exhibit10_3.htm


    Exhibit 10.3

     

     

    FIELD
EMPLOYMENT AGREEMENT

     

    THIS
AGREEMENT (the “Agreement”) is made and entered into effective as of the first
day of September, 2008, by and between MB Financial Bank. N.A. (the “Bank”) and
Burton J. Field (the “Employee”).

     

    WHEREAS,
the Bank is the wholly-owned subsidiary of MB Financial, Inc. (the “Holding
Company”);

     

    WHEREAS,
the Employee serves as the President, Lease Banking of the Bank and Vice
President of the Holding Company;

     

    WHEREAS,
the Employee and the Bank entered into an employment agreement dated September
22, 1999, as amended January 26, 2005, December 13, 2005 and February 22, 2007
(collectively, the “1999 Employment Agreement”);

     

    WHEREAS,
the parties believe it is in their respective best interest to enter into this
Agreement in replacement of the 1999 Employment Agreement; and

     

    WHEREAS,
the Organization and Compensation Committee (the “Compensation Committee”) of
the Board of Directors of the Holding Company (the “MB Board of Directors”) and
the board of directors of the Bank (the “Board of Directors”) has approved and
authorized the execution of this Agreement with the Employee;

     

    NOW
THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements of the parties herein, it is AGREED as follows:

     

    1. Definitions.

     

    (a) The term
"Date of Termination" means the date upon which the Employee’s employment with
the Bank ceases, as specified in a notice of termination pursuant to Section 8
hereof; provided, that “termination,” “termination of employment” and “Date of
Termination” as used herein are intended to mean a termination of employment
which constitutes a “separation from service” under Code Section 409A determined
without regard to Executive’s service as a member of the Board of Directors or
of the MB Board of Directors or the board of directors of any subsidiary of the
Corporation.

     

    (b) The term
“Effective Date” means September 1, 2008, the date of this
Agreement.

     

    (c) The term
“Involuntary Termination” means the termination of the employment of Employee
(i) by the Bank without his express written consent; or (ii) by the
Employee by reason of a material diminution of or interference with his duties,
responsibilities or benefits which occurs after the Effective Date, including
(without limitation) any of the following actions unless consented to in writing
by the Employee:  (1) a requirement that the Employee be based at
any place other than Chicago, Illinois, or within a radius of 35 miles from
the location of MB Financial Center at 6111 North River Road, Rosemont,
Illinois, except for reasonable travel on Bank business; (2) a material
demotion of the Employee; (3) a material reduction in the number or
seniority of personnel reporting to the Employee or a material reduction in the
frequency with which, or in the nature of the matters with respect to which,
such personnel are to report to the Employee, other than as part of a Bank-wide
reduction in staff; (4) a reduction in the Employee’s salary or a material
adverse change in the Employee’s perquisites, benefits, contingent benefits or
vacation, other than as part of an overall program applied uniformly and with
equitable effect to all members of the senior management of the Bank; or
(5) a material permanent increase in the required hours of work or the
workload of the Employees.  The term “Involuntary Termination” does
not include Termination for Cause, termination of employment due to death or
disability, or termination pursuant to Section 7(h) of this Agreement,
retirement or suspension or temporary or permanent prohibition from
participation in the conduct of the Bank’s affairs under Section 8 of the
Federal Deposit Insurance Act.  The term “Involuntary Termination”
does not include the resignation by the Employee for the reasons set forth in
clause (ii) above, unless the notice provisions set forth in Section 8 are
satisfied.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) The terms
“Termination for Cause” and “Terminated For Cause” mean termination of the
employment of the Employee with the Bank because of the Employee’s willful
misconduct, breach of a fiduciary duty involving personal profit, repeated
failure to perform stated duties (after written notice and reasonable
opportunity to cure), willful violation of any law, rule, or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order
issued by a federal banking regulator, or (except as provided below) material
breach of any provision of this Agreement.  No act or failure to act
by the Employee shall be considered willful unless the Employee acted or failed
to act in bad faith and without a reasonable belief that his action or failure
to act was in the best interest of the Bank.  The Employee shall not
be deemed to have been Terminated for Cause unless and until there shall have
been delivered to the Employee a copy of a resolution, duly adopted by the
affirmative vote of not less than a majority of the entire membership of the
Board of Directors at a meeting of the Board duly called and held for such
purpose (after reasonable notice to the Employee and an opportunity for the
Employee, together with the Employee’s counsel, to be heard before the Board),
stating that in the good faith opinion of the Board of Directors the Employee
has engaged in conduct described in the preceding sentence and specifying the
particulars thereof in detail.

     

    (e) The term
“Voluntary Termination” shall mean termination of employment by the Employee
voluntarily as set forth in Section 7(d) of this Agreement.

     

    2. Term;  The
term of this Agreement shall be a period of three years commencing on the
Effective Date hereof, subject to earlier termination as provided
herein.

     

    3. Employment.  The
Employee is employed as the President, Lease Division of the Bank.  As
such, the Employee shall report to and shall render such management services as
are specified by, the Chief Executive Officer of the Bank or such other
executive officer of the Bank as may be designated by the Chief Executive
Officer or the Board of Directors and are customarily performed by persons
situated in similar executive capacities consistent with the Employee’s duties
as of the date of this Agreement.  The Employee shall also render
services to the Holding Company and any subsidiary or subsidiaries of the
Holding Company or Bank as requested by the Bank from time to
time.  The Employee shall devote his best efforts and reasonable time
and attention to the business and affairs of the Bank to the extent necessary to
discharge his responsibilities hereunder.  The Employee may
(i) serve on charitable boards or committees at the Employee’s discretion
without consent of the Board of Directors and, in addition, on such corporate
boards as are approved in a resolution adopted by a majority of the Board of
Directors, and (ii) manage personal investments, so long as such activities
do not interfere materially with performance of his responsibilities
hereunder.

     

    4. Cash
Compensation.

     

    (a) Salary.  The
Bank agrees to pay the Employee during the term of this Agreement a base salary
(the “Salary”) the annual rate of which shall be not less than $458,720. The
Salary shall be paid no less frequently than monthly provided such periodic
amounts shall be subject to reduction in accordance with the provisions of
Section 6 relating to vacation pay and leaves of absence without pay and
shall be subject to customary tax withholding.  The amount of the
Salary shall be subject to change from time to time in accordance with the
amounts approved by the Board of Directors after the Effective Date, provided,
however that under no circumstances may the Salary be decreased without the
Employee’s consent.

     

    (b) Bonuses.  The
Employee shall be entitled to participate in an equitable manner with all other
executive officers of the Bank in such performance-based and discretionary
bonuses, if any, as are authorized and declared by the Board of Directors for
executive officers of the Bank.

     

    (c) Expenses.  The
Employee shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Employee in performing services under this Agreement in
accordance with the policies and procedures applicable to the executive officers
of the Holding Company and the Bank, provided that the Employee accounts for
such expenses as required under such policies and procedures.

     

    5. Employee
Benefits.

     

    (a) Participation in Benefit
Plans.  While the Employee is employed by the Bank, the
Employee shall be entitled to participate, to the same extent as executive
officers of the Holding Company and the Bank generally, in all plans of the
Holding Company and the Bank relating to pension, retirement, thrift,
profit-sharing, savings, group or other life insurance, hospitalization, medical
and dental coverage, travel and accident insurance, education, cash bonuses,
retirement or employee benefits or combination thereof.  In addition,
the Employee shall be entitled to be considered for benefits under all of the
stock and stock option related plans in which the Holding Company’s or the
Bank’s executive officers are eligible or become eligible to
participate.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Fringe
Benefits.  The Employee shall be eligible to participate in,
and receive benefits under, any other fringe benefit plans or perquisites which
are or may become generally available to the Holding Company’s or the Bank’s
executive officers, including but not limited to supplemental retirement,
incentive compensation, supplemental medical or life insurance plans, company
cars, club dues, physical examinations, financial planning and tax preparation
services.  Without limiting the generality of the foregoing, the Bank
agrees to pay for Employee’s membership dues and related expenses in Mission
Hills Country Club (Northbrook, Illinois) and expenses for an automobile
provided to Employee by the Bank commensurate with similarly situated officers
of the Holding Company and the Bank.

     

    6. Vacations;
Leave.  The Employee shall be entitled (i) to annual vacation
equal to six weeks of vacation at full pay, and ten weeks of vacation at half
pay, provided in accordance with policies established by the Board of Directors,
and (ii) to voluntary leaves of absence, with or without pay, from time to time
at such times and at such conditions as the Board of Directors may determine in
its discretion.

     

    7. Termination of
Employment.

     

    (a) Involuntary
Termination.  If the Employee experiences an Involuntary
Termination, such termination of employment shall be subject to the Bank’s
obligations under this Section 7(a), in lieu of any other compensation and
employee benefits under the Agreement.  In the event of the
Involuntary Termination, the Bank shall (i) pay to the Employee monthly during
the unexpired term of this Agreement determined immediately prior to the Date of
Termination, or for 12 months, whichever period is greater, the sum of
one-twelfth of the average Salary received by the Employee during the 24 month
period immediately prior to the Date of Termination plus one-twelfth of the
average amounts of cash bonus earned by the Employee for the two full fiscal
years preceding the Date of Termination; (ii) if the Employee is the record
or beneficial owner of any options for stock of the Holding Company as of the
Date of Termination, provide that notwithstanding the provisions of any other
agreements or documents relating to such options, such options shall be deemed
to be fully vested on the Date of Termination and shall be exercisable for a
period of not less one year from the Date of Termination; and the Bank shall
guarantee that the Employee shall receive the benefits of such vesting; and
(iii) if the Employee is not fully vested under any other benefit plan or
arrangement in which he is a participant as of the Date of Termination (except
for any “employee pension plan” as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended, including any “multiemployer
plan” as defined in Section 3(37) of such Act), deem the Employee to be
fully vested therein and the Bank shall guarantee that he shall receive benefits
thereunder accordingly.  In addition to the foregoing, in connection
with an Involuntary Termination, the Employee shall be entitled to receive (A)
any accrued Salary through the Date of Termination within 30 days after the Date
of Termination, (B) any unpaid annual bonus earned by the Employee for the
preceding calendar year within the normal time period for the payment of such
bonuses, (C) prompt reimbursement of any expenses incurred through the Date of
Termination in accordance with Section 4(c), and (D) all vested employee
benefits described in Section 5 hereof, including the benefits set forth in
Section 7(e) (collectively, the “Accrued Compensation”), such benefits to be
paid in accordance with this Agreement and the applicable plan, program,
arrangement or agreement.  If the Employee should die after amounts
become payable under this Section 7(a), such amounts shall thereafter be paid to
the Employee’s estate until satisfied in full.  Payments pursuant to
this Section 7(a) shall be subject to Section 19(b).

     

    (b) Change in
Control.  Following execution of the Agreement, the Bank and
Employee shall enter into a Change in Control Severance Agreement substantially
in the form of the agreements entered into by the Bank with its other senior
officers, provided, that salary-based severance benefits provided thereunder
shall be based on Employee’s average Salary as described in Section 7(a) above
(the “CIC Severance Agreement”).  In the event a Qualifying
Termination (as defined in the CIC Severance Agreement) occurs entitling the
Employee to Severance Benefits under the CIC Severance Agreement, such Severance
Benefits shall be in lieu of the benefits described under Section 7(a) and no
amounts shall otherwise be payable under Section 7(a) above.  The Bank
shall, however, pay or provide the Accrued Compensation.  Payments
described in this Section 7(b) shall be subject to Section 19(b).

     

    (c) Termination for
Cause.  In the event of Termination for Cause, the Bank shall
have no further obligation to the Employee under this Agreement after the Date
of Termination except for the Accrued Compensation.  Payments under
this Section 7(c) shall be subject to Section 19(b).

     

    (d) Voluntary
Termination.  The Employee may terminate his employment
voluntarily at any time by a notice pursuant to Section 8 of this
Agreement.  In the event that the Employee voluntarily terminates his
employment other than by reason of any of the actions that constitute
Involuntary Termination (“Voluntary Termination”), the Bank shall only be
obligated to the Employee for the Accrued Compensation, and the Bank shall have
no further obligation to the Employee under this Agreement except a final annual
bonus in an amount consistent with the Bank’s year-end bonus practices, provided
that the Compensation Committee or Board of Directors shall determine the amount
of such bonus in good faith at the time of the Employee’s termination, taking
into consideration the portion of the year elapsed prior to termination, and the
Bank shall pay such bonus in cash on the Date of
Termination.  Payments under this Section 7(d) shall be subject to
Section 19(b).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (e) Health
Benefits.  Notwithstanding any other provision of this
Agreement, the Bank (or any successor, directly or through its affiliates) shall
provide the Employee and his spouse (upon her attainment of age sixty-five or
the then current Medicare eligibility age) with coverage under a Medicare
Supplemental Insurance plan and a long term care insurance plan obtained by the
Bank for the Employee and his spouse, provided, however, that the aggregate
annual cost of the premiums on such plans to be paid by the Bank shall not
exceed $25,000.  The Bank’s obligation to provide Medicare
Supplemental Insurance and Long Term Care Insurance hereunder shall cease upon
the death of both the Employee and his spouse.  Upon the death of the
first to occur of the Employee or his spouse, the cap of the aggregate annual
premium to be paid by the Bank shall be reduced to $12,500.

     

    (f) Death.  In
the event of the death of Employee during the term of this Agreement and prior
to any termination of employment, the Bank shall pay to the Employee’s estate,
or such person as the Employee may have previously designated in writing, the
Accrued Compensation, and a bonus (prorated in accordance with the portion of
the fiscal year expired as of the date of his death) in an amount consistent
with the Bank’s year-end bonus practices as determined by the Board of Directors
in good faith, which bonus shall be paid within 90 days after the death of the
Employee.

     

    (g) Disability.  If
the Employee becomes entitled to benefits under the terms of the then-current
disability plan, if any, of the Holding Company or the Bank (a “Disability
Plan”), he shall be entitled to receive such group and other disability
benefits, if any, as are then provided by the Holding Company or the Bank for
executive employees.  In the event of such disability, this Agreement
shall not be suspended, except that (i) the Bank’s obligation to pay the
Salary to the Employee shall be reduced in accordance with the amount of
disability income benefits received by the Employee, if any, pursuant to this
Section 7(g) or the policies described in Section 5 or otherwise
provided by Bank, such that on an after-tax basis, the Employee shall realize
from the sum of disability income benefits and a portion of the Salary (if any)
the same amount as he would realize on an after-tax basis from the Salary if the
Bank’s obligation to pay salary were not reduced pursuant to this
Section 7(g); and upon a resolution adopted by a majority of the
disinterested members of the Board of Directors, the Bank may discontinue
payment of the Salary beginning six months following a determination that the
Employee has become entitled to benefits under a Disability Plan or otherwise
unable to fulfill his duties under this Agreement.

     

    (h) Regulatory
Action.  Notwithstanding any other provisions of this
Agreement, if the Employee is removed and/or permanently prohibited from
participating in the conduct of the Bank’s affairs by an order issued under
Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
sections 1818(e)(4) and (g)(1), all obligations of the Bank under this Agreement
shall terminate as of the effective date of the order, but vested rights of the
parties shall not be affected.

     

    (i) Release.  Notwithstanding
the foregoing, the Bank’s obligations to pay or provide any benefits, under this
Section 7(a) or 7(b) above shall be conditioned on the Executive signing a
release of claims in favor of the Bank in the form annexed hereto within
forty-give (45) days of such termination and the expiration of any revocation
period provided for in such release; provided that, if such Date of Termination
is after November 8 of any year, no payment conditioned on such release shall be
made until the calendar year following the calendar year of termination even if
the release is signed and the revocation period concluded earlier.

