; (iii) the remaining payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for the remainder of the term of this Agreement (but in any event, such term shall not exceed thirty-six (36) months), and had earned the maximum bonus or incentive award in each calendar year that ends during such term; and (iv) the annual contributions or payments that would have been made on Executive' s behalf to any employee benefit plans of the Bank as if Executive had continued his employment with the Bank for the remainder of the term of this Agreement (but in any event, such term shall not exceed thirty-six (36) months), based on contributions or payments made (on an annualized basis) at the Date of Termination. Any


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payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, or in the event that Section 409A of the Internal Revenue Code of 1986, as amended (" Code" ) applies, no later than the first day of the seventh month following the Date of Termination. Such payments shall not be reduced in the event Executive ob ...