exhibit10_18b.htm


     

    Exhibit
10.18B

     

     

    


    MB
FINANCIAL, INC.

     

    AMENDED
AND RESTATED OMNIBUS INCENTIVE PLAN

     

    RESTRICTED STOCK
AGREEMENT

     

     

    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 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 this
Section 2 or in Section 3 of this Agreement, during the period commencing
on July 22, 2009 and terminating on July 22, 2014 (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
Grantee or one or more of such immediate family members, provided, that such
Shares shall remain subject to the provisions of the Agreement.  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.”

     

    Subject
to Section 3 of this Agreement and the TARP Addendum to Restricted Stock
Agreement attached hereto and incorporated herein (the “TARP Addendum”), the
Shares will vest per the following schedule:

     

    100% (one
hundred percent) of the Shares will vest on July 22, 2012 (the “Scheduled
Vesting Date”), provided that:

     

           (a)    Grantee is then
serving as an employee of the Company or any Subsidiary, and

     

    
             (b)   the
closing price of a share of Common Stock as reported by the NASDAQ Global Stock
Market (or such other principal trading market on which shares of Common Stock
are traded) on each trading day during any 10 consecutive trading day period
during the period commencing on the date hereof and ending on the day before the
Scheduled Vesting Date has equaled or exceeded $18.14 (the “Minimum Value
Requirement”).  In the event the Minimum Value Requirement is not
satisfied by the Scheduled Vesting Date, the Shares shall vest on any date
(“Extended Vesting Date”) after the Scheduled Vesting Date on which both the
Grantee is still serving as an employee of the Company or any Subsidiary and the
Minimum Value Requirement is met with respect to a 10 consecutive trading day
period ending on the day prior to the Extended Vesting Date, provided that any
Shares that have not become vested pursuant to this Section 2 or Section 3 below
on or before the fifth anniversary of the date of this award shall be forfeited
and returned to the Company.

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Termination of
Service.  If the Grantee’s employment is terminated for any
reason (other than death, Disability, involuntary termination without Cause, a
Pre-Age 65 Service Retirement (as defined below), a Retirement (as defined
below), a Post-Age 65 Service Retirement (as defined below), or a termination
upon or after a Change in Control resulting in severance benefits becoming
payable to the Grantee under any employment, severance or other agreement to
which the Grantee is a party with the Company or any Subsidiary) prior to the
vesting of the Shares, then the Shares shall upon such termination of employment
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 for a
reason other than death, Disability, involuntary termination without Cause,
Pre-Age 65 Service Retirement, Retirement, Post-Age 65 Service
Retirement,  termination resulting in change in control severance
benefits becoming payable to the Grantee under any employment, severance or
other agreement to which the Grantee is a party with the Company or any
Subsidiary, or Cause, provide for the lapsing of such restrictions upon such
terms and provisions as it deems proper.

     

    If the
Grantee’s employment is terminated by reason of death, Disability, involuntary
termination without Cause, Pre-Age 65 Service Retirement, Retirement, Post-Age
65 Service Retirement, or a termination upon or after a Change in Control
resulting in severance benefits becoming payable to the Grantee under any
employment, severance or other agreement to which the Grantee is a party with
the Company or any Subsidiary, the Shares, if not theretofore vested, shall vest
in full on the date of termination, provided that the Minimum Value Requirement
has been satisfied prior to the date of termination.  If the Minimum
Value Requirement has not been satisfied, then the Shares shall not be
immediately vested or forfeited, but instead shall remain outstanding and shall
vest upon achievement of the Minimum Value Requirement, provided the Minimum
Value Requirement is achieved prior to the fifth anniversary of the date of this
award.  If the Minimum Value Requirement is not so achieved, the
Shares shall be forfeited and returned to the Company upon such fifth
anniversary.

     

    If the
Grantee’s employment is voluntarily or involuntarily terminated other than for
Cause or death prior to age 65 and the Grantee’s age plus years of service is
equal to or greater than ninety (90), then the termination is considered to be a
“Pre-Age 65 Service Retirement.”

