First Midwest Bancorp Inc Sample Contracts

Exhibit 10.5 February 17, 2000 First Midwest Bancorp, Inc. 300 Park Boulevard, Suite 405 Itasca, IL 60143 RE: Letter Agreement - February 16, 2000 Grant of Nonqualified Stock Options (the "Agreement") Dear ______ : I am pleased to advise you that on...
Nonqualified Stock Option Agreement • March 1st, 2000 • First Midwest Bancorp Inc • National commercial banks
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FIRST MIDWEST BANCORP, INC. (a Delaware corporation) 4,400,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Fixed Rate Non- Cumulative Perpetual Preferred Stock, Series C UNDERWRITING AGREEMENT
Underwriting Agreement • June 23rd, 2020 • First Midwest Bancorp Inc • National commercial banks • New York

First Midwest Bancorp, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc., J.P. Morgan Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), and collectively acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C of the Company (the “Preferred Stock”) set forth in Schedule A hereto (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severall

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WITNESSETH ----------
Stock Option Agreement • January 23rd, 1998 • First Midwest Bancorp Inc • National commercial banks • Delaware
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---------------------------------------- Paul A. Eckroth Carl C. Greer, individually and as President of Martin Marketing and as Voting Trustee under a Voting Trust Agreement, dated December 31, 1985, as amended on December 31, 1995 First Midwest...
Affiliate Agreement • January 23rd, 1998 • First Midwest Bancorp Inc • National commercial banks
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Exhibit 10.11 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of September 1, 1997 (the "Effective Date"), by and between First Midwest Bancorp, Inc., a Delaware Corporation hereinafter called the "Employer "), and the undersigned...
Employment Agreement • March 2nd, 1998 • First Midwest Bancorp Inc • National commercial banks • Illinois
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COVER Exhibit [(1)(4)] AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • November 21st, 1995 • First Midwest Bancorp Inc • State commercial banks • Delaware
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TO
Rights Agreement • June 30th, 1997 • First Midwest Bancorp Inc • National commercial banks
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FIRST MIDWEST BANCORP, INC. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • January 20th, 2010 • First Midwest Bancorp Inc • National commercial banks • New York

First Midwest Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 16,363,637 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 2,454,546 additional shares (the “Optional Securities”) of Common Stock, par value $0.01 per share, (“Common Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2018 • First Midwest Bancorp Inc • National commercial banks • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between FIRST MIDWEST BANCORP, INC. (“Company”) and the undersigned Michael W. Jamieson (“Executive”), effective as of August 29, 2016 (“Effective Date”).

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LOAN AGREEMENT between U.S. BANK NATIONAL ASSOCIATION and FIRST MIDWEST BANCORP, INC. Dated as of September 27, 2016
Loan Agreement • October 3rd, 2016 • First Midwest Bancorp Inc • National commercial banks • Illinois

This LOAN AGREEMENT (this “Agreement”) is dated as of September 27, 2016, and is made by and between FIRST MIDWEST BANCORP, INC., a Delaware corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

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DEPOSIT AGREEMENT among FIRST MIDWEST BANCORP, INC. as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly, AS DEPOSITARY and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated June 24, 2020...
Deposit Agreement • June 24th, 2020 • First Midwest Bancorp Inc • National commercial banks • New York

DEPOSIT AGREEMENT, dated June 24, 2020, among (i) FIRST MIDWEST BANCORP, INC., a Delaware corporation; (ii) COMPUTERSHARE, INC., a Delaware corporation, and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and (iii) the Record Holders from time to time of the Receipts described in this Deposit Agreement.

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FIRST MIDWEST BANCORP, INC.
Underwriting Agreement • September 23rd, 2016 • First Midwest Bancorp Inc • National commercial banks • New York

Pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2016 (the “Merger Agreement”), by and among the Company, Standard Bancshares, Inc., an Illinois corporation (“Standard”), and Benjamin Acquisition Corporation, an Illinois corporation and wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub will be merged with and into Standard (the “First Merger”), and immediately following the First Merger, Standard, as the surviving entity of the First Merger, will be merged with and into the Company (the “Second Merger”). The Merger Agreement contemplates that Standard Bank and Trust Company, an Illinois state chartered bank wholly owned by Standard, will merge with and into First Midwest Bank, an Illinois state chartered bank wholly owned by the Company (the “Bank”) following the consummation of the Mergers at a time to be determined by the Company (together with the First Merger and Second Merger, the “Mergers”).The offering of the Securities contemplated her

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EXHIBIT 10.1 INVESTMENT AGREEMENT -------------------- This INVESTMENT AGREEMENT, dated as of June 18, 1997, between FIRST MIDWEST BANCORP, INC., a Delaware corporation ("First Midwest"), and the undersigned stockholders of SPARBANK, INCORPORATED...
Investment Agreement • October 14th, 1997 • First Midwest Bancorp Inc • National commercial banks • Illinois
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FIRST MIDWEST BANCORP, INC., Company, AND U.S. BANK NATIONAL ASSOCIATION, Trustee
Subordinated Notes Indenture • September 29th, 2016 • First Midwest Bancorp Inc • National commercial banks • New York

SUBORDINATED NOTES INDENTURE, dated as of September 29, 2016, between First Midwest Bancorp, Inc., a Delaware corporation having an address at One Pierce Place, Suite 1500, Itasca, Illinois 60143 (hereinafter called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Indenture) and U.S. Bank National Association, a national banking association having an address at 190 S. LaSalle Street 10th Fl., Chicago, Illinois 60603 (hereinafter called the “Trustee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2019 • First Midwest Bancorp Inc • National commercial banks • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between FIRST MIDWEST BANCORP, INC. (“Company”) and MARK G. SANDER (“Executive”), effective as of January 18, 2019 (“Effective Date”).

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CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENT
Confidentiality and Restrictive Covenants Agreement • March 1st, 2019 • First Midwest Bancorp Inc • National commercial banks • Illinois

This Confidentiality and Restrictive Covenants Agreement (this “Agreement”), dated as of January 18, 2019, is made by and among First Midwest Bancorp, Inc. (“FMBI”), and its subsidiary First Midwest Bank (the “Bank”), and each of their successors and assigns (including FMBI’s and the Bank’s respective subsidiaries and affiliates, collectively, “Employer”), and Mark G. Sander (“Employee”).

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RE: Award Letter Agreement dated [DATE]; Restricted Stock Award; Grant of Restricted Stock (the “Award Agreement”)
Restricted Stock Award Agreement • May 9th, 2019 • First Midwest Bancorp Inc • National commercial banks

On behalf of First Midwest Bancorp, Inc. (the “Company”), I am pleased to advise you that on [DATE] (the “Grant Date”), and pursuant to the First Midwest Bancorp, Inc. 2018 Stock and Incentive Plan (the “Plan”), the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company approved a grant to you of a restricted stock award (the “Award”) as set forth in this Award Agreement. The Award is subject to the terms and conditions of the Plan, as currently in effect or as may be amended hereafter, which are incorporated herein by reference.

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RE: Award Letter Agreement dated [DATE]; Restricted Stock Unit Award; Grant of Restricted Stock Units (the “Award Agreement”)
Restricted Stock Unit Award Agreement • May 9th, 2019 • First Midwest Bancorp Inc • National commercial banks

On behalf of First Midwest Bancorp, Inc. (the “Company”), I am pleased to advise you that on [DATE] (the “Grant Date”), and pursuant to the First Midwest Bancorp, Inc. 2018 Stock and Incentive Plan (the “Plan”), the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company approved a grant to you of an award of restricted stock units (the “Award”) as set forth in this Award Agreement. The Award is subject to the terms and conditions of the Plan, as currently in effect or as may be amended hereafter, which are incorporated herein by reference. The Award provides you with the opportunity to earn shares of the Company’s common stock, $0.01 par value per share (“Common Stock”) upon vesting of the restricted stock units.

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FIRST MIDWEST BANCORP, INC. (A Delaware corporation) $100,000,000 Principal Amount of 5.85% Subordinated Notes due April 1, 2016 UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2006 • First Midwest Bancorp Inc • National commercial banks • New York

First Midwest Bancorp, Inc., a Delaware corporation (the "Company") confirms its agreement with Keefe, Bruyette & Woods, Inc. (the "Underwriter"), with respect to the sale by the Company and the purchase by the Underwriter of $100,000,000 aggregate principal amount of 5.85% Subordinated Notes due April 1, 2016 of the Company (the "Securities"). The Securities will be issued under a subordinated debt indenture, dated as of March 1, 2006 (the "Indenture"), among the Company and US Bank National Association, as Trustee.

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RE: Letter Agreement dated "Option_Date", Option Number "NUM" Grant of Nonqualified Stock Options (the "Agreement")
Nonqualified Stock Option Agreement • May 12th, 2008 • First Midwest Bancorp Inc • National commercial banks • Delaware

The Option is subject to the terms and conditions of the Plan, including any Amendments thereto, which are incorporated herein by reference, and to the following provisions:

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Merger Agreement • January 23rd, 1998 • First Midwest Bancorp Inc • National commercial banks • Illinois
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OMNIBUS ASSET SERVICING AGREEMENT between FIRST MIDWEST BANK as the Owner and BAYVIEW LOAN SERVICING, LLC as the Servicer Dated as of November 23, 2009
Omnibus Asset Servicing Agreement • March 1st, 2010 • First Midwest Bancorp Inc • National commercial banks • Florida

This OMNIBUS ASSET SERVICING AGREEMENT is made as of November 23, 2009 by and between First Midwest Bank (the “Owner”), and Bayview Loan Servicing, LLC (the “Servicer”).

