exhibit10_17.htm


     

    EXHIBIT
      10.17

    


                        MB
      FINANCIAL,
      INC.

    


                                    AMENDED
      AND RESTATED
      OMNIBUS INCENTIVE PLAN

    


                                    DIRECTOR
      NON-QUALIFIED STOCK OPTION
      AGREEMENT

    


    


    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., 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.

    


    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.

    


    


    Mitchell
      Feiger

    President
      and Chief Executive
      Officer

    


    Attested
      By:

    ACCEPTED:

     

     

    
      
        

      

    

    Doria
      L.
      Koros                                                                                

    Corporate
      Secretary

     

    
      
        

      

    

    (Street
      Address)

     

     

    
      
        

      

    

    (City,
      State, and Zip
      Code)