     

    (j) Tax Gross Up
Agreement.  The Holding Company and Employee have entered into
a Tax Gross-Up Agreement, dated November 3, 2004, which provides certain
payments in the event Employee shall become subject to excise tax under Code
Section 4999 of the Code in the event of a Change in Control.

     

    8. Notice of
Termination.  Subject to the provisions of Section 1(c) hereof,
in the event that the Bank desires to terminate the employment of the Executive
during the term of this Agreement, the Bank shall deliver to the Employee a
written notice of termination, stating whether such termination constitutes
Termination for Cause, Involuntary Termination, or termination for disability,
setting forth in reasonable detail the facts and circumstances that are the
basis for the termination, and specifying the date upon which employment shall
terminate, which date shall be at least 30 days after the date upon which the
notice is delivered, except in the case of Termination for Cause.  In
the event that the Employee determines in good faith that he has experienced an
Involuntary Termination of his employment in accordance with Section 1(c), he
shall (a) send a written notice to the Bank stating the circumstances that
constitute such Involuntary Termination, which notice shall be given within 90
days of the Employee’s first learning of such circumstances and shall state his
intention to terminate his employment due to such Involuntary Termination and
(b) provide the Bank with 30 days from the date of such notice to cure such
circumstances. If the Bank fails to cure such circumstances, then Employee will
be deemed to have terminated his employment due to Involuntary Termination at
the end of such 30 day period.  In the event that the Employee desires
to effect a Voluntary Termination, he shall deliver a written notice to the
Bank, stating the date upon which employment shall terminate, which date shall
be at least 90 days after the date upon which the notice is delivered, unless
the parties agree to a date sooner.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    9. Covenant Not To
Compete.

     

    (a) The
Employee agrees that his services are special and unique, and of an unusual and
extraordinary character which gives them peculiar value for which monetary
damages cannot provide adequate compensation.  In consideration of the
Bank’s entering into this Agreement, the Employee hereby agrees that during the
Non-Compete Period (as defined below), he shall not without the prior written
consent of the Bank:

     

    (i) serve as
a director, officer, or employee of, or directly or indirectly, as a consultant,
independent contractor or otherwise, provide any personal services to any
institution insured by the Federal Deposit Insurance Corporation or any
affiliate of such an institution which institution or affiliate has an office in
Cook County, Illinois or adjacent counties in Illinois; or

     

    (ii) solicit,
or directly or indirectly cause to be solicited, any employee or agent of the
Bank to leave his or her employment or terminate his or her relationship with
the Bank; or

     

    (iii) solicit,
or directly or indirectly cause to be solicited, customers of the Bank for the
purpose of offering loans or other financing services to such
customers.

     

    (b) The term
“Non-Compete Period” shall mean the period of one year following termination of
employment at any time for any reason.  The provisions of this
Section 9 shall survive expiration of the term of this
Agreement.

     

    (c) If any
provision of this Section 9, as applied to any party or to any
circumstances, is adjudged by a court to be invalid or unenforceable, the same
shall in no way affect any other provision of this Section 9 or any other
part of this Agreement, the application of such provision in any other
circumstances or the validity or enforceability of this Agreement.  If
any such provision, or any part thereof, is held to be unenforceable because of
the duration of such provision or the area covered thereby, the parties agree
that the court making such determination shall have the power to reduce the
duration and/or area of such provision, and/or to delete specific words or
phrases, and in its reduced form such provision shall then be enforceable and
shall be enforced.  Upon breach of any provision of this
Section 9, the Bank shall be entitled to injunctive relief, since the
remedy at law would be inadequate and insufficient.  In addition, the
Bank shall be entitled to suspend pay of, and have the right to recover, any
amounts paid or payable under Section 7(a) or 7(b) and to such damages as it can
show it has sustained by reason of such breach.

     

    10. Attorneys’
Fees.  The Bank shall pay all legal fees and related expenses
(including the costs of experts, evidence and counsel) incurred by the Employee
as a result of (i) the Employee’s contesting or disputing any termination
of employment, or (ii) the Employee’s seeking to obtain or enforce any
right or benefit provided by this Agreement or by any other plan or arrangement
maintained by the Bank (or any successor) or an affiliate under which the
Employee is or may be entitled to receive benefits; provided that the Bank’s
obligation to pay such fees and expenses is subject to the Employee’s prevailing
with respect to the matters in dispute in any proceeding initiated by the
Employee or the Employee’s having been determined to have acted reasonably and
in good faith with respect to any proceeding initiated by the Bank.

