exhibit10_19.htm


     

    EXHIBIT
      10.19

    


    MB
      FINANCIAL, INC.

    


    AMENDED
      AND RESTATED OMNIBUS INCENTIVE PLAN

    


    RESTRICTED
      STOCK AGREEMENT

     

    DIRECTOR
      GRANT PURSUANT TO SECTION
      4.3

    


    


    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 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 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 Sections 3 or 8 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
      a director or an employee of the Company or any Subsidiary and subject to
      Sections 3 and 8 of this Agreement, the Shares will vest in full on
      __________.

     

    3.           Termination
      of Service.  If the Grantee’s employment or service is terminated
      for any reason (other than death or Disability ) prior to the vesting of the
      Shares, then the Shares shall upon such termination 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 or service for a reason other than
      death, Disability or Cause, provide for the lapsing of such restrictions upon
      such terms and provisions as it deems proper.  If the Grantee’s
      employment or service is terminated by reason of death or Disability, the
      Shares, if not theretofore vested, shall vest in full on the date of
      termination.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

           
      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.  In the event of a Change in Control, the
      Shares, if not theretofore vested or forfeited, shall vest in full as of the
      date of such Change in Control.

    


    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
      Service.  Nothing in this Agreement shall limit the right of the
      Company or any Subsidiary to terminate the Grantee's service as a director,
      officer or employee, 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.	 
	 	 	 	 
	 	 	Jill
              E. York 	 
	 	 	Vice
              President and Chief
              Financial Officer 	 
	 	 	 	 




     

    


                                                                   
      ACCEPTED:

     

                                                         
      _______________________________

                                     Name
      of Grantee:

     

                                                                             
      _______________________________

                            
      (Street Address)

     

                                                                 _______________________________

                         
(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.

    
      


      
        	
                 

              	 	
                 

              	 	
                 

              
	 	 	 	 	 
	
                 

              	 	
                 

              	 Name
                of Grantee:	
                 

              
	
                 

              	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	
                 

              	 	
                 

              
	
                 

              	 	 	 	 
	 	 	 	 	 
	
                In
                  the presence
                  of: