exhibit10_5.htm


    EXHIBIT 10.5

     

    CPP
Senior Executive Officer Agreement

    Under the
TARP Capital Purchase Program

    


    


    December
4, 2008

     

    [Name of
Executive Officer]

     

    MB
Financial, Inc.

     

    MF
Financial Center

     

    6111
North River Road

     

    Rosemont,
IL 60018

     

    Dear
[               ]:

     

    MB
Financial, Inc. (“Company”) proposes to enter into a letter agreement with the
United States Department of Treasury (“UST”) as part of the Company’s
participation in the UST’s TARP Capital Purchase Program (“CPP”). The letter
agreement incorporates therein a Securities Purchase Agreement – Standard Form
(“UST Purchase Agreement”) providing for the purchase (the “Purchase”) and
receipt by the UST of preferred stock and warrants of the Company (such
preferred shares, warrants, and if applicable, any common stock issued upon
exercise of the warrants, the “Purchased Securities”).

     

    In order
for the Company to participate in the CPP and as a condition to the closing of
the Purchase in the Company contemplated by the UST Purchase Agreement, the
Company is required to take certain actions and adopt certain standards relating
to the compensation of its senior executive officers (as defined below) and to
make certain changes to certain compensation arrangements applicable to its
senior executive officers.

     

    The
Company has determined that you are or may become a senior executive officer for
purposes of the CPP.  To comply with these requirements, and in
consideration of the benefits that you will receive as an employee, officer
and/or stockholder of the Company as a result of the Company’s participation in
the CPP, you agree as follows:

     

    
      	
               
      

            	
              (A)

            	
              No Golden Parachute
      Payments.  The Company is prohibited from making any
      golden parachute payment (as defined below) to you during any “CPP Covered
      Period.” The “CPP Covered Period” is any period during which the UST holds
      any Purchased Securities.  The Company shall work with you
      between the date hereof and December 31, 2008 in order to determine the
      potential payments and benefits which may be subject to the foregoing
      limitations and, if necessary, to determine the order in which such
      payments and benefits would be reduced, if
  necessary.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Clawback of Bonus and
      Incentive Compensation.  Any bonus or incentive
      compensation payments to you during a CPP Covered Period are subject to
      recovery or “clawback” by the Company if such payments were based on
      materially inaccurate financial statements or any other materially
      inaccurate performance metric, all within the meaning of and to the extent
      required by Section 111(b) of the EESA and CPP Guidance (as defined
      below).

            


    

     

    
      	
               
      

            	
              (C)

            	
              Amendment of
      Compensation Arrangements.  Each of the Company’s
      compensation, bonus, incentive and other benefit plans, programs,
      arrangements and agreements pursuant to which you are or may became
      entitled to payments in the nature of compensation from the Company or any
      of its subsidiaries (including, without limitation any employment
      agreement, letter agreement, term sheet, stock option, restricted stock,
      performance share or other equity-based compensation agreement, deferred
      compensation plan, or severance plan) (collectively, “Compensation
      Arrangements”) is amended if and to the extent necessary to give effect to
      the provisions of clauses (A) and (B) above and as required under the UST
      Purchase Agreement.

            


    

     

    
      	
               
      

            	
              (D)

            	
              Avoidance of
      Incentives Encouraging Unnecessary and Excessive
      Risks.  The CPP requires the Organization and
      Compensation Committee of the Company’s Board of Directors (the
      “Compensation Committee”) to periodically review with the appropriate
      senior risk officers the provisions of the Company’s bonus and incentive
      compensation arrangements for the purposes of determining if such
      arrangements encourage the Company’s senior executive officers to take
      unnecessary and excessive risks that threaten the value of the Company
      within the meaning of the CPP Guidance. If and to the extent the
      Compensation Committee determines that any revision to any Compensation
      Arrangement is appropriate, you hereby agree to such revisions and to
      execute such additional documents as the Company deems necessary or
      appropriate to effect such
revisions.

            


    

     

    
      	
               
      

            	
              (E)

            	
              Definitions and
      Interpretations.  The following definitions and
      interpretations shall apply to this
letter:

            


    

     

    “ESSA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulations thereunder issued by the UST at 31 CFR Part 30,
effective on October 20, 2008, and in effect as of the “Closing Date” as defined
in the UST Purchase Agreement.  Such guidance or regulations are
referred to herein as the “CPP Guidance”.

     

    “Senior
executive officer” means each of the Company’s “senior executive officers” as
defined in subsection 111(b)(3) of EESA and the CPP Guidance.

     

    “Golden
parachute payment” has the same meaning as in subsection 111(b)(2)(C) of EESA
and the CPP Guidance.

     

    “Company”
or “employer” means MB Financial, Inc. and includes any entities treated as a
single employer with MB Financial, Inc. under the CPP Guidance. You are also
delivering a wavier (the “Waiver”) pursuant to the UST Purchase Agreement, and
as between the Company and you, the term “employer” in that waiver will be
deemed to mean the Company as used in this letter.

     

    The term
“CPP Covered Period” shall be limited by, and interpreted in a manner consistent
with the CPP Guidance.

     

    The
application of provisions (A) an (B) of this letter are intended to, and shall
be interpreted, administered and construed to, comply with Section 111 of EESA
and the CPP Guidance and, to the maximum extent consistent with provisions (A)
and (B) and such statute and regulations, to permit the operation of the
Compensation Arrangements in accordance with their terms before giving effect to
the provisions of this letter.

     

    If this
letter sets forth our agreement on the subject matter hereof, kindly sign and
return to the Company the enclosed copy of this letter which will then
constitute our agreement on this subject and please sign and return the Waiver
as well.

     

    
      	 
      	
              Sincerely,

              MB
      Financial, Inc.

               

              By:                                                                

              Name:
      Jill York

              Title:
      Vice President and Chief Financial Officer

            
	
               

              Intending
      to be legally bound, I agree to with and accept the foregoing
      terms:

               

              Name:

              Title:

              Date: