FIRST MIDWEST BANCORP, INC. COMPENSATION AWARD AGREEMENT
FIRST
MIDWEST BANCORP, INC.
This
Compensation Award Agreement (the “Agreement”) is effective as of January 1,
2010 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 (the “Grantee ”). FMBI and the Bank shall be referred to
herein as the “Company”.
1. Award:
The Company has approved an adjustment (increase) in your salary for fiscal year
2010 in an amount set forth as the “Annual Salary Adjustment Amount” to be paid
in bi-weekly installments. This Agreement evidences the grant to you of awards
(“Awards”) of the portion of such salary increaseto be paid in shares of FMBI
common stock (“Shares”) pursuant to your election, as provided by and pursuant
to the terms and conditions set forth in this Agreement. Unless otherwise
determined from time to time by either the FMBI Board of Directors (“Board”) or
the Compensation Committee of the Board (“Committee”) in their discretion, the
aggregate amount of your Annual Salary Adjustment Amount that shall be paid in
the form of Awards shall be determined in accordance with Section 2
below.
2. Pay
Period Grants: The portion of the Annual Salary Adjustment Amount payable
to you for each pay period ending on or after January 1, 2010 (each a “Pay
Period”) shall be the “Pay Period Amount” as defined on Exhibit
A net of applicable federal or state withholding obligations of the
Company and deductions, in accordance with established Company payroll
procedures (each a “Net Pay Period Amount”) on the Grant Date as defined by
Exhibit
A. Pursuant to your payment elections, which you have communicated to the
Company and which have been acknowledged and agreed to by the Company, each Net
Pay Period Amount shall be paid to the Grantee:
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a.
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25%
in cash; and
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b.
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75%
in an Award of Shares which shall be calculated by: (i) multiplying the
Net Pay Period Amount by .75 (the “Share Value Amount”); and (ii) dividing
the Share Value Amount by the closing price of the Shares as of the date
immediately preceding the Grant Date. If any fractional share
results for this calculation, the number of Shares shall be rounded down
to the nearest whole share with cash paid in lieu of the fractional
share.
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The cash
paid and Shares awarded pursuant to (a) and (b) above will be paid and issued on
the Grant Date or as soon thereafter as administratively practicable in
accordance with established payroll procedures.
3. Shares: Any
Shares issued pursuant to Section 2 will be 100% vested upon the Grant Dates. As
a condition to receiving any Awards under this Agreement, and notwithstanding
termination of employment other than due to death or permanent disability, you
hereby agree to hold and not transfer, for the entire period during which the
Company has any obligations outstanding under the Troubled Asset Relief Program
(the “Restriction Period”), 100% of the Shares received. If furtherance of your
agreement to not transfer the Shares, you agree that the Company may retain
custody of the Shares. Such transfer restrictions shall terminate upon
the
earlier
of the end of the Restriction Period or the date which is one month following
the date of your death or permanent disability. For avoidance of doubt,
upon termination of employment for any other reason, the Shares shall remain
subject to the transfer restrictions. Notwithstanding any other
provision of this Agreement, the Company may postpone the release of the Shares
until it receives satisfactory proof that the subsequent transfer
of such Shares will not violate any of the provisions of the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, any rules or regulations of the Securities and Exchange
Commission (the “SEC”) promulgated thereunder, or the
requirements of the securities exchange upon which shares of FMBI stock are then
trading or any applicable state law relating to authorization, issuance or sale
of securities, or until there has been compliance with the provisions of such
acts or rules. You understand that the Company has not registered the
Shares, and is under no obligation to register or qualify the Shares, with the
SEC, any state securities commission or any stock exchange to effect such
compliance. The issuance of Shares under this Agreement is subject to compliance
by the Company and you with all applicable legal requirements applicable
thereto, including tax withholding obligations, and with all applicable
regulations of any stock exchange on which the common stock may be listed at the
time of issuance. You agree that the Company may place a legend on
the Shares reflecting the foregoing.