     

    If the
Grantee’s employment is voluntarily or involuntarily terminated other than for
Cause or death on or after age 65 and the Grantee’s age plus years of service is
less than ninety (90), then the termination is considered to be a
“Retirement.”

     

    If the
Grantee’s employment is voluntarily or involuntarily terminated other than for
Cause or death on or after age 65 and the Grantee’s age plus years of service is
equal to or greater than ninety (90), then the termination is considered to be a
“Post-Age 65 Service Retirement.”

     

    
      	
               
      

            	
              To
      the extent the terms of any employment, severance or other agreement to
      which the Grantee is a party with the Company or any Subsidiary that is
      then in effect provide vesting rights with respect to the Shares in
      addition to those contained in this Section 3, such additional rights
      shall be deemed to be part of this Agreement and are incorporated herein
      by reference.

            


    

     

    Notwithstanding
the foregoing, vesting pursuant to the provisions of this Section 3 shall be
subject to the TARP Addendum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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;
Dividends.  Except as otherwise provided herein, the Grantee,
as owner of the Shares, shall have the rights of a stockholder to vote the
Shares.  Cash dividends paid on the Shares shall accumulate, without
interest, and be paid in cash at the time the Shares vest under Section 2 or 3,
or shall be forfeited at the time the Shares are forfeited.  Cash
dividends paid during any period in which transferability of Shares which have
vested in accordance with Section 2 or 3 above is limited by the TARP Addendum
shall be paid to the Grantee on or within thirty days after the payment date for
such dividend.  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.  Unless
otherwise required to comply with the TARP Addendum:  (a) 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, and (b) 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 and to the closing price needed to achieve the Minimum Value
Requirement, 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 and the
average closing price shall be rounded to the nearest whole cent.

     

    
      	
               
      

            	
              8.           Effect of Change in
      Control.  A Change in Control shall not, by itself,
      result in acceleration of vesting of the Shares, 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 award
      (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
      Grantee as specified in the Transaction Agreement, the Grantee (or
      Grantee’s permitted transferee under Section 2 of this Agreement) shall
      upon consummation of such Transaction be entitled to receive a cash
      payment for each Share subject to this Agreement (whether vested or
      unvested) from the continuing entity or such entity’s ultimate parent
      entity equal to the Fair Market Value of a Share on the day prior to the
      effective date of the Transaction; provided, further, that any such
      payment shall comply with the TARP
Addendum.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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
Employment.  Nothing in this Agreement shall limit the right of
the Company or any Subsidiary to terminate the Grantee's employment, or
other­wise impose upon the Company or any Subsidiary any obligation to
employ or accept the services of the Grantee.

     

    12.           Withholding
Tax.  Except as otherwise provided in the TARP Addendum, 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 at the time such dividends are paid to Grantee pursuant
to Section 5 of this Agreement.

     

    13.           Grantee
Acceptance.  The Grantee shall signify his/her acceptance of
the terms and conditions of this Agreement, including the TARP Addendum, 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.

     

    14.           Electronic
Signature.  All
references to signatures and delivery of documents in this Agreement may be
satisfied by procedures the Company has established or may establish from time
to time for an electronic system for execution and delivery of any such
documents, including this Agreement.  Grantee’s electronic signature,
including, without limitation, “click-through” acceptance of this Agreement
through a website maintained by or on behalf of the Company, is the same as, and
shall have the same force and effect as, Grantee’s manual
signature.  Any such procedures and delivery may be effected by a
third party engaged by the Company to provide administrative services relating
to this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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
      Name)

            	 
      	 
      
	 
      	 
      	__________________________________________ 
      	 
      	 
      
	 
      	 
      	
               (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:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    MB
FINANCIAL, INC.

     

    TARP
ADDENDUM TO RESTRICTED STOCK AGREEMENT

     

    Additional Terms and
Conditions Applicable to July 22, 2009 Award

     

    
      	 	 	 
	
               

               1.
      Purpose; Compliance with TARP
      Requirements:

            	  

              
                The
      purpose of this TARP Addendum to Restricted Stock Agreement (“TARP
      Addendum”) is to incorporate into the terms of the Restricted Stock
      Agreement (“Agreement”), to which this Addendum is attached and hereby
      incorporated therein, provisions necessary to ensure compliance by the
      Company and Grantee with the applicable requirements of Section 111 of the
      Emergency Economic Stabilization Act of 2008 (“EESA”), as amended by the
      American Recovery and Reinvestment Act of 2009 (the “ARRA”), as such
      requirements are implemented by rules, regulations or other guidance
      issued by the U.S. Department of Treasury from time to time, including,
      but not limited to, the Interim Final Rule published June 15, 2009 (the
      “IFR”) (the provisions of EESA, as amended by ARRA, as implemented by the
      IFR, together with such amendments or modifications thereto and any other
      rules, regulations or guidance relating thereto as may be published from
      time to time are referred to herein, collectively, as the “TARP
      Requirements”).  To the extent not otherwise defined in the
      Agreement or this TARP Addendum, capitalized terms shall have the meaning
      ascribed to such term in the IFR.  References to “Q-xx” in this
      TARP Addendum are references to the corresponding question and answer
      section in the IFR as may be amended.

                
                  
                     

                    In
      the event all or any portion of the provisions of the Agreement is found
      to be in conflict with any applicable TARP Requirements, then in such
      event this award and the provisions of the Agreement shall be subject to
      and automatically modified by this TARP Addendum to reflect such TARP
      Requirements and this award and the Agreement shall be interpreted and
      administered accordingly.

                     

                    As
      a condition of receiving this award of Shares of Restricted Stock, Grantee
      acknowledges and agrees that (A) this award is and shall remain
      subject to any applicable TARP Requirements, (B) this award is
      subject to modification in order to comply with applicable TARP
      Requirements, and (C) Grantee agrees to immediately repay any amounts
      that may have been received by Grantee under this award that are later
      determined to be in conflict with any applicable TARP
      Requirements.

                     

                    In
      furtherance of and without limiting the foregoing, the Shares of
      Restricted Stock awarded under the Agreement shall be subject to the
      provisions set forth below in this TARP Addendum.

                     

                  

                

              

            	 
	
               

               2.
      Applicability:

            	  

              
                This
      TARP Addendum and the TARP Requirements are only applicable to this award
      if (A) Grantee is or becomes a Most Highly Compensated Employee of the
      Company whose compensation is subject to the limitations on paying or
      accruing any bonus, retention award and incentive compensation, described
      in Section 111(3)(D) of EESA, as amended by ARRA, and Q-1 (Sec. 30.1) and
      Q-10 (Sec. 30.10), prior to the date the Shares of Restricted Stock become
      vested and transferable under the terms of the Agreement (such limitations
      the “Bonus Limitations”), (B) Grantee is a Senior Executive Officer
      or a Most Highly Compensated Employee of the Company with respect to whom
      the Company is prohibited from making any golden parachute payment
      described in Section 111(3)(C) of EESA, as amended by ARRA, and Q-1 and
      Q-9 (Sec. 30.9) (such prohibition the “Golden Parachute Prohibition”), or
      (C) TARP Requirements otherwise apply to this award to
      Grantee.

                 

                To
      the extent the TARP Requirements are not and do not become applicable to
      Grantee for the reasons described above, then this TARP Addendum and the
      TARP Requirements shall not apply to this award and Grantee’s rights to
      the Shares shall be governed solely by the terms of the Agreement without
      regard to this TARP Addendum.

                 

              

            	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      	 	 	 
	
               

               3.
      Long-Term Restricted Stock Award;
      Effect on Transferability:

            	  

              
                To
      the extent the granting of this award or Grantee’s rights to the accrual
      or payment (within the meaning of the TARP Requirements) of all or any
      portion of the Shares covered by this award are subject to the Bonus
      Limitations, this award shall be an award of Long-Term Restricted Stock
      described in Q-1 intended to satisfy the TARP Requirements.

