Exhibit 99.3
FIDELITY BANCORP, INC.
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1993 Incentive Stock Option Plan
1993 Stock Option Plan for Outside Directors
CONVERSION AGREEMENT
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THIS CONVERSION AGREEMENT, made and entered into as of _____, 2003, by
and between Fidelity Bancorp, Inc., a Delaware corporation (the "Company"), and
the undersigned optionee ("Optionee") under the Fidelity Bancorp Inc, 1993
Incentive Stock Option Plan, as amended or the 1993 Stock Option Plan for
Outside Directors, as amended (each a "Plan"), amends each Option Agreement
evidencing a stock option and, if applicable, related limited right
(collectively, an "Option") heretofore granted to the Optionee under the Plan
and listed on the Optionee Summary attached hereto as Exhibit A, as follows:
1. CONVERSION OF OPTION. Upon the Effective Time (as defined
in the Merger Agreement described below) of that certain merger of the
Company with and into MAF Bancorp, Inc. ("Purchaser") pursuant to that
certain Agreement and Plan of Reorganization dated as of December 16,
2002, by and between Purchaser and the Company (the "Merger
Agreement"), each outstanding Option listed on the Optionee Summary
attached hereto as Exhibit A shall be amended such that the common
stock to which such Option relates shall be common stock, par value
$0.01 per share, of Purchaser ("Purchaser Common Stock"). Immediately
prior to the Effective Time, the limited right related to such Option
and any surrender option set forth in the Option Agreement shall be
cancelled and be of no further force and effect.
2. PURCHASER OPTION. The number of shares of Purchaser Common
Stock to which each such amended Option shall relate shall be equal to
the product (rounded down to the nearest whole share) of: (a) the
number of shares of Company Common Stock (as defined in the Merger
Agreement) covered by the Option listed in the Optionee Summary
attached as Exhibit A hereto (to the extent not theretofore exercised
or terminated prior to the Effective Time), multiplied by (b) the
fraction of a share of Purchaser Common Stock represented by the
Exchange Ratio (as defined in the Merger Agreement). The exercise price
per share (rounded up to the nearest whole cent) of Purchaser Common
Stock under each such Option shall be equal to the quotient obtained by
dividing (x) the exercise price per share of Company Common Stock
covered by the Option by (y) the Exchange Ratio.
3. EXERCISABILITY. The Purchaser Option shall be exercisable
in full at any time during the period beginning on the Effective Time
and ending on the first to occur of (a) if Optionee is an employee, the
date which is three months after the date Optionee ceases to be an
employee if such termination of employment is not due to death,
disability, cause, Normal Retirement or the Merger, (b) the first
anniversary of the date Optionee ceases to be an employee if such
termination is due to death, disability, Normal Retirement or the
Merger, or in the case of an outside director, the first anniversary of
the date the director ceases to be a director of Purchaser or any of
its subsidiaries for any reason other than removal for cause, (c) the
date the Optionee ceases to be an employee, or in the case of an
outside director, is removed as a director, of Purchaser or any of its
subsidiaries, if the termination or removal is for cause, or (d) the
expiration date set forth in the Optionee Summary attached hereto as
Exhibit A. Optionee acknowledges to the extent the Option is an
incentive stock option under Code Section 422 (an "ISO"), if
Optionee exercises the Option more than three months after Optionee
ceases to be an employee, then the Option will not qualify for ISO
treatment. Optionee further acknowledges that service as an advisory
director of Purchaser or any of its subsidiaries does not constitute
service as an outside director of Purchaser or any of its subsidiaries
for purposes of the Option.
4. NOTIFICATION OF DISPOSITION; TAXES. Optionee shall promptly
notify Purchaser in the event that Optionee disposes of any share of
Purchaser Common Stock purchased upon exercise of the Purchaser Option
prior to the second anniversary of the date of grant, or, if later,
prior to the first anniversary of the date of such exercise if, at the
time the Purchaser Option was exercised, the Option was eligible for
treatment as an ISO. In the event that any withholding taxes apply at
the time of exercise, Optionee shall promptly pay, or cause to be paid,
to Purchaser cash equal to such taxes or Optionee may direct that there
be withheld from the shares issuable upon exercise shares of Purchaser
Common Stock with a Fair Market Value equal to the minimum required
withholding taxes.
5. EFFECT OF CONVERSION AGREEMENT. Except as expressly
provided for herein, this Conversion Agreement shall effect no
amendment, change or modification whatsoever of or to an Option
Agreement or to the Plan. Unless defined herein, capitalized terms used
in this Conversion Agreement shall have the same meaning ascribed to
them under the Plan.
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IN WITNESS WHEREOF, the Company has caused this Conversion Agreement to
be executed by its duly authorized officers and the Optionee has hereunto set
his hand and seal, all as of the date and year first above written.
FIDELITY BANCORP, INC.
By:
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Its:
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ATTEST:
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OPTIONEE:
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Social Security Number
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Exhibit A to Conversion Agreement
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OPTIONEE SUMMARY
Schedule of Stock Options
Covered by the Conversion Agreement
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Optionee:
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To be Completed Following
the Merger
Purchaser Exercise
Company Exercise Common Price Per
Option Grant Expiration Common Stock Price Per Stock Purchaser
Date Date Shares (#) Share ($) Shares (#) Share ($)
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