     

    11. No Assignments Except by
Operation of Law in Certain Mergers.

     

    (a) This
Agreement is personal to each of the parties hereto, and neither may assign or
delegate any of its rights or obligations hereunder without first obtaining the
written consent of the other party except that, by operation of law in a merger
in which the Bank is a party but not the resulting entity, the Bank’s
obligations may be assigned to and assumed by the resulting entity of such a
merger; provided, however, that the Bank shall require any successor or assign
(other than by operation of law in a merger in which the Bank is a party but not
the resulting entity) by an assumption agreement in form and substance
satisfactory to the Employee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Bank would be
required to perform it if no such succession or assignment had taken
place.  Failure of the Bank to obtain such an assumption agreement
prior to the effectiveness of any such succession or assignment shall be a
breach of this Agreement and shall entitle the Employee to compensation and
benefits from the Bank in the same amount and on the same terms as the
compensation pursuant to Section 7(a), Section 7(b) and
Section 7(e) hereof.  For purposes of implementing the provisions
of this Section 11, the date on which any such succession becomes effective
shall be deemed the Date of Termination.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      (b) This
Agreement and all rights of the Employee hereunder shall inure to the benefit of
and be enforceable by the Employee’s personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.

    

     

    
      12. Notice.  For
the purposes of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, to the Bank at its home office, to the attention of
the Board of Directors with a copy to the Secretary of the Bank, or, if to the
Employee, to such home or other address as the Employee has most recently
provided in writing to the Bank.

    

     

    13. Amendments.  No
amendments or additions to this Agreement shall be binding unless in writing and
signed by both parties.

     

    14. Headings.  The
headings used in this Agreement are included solely for convenience and shall
not affect, or be used in connection with, the interpretation of this
Agreement.

     

    15. Severability.  The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provisions shall not affect the validity or
enforceability of the other provisions hereof.

     

    16. Governing
Law.  This Agreement shall be governed by the laws of the State
of Illinois.

     

    17. Preparation
Fees.  The Bank shall be solely responsible for payment of
reasonable legal fees incurred by Employee in the preparation, negotiation and
execution of this Agreement, but not in excess of $10,000.

     

    18. Successors to Code
Sections.  all provisions of this agreement referring to
sections of the U.S.C. (United States Code) or to the Internal Revenue Code
shall be deemed to refer to successor code sections in the event of renumbering
of code sections.

     

    19. Code Section
409A.  (a) The intent of the parties is that payments and
benefits under this Agreement comply with Internal Revenue Code Section 409A and
the regulations and guidance promulgated thereunder (collectively “Code Section
409A”) and, accordingly, to the maximum extent permitted, this Agreement shall
be interpreted to be in compliance therewith.  If the Employee
notifies the Bank (with specificity as to the reason therefore) that the
Employee believes that any provision of this Agreement (or of any award of
compensation, including equity compensation or benefits) would cause the
Employee to incur any additional tax or interest under Code Section 409A and the
Bank concurs with such belief or the Bank (without any obligation whatsoever to
do so) independently makes such determination, the Bank shall, after consulting
with the Employee, reform such provision to try to comply with Code Section 409A
through good faith modifications to the minimum extent reasonably appropriate to
conform with Code Section 409A.  To the extent that any provision
hereof is modified in order to comply with Code Section 409A, such modification
shall be made in good faith and shall, to the maximum extent reasonably
possible, maintain the original intent and economic benefit to the Employee and
the Bank of the applicable provision without violating the provisions of Code
Section 409A.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b) If the
Employee is deemed on the date of “separation from service” to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B), then
with regard to any payment or the provision of any benefit that is specified as
subject to this Section, such payment or benefit shall be made or provided at
the date which is the earlier of (A) the expiration of the six (6)-month period
measured from the date of such “separation from service” of the Employee, and
(B) the date of the Employee’s death (the “Delay Period”).  Upon the
expiration of the Delay Period, all payments and benefits delayed pursuant to
this Section 19(b) (whether they would have otherwise been payable in a single
sum or in installments in the absence of such delay) shall be paid or reimbursed
to the Employee in a lump sum, and any remaining payments and benefits due under
this Agreement shall be paid or provided in accordance with the normal payment
dates specified for them herein.  Whenever a payment is to be made
promptly after a date, it shall be made within sixty (60) days
thereafter.