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RE: Letter Agreement dated “Option_Date”, Option Number “NUM”
Grant of Nonqualified Stock Options • March 2nd, 2006 • First Midwest Bancorp Inc • National commercial banks
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FMBI Letterhead]
Employment Agreement • June 2nd, 2021 • First Midwest Bancorp Inc • National commercial banks

Reference is made to the Agreement and Plan of Merger, dated as of May 30, 2021, between First Midwest Bancorp, Inc. (the “Corporation”) and Old National Bancorp (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), your Employment Agreement, dated as of January 18, 2019, by and between you and the Corporation (your “Employment Agreement”) and your Confidentiality and Restrictive Covenants Agreement, dated as of January 18, 2019, by and between you, the Corporation and First Midwest Bank (your “CCR Agreement”). Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to them in the Merger Agreement, except as otherwise noted.

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FMBI Letterhead]
Merger Agreement • June 2nd, 2021 • First Midwest Bancorp Inc • National commercial banks

Reference is made to the Agreement and Plan of Merger, dated as of May 30, 2021, between First Midwest Bancorp, Inc. (the “Corporation”) and Old National Bancorp (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), your Amended and Restated Employment Agreement with the Corporation, dated January 18, 2019 (your “Employment Agreement”) and your Confidentiality and Restrictive Covenants Agreement with the Corporation and First Midwest Bank, dated January 18, 2018 (your “CCR Agreement”). Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to them in the Merger Agreement, except as otherwise noted.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 3rd, 2012 • First Midwest Bancorp Inc • National commercial banks • Delaware

THIS AGREEMENT is entered into, effective as of April 3, 2012, between FIRST MIDWEST BANCORP, INC., a Delaware corporation (the “Company”), and ____ (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2004 • First Midwest Bancorp Inc • National commercial banks • New York

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of November 18, 2003 by and among FIRST MIDWEST BANCORP, INC., a Delaware corporation (the "Company"), FIRST MIDWEST CAPITAL TRUST I, a statutory trust created under the laws of the state of Delaware (the "Trust"), and the initial purchasers listed in Annex A hereto (each, an "Initial Purchaser," and together, the "Initial Purchasers").

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AGREEMENT AND PLAN OF MERGER by and between Old National BANCORP and First Midwest BANCORP, INC. Dated as of May 30, 2021 Article I THE MERGER
Merger Agreement • June 2nd, 2021 • First Midwest Bancorp Inc • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of May 30, 2021 (this “Agreement”), by and between Old National Bancorp, an Indiana corporation (“Old National”), and First Midwest Bancorp, Inc., a Delaware corporation (“First Midwest”).

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AMENDMENT NO. 3 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • December 9th, 2008 • First Midwest Bancorp Inc • National commercial banks

THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is entered into as of December , 2008, between First Midwest Bancorp, Inc., a Delaware corporation (the “Company”), and First Midwest Bank, as rights agent (following the merger of First Midwest Trust Company into First Midwest Bank) (the “Rights Agent”). This Amendment modifies and amends the Amended and Restated Rights Agreement, dated as of November 15, 1995 and as amended on June 18, 1997 and on November 14, 2005, between the Company and the Rights Agent (the “Rights Agreement”).

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FIRST MIDWEST BANCORP, INC. CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENT
Confidentiality and Restrictive Covenants Agreement • March 1st, 2013 • First Midwest Bancorp Inc • National commercial banks • Illinois

This Confidentiality and Restrictive Covenants Agreement (this “Agreement”) is made by and among First Midwest Bancorp, Inc. (“FMBI), and its subsidiary First Midwest Bank (the “Bank”), and each of their successors and assigns (collectively, “Employer”), and the undersigned employee (“Employee”).

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Exhibit 99 -------------------------------------------------------------------- ------------ First Midwest Bancorp, Inc. Nonqualified Retirement Plan Plan Document As Amended and Restated Effective as of January 1, 1998 Nonqualified Retirement Plan...
Nonqualified Retirement Plan • September 9th, 1998 • First Midwest Bancorp Inc • National commercial banks
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Paul A. Eckroth Carl C. Greer, individually and as President of Martin Marketing and as Voting Trustee under a Voting Trust Agreement, dated December 31, 1985, as amended on December 31, 1995
Agreement of Affiliates • March 5th, 1998 • First Midwest Bancorp Inc • National commercial banks
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FIRST MIDWEST BANCORP, INC. COMPENSATION AWARD AGREEMENT
Compensation Award Agreement • August 9th, 2011 • First Midwest Bancorp Inc • National commercial banks • Illinois

This Compensation Award Agreement (the “Agreement”) is effective as of June [___], 2011 by and between First Midwest Bancorp, Inc., a Delaware corporation (“FMBI ”) and the executive of the Company or First Midwest Bank (the “Bank”) named on Exhibit A (“you” or the “Grantee ”). FMBI and the Bank shall be referred to herein as the “Company”.

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FIRST MIDWEST BANCORP, INC. Underwriting Agreement
Underwriting Agreement • November 22nd, 2011 • First Midwest Bancorp Inc • National commercial banks • New York

First Midwest Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of $115,000,000 principal amount of the 5.875% Notes of the Company, specified above (the “Securities”).

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Merger Agreement • January 23rd, 1998 • First Midwest Bancorp Inc • National commercial banks • Illinois
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