MB FINANCIAL, INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN DIRECTOR NON- QUALIFIED STOCK OPTION AGREEMENT NQSO NO. ________
MB
FINANCIAL,
INC.
AMENDED
AND RESTATED
OMNIBUS INCENTIVE PLAN
NQSO
NO.
________
This
option is granted as of _________ (the “Grant Date”) by MB
Financial, Inc. (the "Company") to
_____________________ (the "Optionee"), in accordance with
the following terms and conditions:
1. Option
Grant and Exercise Period. The Company hereby grants to the
Optionee an Option (the "Option") to purchase, pursuant to Section 4.3 of 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
therein and hereinafter set forth, an aggregate of __________ shares (the
"Option Shares") of the Common Stock, par value $.01 per share ("Common Stock"),
of the Company at the price (the "Exercise Price") of $________ per
share. 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 Optionee. Capitalized terms used but not otherwise
defined in this Agreement shall have the meanings ascribed to them in the
Plan.
Except
as
set forth in Section 5 below with respect to the death of the Optionee, this
Option shall be exercisable only during the period (the "Exercise Period")
commencing on _________ and ending at 5:00 p.m., Chicago, Illinois time, on
the
date five years after the date of grant of this Option, such later time and
date
being hereinafter referred to as the "Expiration Date." This Option is 100%
vested, provided that no Option Shares acquired upon exercise of this Option
may
be sold within six months following the Grant Date.
During
the Exercise Period, this Option shall be exercisable in whole at any time
or in
part from time to time subject to the provisions of this Agreement.
2. Method
of Exercise of This Option. This Option may be exercised during
the Exercise Period by providing written notice to the Chief Financial Officer
or Secretary of the Company specifying the number of Option Shares to be
purchased. The notice must be in the form prescribed by Section 6.6
of the Plan. The date of exercise is the date on which such notice is
received by the Company. Such notice must be accompanied by payment
in full of the aggregate Exercise Price for the Option Shares to be purchased
upon such exercise. Payment shall be made either (i) in cash or its
equivalent, (ii) by tendering previously acquired shares of Common Stock having
an aggregate Fair Market Value as of the time of exercise equal to the aggregate
Exercise Price, or (iii) a combination of (i) and (ii). In
addition, the Company may establish a cashless exercise program in accordance
with applicable laws and regulations. Promptly after such payment,
subject to Section 3 below, the Company shall issue and deliver to the Optionee
or other person exercising this Option (to whom this Option may have been
transferred pursuant to Section 4 of this Agreement) a certificate or
certificates representing the shares of Common Stock so purchased, registered
in
the name of the Optionee (or such other person), or, upon request, in the name
of the Optionee (or such other person) and in the name of another jointly with
right of survivorship.
3. Delivery
and Registration of Shares of Common Stock. The Company's
obligation to deliver shares of Common Stock hereunder shall, if the Committee
so requests, be conditioned upon the receipt of a representation as to the
investment intention of the Optionee 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 (the "Securities Act"), or any other Federal, state or local securities
law or regulation. In requesting any such representation, it may be
provided that such representation requirement shall become inoperative upon
a
registration of such shares or other action eliminating the necessity of such
representation under the Securities Act or other securities law or
regulation. The Company shall not be required to deliver any shares
upon exercise of this Option prior to (i) the admission of such shares to
listing on any stock exchange or system on which the shares of Common Stock
may
then be listed, 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.
4. Transferability
of This Option. This Option may not be assigned, encumbered, or
transferred except, (i) in the event of the death of the Optionee, by will
or
the laws of descent and distribution to the extent provided in Section 5 below,
(ii) pursuant to a Qualified Domestic Relations Order or (iii) by the Optionee,
by gift to any member of the Optionee's "immediate family" (as such term is
defined in the Plan as in effect on the date of the grant of this Option) or
to
a trust for the benefit of one or more of such immediate family
members. This Option is exercisable during the Optionee's lifetime
only by the Optionee unless this Option is transferred as permitted by this
Section 4.