     

    (c) With
regard to any provision herein that provides for reimbursement of expenses or
in-kind benefits: (i) the right to reimbursement or in-kind benefits is not
subject to liquidation or exchange for another benefit, and (ii) the amount of
expenses eligible for reimbursement or in-kind benefits provided during any
taxable year shall not effect the expenses eligible for reimbursement or in-kind
benefits to be provided in any other taxable year, provided that the foregoing
shall not be violated with regard to expenses covered by Code Section 105(h)
that are subject to a limit related to the period in which the arrangement is in
effect.  Any expense or other reimbursement payment made pursuant to
this Agreement or any plan, program, agreement or arrangement of the Bank
referred to herein, shall be made on or before the last day of the taxable year
following the taxable year in which such expense or other payment to be
reimbursed.

     

    20. 1999 Employment
Agreement.  Except with respect to stock options awarded
pursuant to the 1999 Employment Agreement, this Agreement supersedes and
replaces the 1999 Employment Agreement and as of the date hereof, the 1999
Employment Agreement shall terminate and have no further force or
effect.

     

    21. Entire
Agreement.  This Agreement, together with the
CIC Severance Agreement and Tax Gross-Up Agreement
referred to herein, sets forth the entire agreement of the parties with respect
to the subject matter contained herein and supersedes all prior agreements,
promises, understandings, covenants, arrangements, representations or
warranties, whether oral or written, by any officer, director or representation
of either party hereof.

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first above written.

     

    
      	 	 	 MB
      FINANCIAL BANK, N.A.
	 	 	 
	 Attest:	 	 By: /s/
      Jill E. York
	 	 	 Its: Vice
      President and Chief Financial Officer
	 /s/
      Doria Koros	 	 
	 Secretary	 	EMPLOYEE:
	 	 	 
	 	 	 /s/
      Burton J. Field
	 	 	 Burton J.
      Field


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    APPENDIX
A

     

    ANNEX
TO EMPLOYEE EMPLOYMENT AGREEMENT

     

    Form
of Release

     

    AGREEMENT AND GENERAL
RELEASE

     

    MB
Financial, Inc., MB Financial Bank, N.A., its affiliates, subsidiaries,
divisions, successors and assigns in such capacity, and the current, future and
former employees, officers, directors, and agents thereof in such capacities
(collectively referred to throughout this Agreement as “Corporation”) and Burton
J. Field (“Employee”),
the Employee’s heirs, executors, administrators, successors and assigns
(collectively referred to throughout this Agreement as  “Employee”) agree:

     

    1. Consideration.  The
parties acknowledge that this Agreement and General Release is being executed in
accordance with Section 7 of the Employment Agreement by and between
Employee and the Corporation.

     

    2. Revocation.  Employee
may revoke this Agreement and General Release for a period of seven
(7) calendar days following the day Employee executes this Agreement and
General Release.  Any revocation within this period must be submitted,
in writing, hand delivered to Corporation, or if mailed, postmarked, within
seven (7) calendar days of execution of this Agreement and General
Release.  This Agreement and General Release shall not become
effective or enforceable until the revocation period has expired.