                 

                To
      the extent required to comply with the TARP Requirements, the Shares of
      Restricted Stock covered by this award shall, to the extent applicable,
      (A) be subject to reduction, as more particularly
      described  below, to such number of Shares as is necessary so
      that the value of the Shares of Restricted Stock granted to Grantee
      hereunder does not exceed the limitations set forth in Q-10(e), (B) not
      become vested to the extent such vesting is not permitted by the TARP
      Requirements, (C) be subject to a Restricted Period (as defined under the
      Agreement) of not less than two years (except for death, disability or a
      change in control event (under Treas. Reg. Section 1.409A-3(i)(5)(i)) and
      (D) to the extent otherwise vested, not become transferable earlier than
      permitted under the schedule set forth in Q-1 (under the definition of
      Long-Term Restricted Stock) pertaining to redemption by the Company of all
      or a certain portions of the preferred stock issued to the U.S. Treasury
      under EESA (or for certain merger or acquisition
      transactions).

                 

                The
      reduction described in clause (A) above shall be equal to the excess, if
      any, by which the aggregate value of the Shares (determined as of the date
      of grant) exceeds one-third of Grantee’s total annual compensation for the
      fiscal year of the grant. If such excess occurs, then, except as provided
      below, without any further action by the Company or Grantee, the number of
      Shares of Restricted Stock covered by this award shall be reduced by the
      number of Shares (rounded up to the nearest whole Share) determined by
      multiplying the number of Shares covered by the ratio of the amount by
      which such aggregate value exceeded one-third of Grantee’s total annual
      compensation to the aggregate value of the Shares as of the date of
      grant.  Such reduction shall be effective and such excess Shares
      shall be cancelled as of December 31 of the fiscal year of the date of
      grant.  The foregoing determinations shall be made in accordance
      with the provisions of Q-10(e).  In the event Grantee received
      other grants of restricted stock during the year, then the determinations
      described above shall be made on a cumulative basis and the reduction, if
      any, shall be applied pro rata across all such awards.

                 

                The
      reduction described above shall only occur if Grantee was subject to the
      Bonus Limitations on the date of grant.

                 

                In
      the event Grantee is not subject to the Bonus Limitations on the date of
      grant, but becomes subject to the Bonus Limitations prior to becoming
      vested in the Shares pursuant to the terms of the Agreement, then (i) that
      portion of this award, if any, that would have been reduced if Grantee had
      been subject to the Bonus Limitations on the date of grant shall not be
      considered a Long-Term Restricted Stock award and (ii) the remaining
      portion of this award shall continue to be treated as a Long-Term
      Restricted Stock award hereunder respecting the remaining portion of the
      Restricted Period on and following the date Grantee becomes subject to the
      Bonus Limitations.

                 

              

            	 
	
               

               4.
      Effect of TARP Requirements on
      Vesting:

            	  

              
                The
      Shares shall vest in accordance with the provisions of the Agreement;
      provided, however, that in the event Grantee is subject to the Golden
      Parachute Prohibitions at the time of Grantee’s termination of employment
      or a change in control (as provided under Q-1 and Q-9), then provisions of
      the Agreement relating to the vesting of the Shares in such circumstances
      shall apply only to the extent permitted by the TARP
      Requirements.

                 

                In
      the event Grantee was not subject to the Bonus Limitations on the date of
      grant of the award but becomes subject to the Bonus Limitations prior to
      becoming vested in the Shares pursuant to the terms of the Agreement, then
      the vesting of that portion (if any) of the Shares that is not a Long-Term
      Restricted Stock award shall be limited to the extent necessary to comply
      with the Bonus Limitations as described in Q-10 and the above provisions
      of this TARP Addendum.

                 

              

            	 
	
               

               5.
      Tax
    Treatment:

            	  

              Grantee
      understands and acknowledges that the Shares covered by the award may
      become taxable to Grantee prior to the date transfer of such Shares is
      permitted under the TARP Requirements. In such event and as permitted by
      TARP Requirements, Shares having a fair market value equal to the minimum
      required statutory tax withholding shall be withheld from the award in
      satisfaction of such tax withholding. Grantee acknowledges that such
      withholding shall not be permitted if Grantee is subject to the Bonus
      Limitations on the date of grant and Grantee makes a Section 83(b)
      election to be taxed on the value of the Shares on that date.