In
the
event this Option is transferred as permitted by this Section 4, the person
to
whom this Option has been transferred (a "Transferee") may exercise this Option
to the extent this Option would have been exercisable by the Optionee if the
Option were not so transferred. The provisions of this Option shall
be binding upon, inure to the benefit of and be enforceable by the parties
hereto, the successors and assigns of the Company and any
Transferee.
5. Termination
of Service or Death of the Optionee. Except as hereinafter
provided in this Section 5 and notwithstanding any other provision of this
Option to the contrary, this Option shall not be exercisable unless the
Optionee, at the time he or any Transferee exercises this Option, is then
serving as a Director.
If
the
Optionee ceases service as a Director for any reason other than for Cause,
the
Optionee or any Transferee may, but only within the one year period following
such cessation of service and in no event after the Expiration Date, exercise
this Option to the extent the Optionee or Transferee was entitled to exercise
this Option on the date of his cessation of service as a Director. If
the Optionee is terminated for Cause, all rights under this Option shall expire
immediately upon the giving to the Optionee of notice of such
termination.
In
the
event of the death of the Optionee during the one year exercise period referred
to in the immediately preceding paragraph, the person to whom the Option has
been transferred pursuant to Section 4 of this Agreement (whether (i) by will
or
the laws of descent and distribution, if this Option was not transferred by
the
Optionee prior to the Optionee's death, (ii) pursuant to a QDRO, during the
Optionee's lifetime, or (iii) by gift, during the Optionee's lifetime) may,
but
only to the extent the Optionee or such Transferee was entitled to exercise
this
Option immediately prior to the Optionee's death, exercise this Option at any
time within one year following the death of the Optionee.
6. 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 covered
by this Option and Exercise Price of this Option as shall be determined to
be
appropriate and equitable by the Committee to prevent dilution or enlargement
of
rights; and provided that the number of shares subject to this Option shall
always be a whole number.
7. Reserved.
8. Shareholder
Rights Not Granted by This Option. The Optionee is not entitled
by virtue hereof to any rights of a shareholder of the Company or to notice
of
meetings of shareholders or to notice of any other proceedings of the
Company.
9. Withholding
Tax. The Company shall have the power and the right to deduct or withhold,
or require the Optionee to remit to the Company, an amount sufficient to satisfy
Federal, state and local taxes (including the Optionee’s FICA obligation)
required by law to be withheld with respect to any grant, exercise, or payment
made under or as a result of this Plan.
10. Notices. All
notices hereunder to the Company shall be delivered or mailed to it addressed
to
the Secretary of MB Financial, Inc., ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇. Any notices hereunder to the Optionee shall be delivered
personally or mailed to the Optionee's address noted below. Such
addresses for the service of notices may be changed at any time provided written
notice of the change is furnished in advance to the Company or to the Optionee,
as the case may be.
11. Plan
and Plan Interpretations as Controlling. This Option and the
terms and conditions herein set forth 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
Optionee, Transferee or his legal representatives with regard to any question
arising hereunder or under the Plan.
12. Optionee
Service. Nothing in this Option shall limit the right of the
Company or any of its Affiliates to terminate the Optionee's service as a
Director, officer or employee, or otherwise impose upon the Company or any
of
its Affiliates any obligation to employ or accept the services of the
Optionee.
13. Optionee
Acceptance. The Optionee shall signify his acceptance of the
terms and conditions of this Option by signing in the space provided below
and
returning a signed copy hereof to the Company at the address set forth in
Section 10 above.
IN
WITNESS WHEREOF, the parties hereto have caused this DIRECTOR NON-QUALIFIED
STOCK OPTION AGREEMENT to be executed as of the date first above
written.
MB
FINANCIAL,
INC.
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
President
and Chief Executive
Officer
Attested
By:
ACCEPTED:
▇▇▇▇▇
▇.
▇▇▇▇▇
Corporate
Secretary
(Street
Address)
(City,
State, and Zip
Code)