4. Termination
of Employment: Your
rights in respect of future grants of Awards shall immediately terminate upon
your termination of employment, except that you shall be entitled to receive an
Award determined in accordance with Section 2 accrued through the date of
termination of employment but had not yet been paid. Unless extended
by the Committee or Board, your right to Awards under this Agreement will
terminate for service periods after December 31, 2010.
5. Nontransferable. Unless the
Committee provides otherwise, (i) no rights under this Agreement will be
assignable or transferable, and neither you nor your beneficiary will have any
power to anticipate, alienate, dispose of, pledge or encumber any rights under
this Agreement, and (ii) the rights and the benefits of this Agreement may
be exercised and received during your lifetime only by you or your legal
representative.
6. No
Obligation to Employ. Nothing
in this Agreement shall confer on you any right to continue in the employ of, or
to continue or establish any other relationship with, the Company, or limit in
any way the right of the Company to terminate your employment or other
relationship at any time, with or without cause.
7. Amendment;
Committee Discretion. The Committee may at any time amend the
terms and conditions set forth in this Agreement; provided
that, notwithstanding the foregoing, no such amendment shall materially
adversely affect your rights and obligations under this Agreement with respect
to amounts that you have already earned and accrued without your prior written
consent (or the consent of your estate, if such consent is obtained after your
death). Any amendment of this Agreement shall be in writing signed
by an authorized member of the Company. The Committee shall have full
discretion with respect to any actions to be taken or determinations to be made
in connection with this Agreement, and its determinations shall be final,
binding and conclusive.
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8. Notices. Any
notice required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Corporate Secretary of the
Company at its principal corporate offices. Any notice required to be
given or delivered to you shall be in writing and addressed to your address
indicated in your employment file.
9. Successors
and Assigns. The
Company may assign any of its rights under this Agreement. This Agreement shall
be binding upon and inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth herein,
this Agreement shall be binding upon you and your heirs, executors,
administrators, legal representatives, successors and assigns.
10. Governing
Law. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Illinois without regard to that body of law pertaining to
choice of law or conflict of laws.
11. Regulatory
Matters/Compliance with Laws. Compensation
under this Agreement is subject to applicable regulations issued by the U.S.
Department of the Treasury and applicable requirements of agreements between the
Company and the U.S. government, as the same are in effect from time to
time. You may receive compensation under this Agreement only to the
extent that it is consistent with those regulations and requirements. In
the event that the grant, payment, settlement, or accrual of amounts under this
Award or any term of this Award is restricted or prohibited or otherwise
conflicts with any applicable statute (including, without limitation, the
Emergency Economic Stabilization Act of 2008, as amended by the American
Recovery and Reinvestment Act of 2009) or any applicable regulation or other
guidance thereunder, or any agreement or arrangement with or restriction imposed
by, the United States Department of the Treasury, any bank regulatory agency or
any other governmental agency (a “Governmental Restriction”), in each case, as
determined by Committee in its sole discretion, then the Committee may
unilaterally modify the terms of this Agreement or any Award in such manner as
the Committee determines in its sole discretion to be necessary to avoid such
restriction or prohibition or eliminate such conflict, all without the further
consent of you, such consent being given through your acceptance of any
Award. In addition, any Shares acquired by you pursuant to this
Agreement or any Award, or any proceeds from the disposition of any such Shares,
shall be subject to forfeiture and return to the Company to the extent required
by a Governmental Restriction.
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of Page Intentionally Blank}
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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date
noted above.
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FIRST
MIDWEST BANCORP, INC.
By:
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Name:
Xxxxxxx X. Xxxxxxx
Title:
President and Chief Executive Officer
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By:
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Name:
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SCHEDULE
A
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Grantee
Name:
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Aggregate
Annual Salary Adjustment Amount:
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Pay
Period Amount:
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Grant
Date:
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Each
applicable payroll date during the 2010 fiscal
year.
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