exhibit10_16.htm


     

    EXHIBIT
      10.16

    


                      MB
      FINANCIAL,
      INC.

     

                                AMENDED
      AND RESTATED
      OMNIBUS INCENTIVE PLAN

     

                                     INCENTIVE
      STOCK OPTION
      AGREEMENT

    


    


    ISO
      NO.
      ________

    


    This
      option, intended to qualify as an Incentive Stock Option under Section 422
      of
      the Internal Revenue Code of 1986, as amended, is granted as of
      _____________________ 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 (this "Option") to purchase, 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 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 of $_______ per share (the "Exercise Price").  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,
      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 ___________________, such later time and date being hereinafter referred
      to
      as the "Expiration 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.  In the event this Option or any portion thereof fails to
      qualify as an Incentive Stock Option for any reason whatsoever, this Option
      or
      such portion thereof shall automatically be deemed a Non-Qualified Stock
      Option.  For example, to the extent that this Option or any portion
      thereof becomes or remains exercisable after the expiration of three months
      following the Optionee’s termination of employment (other than by reason of
      death  or Disability with respect to that portion of this Option that
      is exercisable at time of death or Disability), this Option shall no longer
      qualify as an Incentive Stock Option but shall deem to be a Non-Qualified Stock
      Option for tax purposes.

    


    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 (i) in cash or its
      equivalent, (ii) by tendering previously acquired shares of Common Stock having
      an aggregate fair market value at the time of exercise equal to the aggregate
      Option Price, or (iii) by 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 (pursuant to Section 6.8(a) of the Plan in the
      event of the death of the Optionee) 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 pursuant to Section 6.8(a) of the Plan in the event of the
      death
      of the Optionee, 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.  Non-transferability
      of This Option.  This Option may not be assigned, encumbered, or
      transferred except, 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.  This Option is exercisable during the Optionee's lifetime only
      by the Optionee.  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 person to whom this Option is transferred
      by
      will or by the laws of descent and distribution.

    


    5.  Termination
      of Employment.  This Option expires upon a termination of
      Optionee’s employment for Cause.  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.

    


    Except
      as
      otherwise provided below, if the Optionee’s employment is involuntarily
      terminated without Cause, or voluntarily terminated for Good Reason (as defined
      in any change in control, severance or employment agreement between the Optionee
      and the Company or any Subsidiary of the Company which is in effect immediately
      prior to such employment termination, or any voluntary termination of employment
      which under the terms of any such employment agreement constitutes an
“Involuntary Termination” of the Optionee’s employment, as defined therein),
      this Option shall continue to vest; provided in such case all rights under
      this
      Option (except as provided below in the case of death following such a
      termination of employment) shall expire on the later of one year after (a)
      the
      vesting date or (b) the date of employment termination, but in no event later
      than the Expiration Date.

    


    If
      the
      Optionee voluntarily terminates employment for any reason other than death,
      Good
      Reason, a Pre-Age 65 Service Retirement (as defined below), a Retirement (as
      defined below) or a Post-Age 65 Service Retirement (as defined below), then
      the
      Optionee shall have ninety (90) days after such termination of employment to
      exercise this Option to the extent it is otherwise exercisable on the date
      of
      employment termination; provided this Option shall only be exercisable during
      the Exercise Period.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      the
      Optionee’s employment is voluntarily or involuntarily terminated other than for
      Cause or death prior to age 65 and the Optionee’s age plus years of service is
      equal to or greater than ninety (90) (“Pre-Age 65 Service Retirement”), this
      Option shall continue to vest and shall remain exercisable (except as provided
      below in the case of death following such a termination of employment) for
      one
      year after the later of (a) the vesting date or (b) the date of the Pre-Age
      65
      Service Retirement, but in no event later than the Expiration Date.

    


    If
      the
      Optionee’s employment is voluntarily or involuntarily terminated other than for
      Cause or death on or after age 65 and the Optionee’s age plus years of service
      is less than ninety (90) (a “Retirement”), then this Option to the extent not
      otherwise exercisable shall become immediately exercisable and shall remain
      exercisable (except as provided below in the case of death following such a
      termination of employment) for a period of one year after Retirement, but in
      no
      event later than the Expiration Date.

    


    If
      the
      Optionee’s employment is voluntarily or involuntarily terminated other than for
      Cause or death on or after age 65 and the Optionee’s age plus years of service
      is equal to or greater than ninety (90) (“Post-Age 65 Service Retirement”), then
      this Option to the extent not otherwise exercisable shall become exercisable
      and
      shall remain exercisable (except as provided below in the case of death
      following such a termination of employment) until the later of (a) one year
      after the date of the Post-Age 65 Service Retirement or (b) one year after
      the
      date this Option would have become exercisable (the vesting date) had its
      exercise not been accelerated, but in no event later than the Expiration
      Date.

    


    In
      the
      event of the death of the Optionee while employed by the Company or following
      any of an involuntary termination of employment without Cause, a voluntary
      termination of employment for Good Reason, a Pre-Age 65 Service Retirement,
      a
      Retirement or a Post-Age 65 Service Retirement but prior to the date this Option
      would otherwise cease to be exercisable, then in any such event the person
      to
      whom the Option has been transferred by will or by the laws of descent and
      distribution may exercise this Option at any time within one year following
      the
      death of the Optionee, but in no event after the Expiration Date.

    


    Nothing
      herein is intended to diminish the rights of the Optionee under the Plan if
      the
      Optionee’s employment is terminated due to Disability.

    


    Notwithstanding
      the foregoing, to the extent the terms of any employment, severance or other
      agreement to which the Optionee is a party with the Company or any Subsidiary
      that is then in effect provide vesting or exercise rights in addition to those
      contained in this Section 5, such additional rights shall be deemed to be part
      of this Agreement and are incorporated herein by reference.

    


    6.  Notice
      of Sale.  The Optionee or any person to whom this Option or the
      Option Shares shall have been transferred by will or by the laws of descent
      and
      distribution promptly shall give notice to the Company in the event of the
      sale
      or other disposition of Option Shares within the later of (i) two years from
      the
      date of grant of this Option or (ii) one year from the date of exercise of
      this
      Option.  Such notice shall specify the number of Option Shares sold or
      otherwise disposed of and be directed to the address set forth in Section 10
      below.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 covered
      by this Option and the 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.

    


    8.  Effect
      of Change in Control.  A Change in Control of the Company or any
      of its Affiliates shall not accelerate the vesting of this Option or in any
      other manner affect this Option; provided, however, that in the case of a Change
      in Control or any other transaction where the Company is not the continuing
      entity (a “Transaction”), unless this Option (whether vested or unvested) is, in
      accordance with the agreement to which the Company is a party providing for
      the
      Transaction (the “Transaction Agreement”), assumed by the continuing entity or
      such entity’s ultimate parent entity or cancelled in exchange for consideration
      payable to the Optionee as specified in the Transaction Agreement, the Optionee
      shall upon consummation of such Transaction be entitled to receive a cash
      payment from the continuing entity or such entity’s ultimate parent entity equal
      to the excess, if any, of the Fair Market Value of a Share on the day prior
      to
      the effective date of the Transaction over the Exercise Price, multiplied by
      the
      number of remaining unexercised Option Shares (whether vested or unvested);
      provided, further, that no such payment shall be owed to the Optionee if the
      Fair Market Value of a Share on the day prior to the effective date of the
      Transaction does not exceed the Exercise Price.

    


    9.  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.

    


    10.  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 and medicare
      obligations) required by law to be withheld with respect to any grant, exercise,
      or payment with respect to any of the Option Shares.

    


    11.  Notices.  All
      notices hereunder to the Company shall be delivered or mailed to it addressed
      to
      the Secretary of MB Financial, Inc., 6111 N. River Road, Rosemont, Illinois
      60018.  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.

    


    12.  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 or his legal representatives with regard to any question arising
      hereunder or under the Plan.

    


    13.  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 an
      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.

    


    14.  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 INCENTIVE STOCK OPTION
      AGREEMENT to be executed as of the date first above written.

    


    


    MB
      FINANCIAL,
      INC.

                                                      

                                            
Jill
      E.
      York

                                            
Vice
      President
      and

                                             Chief
      Financial Officer

     

    
 

    Attested
      By:                                
 ACCEPTED:

                                                        

      
        

      

       

       

      
        

      

      Doria
        L.
        Koros                                (Street
        Address)                                                                                

    

    Corporate
      Secretary

     

    
      
        

      

    

                                        
(City,
      State, and Zip Code)