MB FINANCIAL, INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
MB
FINANCIAL, INC.
AMENDED
AND RESTATED OMNIBUS INCENTIVE PLAN
RS-M NO.
_______
Shares
of Restricted Stock are hereby
awarded on ____________ by MB Financial, Inc., a Maryland corporation (the
“Company”), to ______________ (the "Grantee"), in accordance with the following
terms and conditions.
1. Share
Award. The Company hereby awards to the Grantee ________ shares
(the "Shares") of the common stock, par value $.01 per share (“Common Stock”),
of the Company, pursuant to the MB Financial, Inc. Amended and Restated Omnibus
Incentive Plan (as the same may from time to time be amended, the "Plan"),
and
upon the terms and conditions and subject to the restrictions set forth in
the
Plan and hereinafter set forth. A copy of the Plan, as currently
in effect, is incorporated herein by reference and either is attached hereto
or
has been delivered previously to the Grantee. Capitalized terms used
but not defined in this Agreement shall have the meanings ascribed to them
in
the Plan.
2. Restrictions
on Transfer and Restricted Period. Except as otherwise provided
in Section 3 of this Agreement, during the period commencing on ____________
and
terminating on _______________ (the "Restricted Period"), the Shares may not
be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated
by
the Grantee, except in the event of the death of the Grantee, by will or the
laws of descent and distribution, or, during the lifetime of the Grantee,
pursuant to a Qualified Domestic Relations Order or by gift to any member of
the
Grantee’s immediate family or to a trust for the benefit of one or more of such
immediate family members. For purposes of this Section 2, the
Grantee’s “immediate family” shall mean the Grantee’s spouse, children and
grandchildren. The lapsing of the restrictions described above is
sometimes referred to in this Agreement as “vesting.”
Provided
the Grantee is then serving as
an employee of the Company or any Subsidiary and subject to Section 3 of this
Agreement, the Shares will vest per the following schedule:
100%
(one
hundred percent) of the Shares will vest on ___________.
3. Termination
of Service. If the Grantee’s employment is terminated for any
reason (other than death, Disability, involuntary termination without Cause,
a
Pre-Age 65 Service Retirement (as defined below), a Retirement (as defined
below), a Post-Age 65 Service Retirement (as defined below), or a termination
resulting in change in control severance benefits becoming payable to the
Grantee under any employment, severance or other agreement to which the Grantee
is a party with the Company or any Subsidiary) prior to the vesting of the
Shares, then the Shares shall upon such termination of employment be forfeited
and returned to the Company; provided, however, that the Committee, in its
sole
discretion, may, in the event of a termination of employment for a reason other
than death, Disability, involuntary termination without Cause, Pre-Age 65
Service Retirement, Retirement, Post-Age 65 Service
Retirement, termination resulting in change in control severance
benefits becoming payable to the Grantee under any employment, severance or
other agreement to which the Grantee is a party with the Company or any
Subsidiary, or Cause, provide for the lapsing of such restrictions upon such
terms and provisions as it deems proper. If the Grantee’s employment
is terminated by reason of death, Disability, involuntary termination without
Cause, Pre-Age 65 Service Retirement, Retirement, Post-Age 65 Service
Retirement, or a termination resulting in change in control severance benefits
becoming payable to the Grantee under any employment, severance or other
agreement to which the Grantee is a party with the Company or any Subsidiary,
the Shares, if not theretofore vested, shall vest in full on the date of
termination.
If
the Grantee’s employment is
voluntarily or involuntarily terminated other than for Cause or death prior
to
age 65 and the Grantee’s age plus years of service is equal to or greater than
ninety (90), then the termination is considered to be a “Pre-Age 65 Service
Retirement.”
If
the Grantee’s employment is
voluntarily or involuntarily terminated other than for Cause or death on or
after age 65 and the Grantee’s age plus years of service is less than ninety
(90), then the termination is considered to be a “Retirement.”
If
the Grantee’s employment is
voluntarily or involuntarily terminated other than for Cause or death on or
after age 65 and the Grantee’s age plus years of service is equal to or greater
than ninety (90), then the termination is considered to be a “Post-Age 65
Service Retirement.”
Notwithstanding
the foregoing, to the extent the terms of any employment, severance or other
agreement to which the Grantee is a party with the Company or any Subsidiary
that is then in effect provide vesting rights with respect to the Shares in
addition to those contained in this Section 3, such additional rights shall
be
deemed to be part of this Agreement and are incorporated herein by
reference.
4. Certificates
for the Shares. The Company shall issue a certificate in respect
of the Shares in the name of the Grantee, and shall hold such certificate on
deposit for the account of the Grantee with respect to the Shares represented
thereby until such time as the Shares vest. Such certificate shall
bear the following (or a similar) legend:
"The
sale or other transfer of the
shares of stock represented by this certificate, whether voluntary, involuntary,
or by operation of law, is subject to certain restrictions on transfer as set
forth in the MB Financial, Inc. Amended and Restated Omnibus Incentive Plan
and
in a Restricted Stock agreement dated _____________. A copy of the
Plan and such Restricted Stock agreement may be obtained from the Chief
Financial Officer of MB Financial, Inc.”
The
Grantee further agrees that
simultaneously with his/her execution of this Agreement, he/she shall execute
a
stock power endorsed in blank in favor of the Company with respect to the Shares
and he/she shall promptly deliver such stock power to the Company.
5. Grantee's
Rights. Except as otherwise provided herein, the Grantee, as
owner of the Shares, shall have all rights of a stockholder, including, but
not
limited to, the right to receive all dividends paid on the Shares and the right
to vote the Shares. If any such dividends or distributions are paid
in shares of Common Stock, such shares of Common Stock shall be subject to
the
same restrictions on transferability and forfeitability as the Shares with
respect to which they were paid.
6. Vesting. Upon
the vesting of the Shares, the Company shall deliver to the Grantee (or, in
the
event of a transfer of Shares permitted by Section 2 of this Agreement, the
person to whom the transferred Shares are so transferred) the certificate in
respect of such vested Shares and the related stock power held by the Company
pursuant to Section 4 above. The Shares which shall have vested shall
be free of the restrictions referred to in Section 2 above and the certificate
relating to such vested Shares shall not bear the legend provided for in Section
4 above.
7. Adjustments
for Changes in Capitalization of the Company. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, split up, share combination or other change in
the
corporate structure of the Company affecting the shares of the Company’s Common
Stock, such adjustment shall be made in the number and class of shares subject
to this Agreement as shall be determined to be appropriate and equitable by
the
Committee to prevent dilution or enlargement of rights, provided that the number
of shares covered by this Agreement shall always be a whole number.
8. Effect
of Change in Control. A Change in Control shall not, by itself,
result in acceleration of vesting of the Shares.
9. Delivery
and Registration of Shares of Common Stock. The Company's
obligation to deliver the Shares hereunder shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Grantee or any other person to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of the Securities Act of 1933, as
amended, or any other Federal, state or local securities
regulation. It may be provided that any representation requirement
shall become inoperative upon a registration of such shares or other action
eliminating the necessity of such representation under such Securities Act
or
other securities regulation. The Company shall not be required to
deliver any shares of Common Stock under the Plan prior to (i) the admission
of
such shares to listing on any stock exchange or automated quotation system
on
which the shares of Common Stock may then be listed or quoted, and (ii) the
completion of such registration or other qualification of such shares under
any
state or Federal law, rule or regulation, as the Committee shall determine
to be
necessary or advisable.
10. Plan
and Plan Interpretations as Controlling. The Shares awarded
hereby and the terms and conditions set forth herein are subject in all respects
to the terms and conditions of the Plan, which are controlling. All
determinations and interpretations of the Committee shall be binding and
conclusive upon the Grantee and all other interested parties with regard to
any
questions arising hereunder or under the Plan.
11. Grantee
Employment. Nothing in this Agreement shall limit the right of
the Company or any Subsidiary to terminate the Grantee's employment, or
otherwise impose upon the Company or any Subsidiary any obligation to
employ or accept the services of the Grantee.
12. Withholding
Tax. Upon the vesting of the Shares (or at any such earlier time, if any,
that an election is made by the Grantee under Section 83(b) of the Code, or
any
successor provision thereto), the Company may withhold from any payment or
distribution made under the Plan sufficient Shares to cover any applicable
withholding and employment taxes. The Company shall have the right to
deduct from all dividends paid with respect to Shares the amount of any taxes
which the Company is required to withhold with respect to such dividend
payments.
13. Grantee
Acceptance. The Grantee shall signify his/her acceptance of the
terms and conditions of this Agreement by signing in the space provided below
and signing the attached stock power and returning a signed copy hereof and
of
the attached stock power to the Company.
IN
WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as of the date first above
written.
| MB FINANCIAL, INC. | |||
| Xxxx X. York | |||
| Vice President and Chief Financial Officer | |||
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ACCEPTED:
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Name of Grantee: | |||
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(Street Name) | |||
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(City, State and Zip Code) |
STOCK
POWER
For
value received, I hereby sell,
assign, and transfer to MB Financial, Inc. (the "Company")
______ shares of the common stock of the Company, standing in
my name on the books and records of the Company, represented by Certificate
No.
, and do hereby irrevocably constitute and appoint the Secretary of
the Company attorney, with full power of substitution, to transfer this stock
on
the books and records of the Company.
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Name of Grantee: |
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Dated:
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In
the presence
of:
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