     

    3. General
Release of Claim.  Employee knowingly and voluntarily releases
and forever discharges Corporation from any and all claims, causes of action,
demands, fees and liabilities of any kind whatsoever, whether known and unknown,
against Corporation, Employee has, has ever had or may have as of the date of
execution of this Agreement and General Release, including, but not limited to,
any alleged violation of:

     

    ●           Title
VII of the Civil Rights Act of 1964, as amended;

     

    ●           The
Civil Rights Act of 1991;

     

    ●           Sections 1981
through 1988 of Title 42 of the United States Code, as amended;

     

    ●           The
Immigration Reform and Control Act, as amended;

     

    ●           The
Americans with Disabilities Act of 1990, as amended;

     

    ●           The
Age Discrimination in Employment Act of 1967, as amended;

     

    ●           The
Older Workers Benefit Protection Act of 1990;

     

    ●           The
Worker Adjustment and Retraining Notification Act, as amended;

     

    ●           The
Occupational Safety and Health Act, as amended;

     

    ●           The
Family and Medical Leave Act of 1993;

     

    
      	
               
      

            	
              ●

            	
              Any
      other federal, state or local civil or human rights law or any other
      local, state or federal law, regulation or
  ordinance;

            


    

     

    ●           Any
public policy, contract, tort, or common law; or

     

    ●           Any
allegation for costs, fees, or other expenses including attorneys’ fees incurred
in these matters.

     

     

    
      
        
        

      

      
        Appendix
A Page1

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything herein to the contrary, the sole matters to which the Agreement and
General Release do not apply are: (i) Employee’s rights of indemnification
and directors and officers liability insurance coverage to which Employee was
entitled immediately prior to DATE with regard to Employee’s service as an
officer and director of Corporation; (ii) Employee’s rights under any
tax-qualified pension or claims for accrued vested benefits under any other
Employee benefit plan, policy or arrangement maintained by Corporation or under
COBRA; (iii) Employee’s rights under the provisions of the Employment
Agreement which are intended to survive termination of employment; or
(iv) Employee’s rights as a stockholder.

     

    4. No Claims
Permitted.  Employee waives Employee’s right to file any charge
or complaint against Corporation arising out of Employee’s employment with or
separation from Corporation before any federal, state or local court or any
state or local administrative agency, except where such waivers are prohibited
by law.  This Agreement, however, does not prevent Employee from
filing a charge with the Equal Employment Opportunity Commission, any other
federal government agency, and/or any government agency concerning claims of
discrimination, although Employee waives the Employee’s right to recover any
damages or other relief in any claim or suit brought by or through the Equal
Employment Opportunity Commission or any other state or local agency on behalf
of Employee under the Age Discrimination in Employment Act, Title VII of the
Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any
other federal or state discrimination law, except where such waivers are
prohibited by law.

     

    5. Affirmations.  Employee
affirms Employee has not filed, has not caused to be filed, and is not presently
a party to, any claim, complaint, or action against Corporation in any forum or
form. Employee further affirms that the Employee has been paid and/or has
received all compensation, wages, bonuses, commissions, and/or benefits to which
Employee may be entitled and no other compensation, wages, bonuses, commissions
and/or benefits are due to Employee, except as provided in Section 5(d) of the
Employment Agreement.  Employee also affirms Employee has no known
workplace injuries.

     

    6. Governing
Law and Interpretation.  This Agreement and General Release
shall be governed and conformed in accordance with the laws of the State of
Illinois without regard to its conflict of laws provisions.  In the
event Employee or Corporation breaches any provision of this Agreement and
General Release, Employee and Corporation affirm either may institute legal
action to specifically enforce any term or terms of this Agreement and General
Release.  Should any provision of this Agreement and General Release
be declared illegal or unenforceable by any court of competent jurisdiction and
should the provision be incapable of being modified to be enforceable, such
provision shall immediately become null and void, leaving the remainder of this
Agreement and General Release in full force and effect.  Nothing
herein, however, shall operate to void or nullify any general release language
contained in the Agreement and General Release.

     

    7.           Nonadmission
of Wrongdoing.  Employee agrees neither this Agreement and
General Release nor the furnishing of the consideration for this Release shall
be deemed or construed at any time for any purpose as an admission by
Corporation of any liability or unlawful conduct of any kind.

     

    
      
        
        

      

      
        Appendix
A Page2

        
          

        

      

      
        
        

      

    

     

    8.           Amendment.  This
Agreement and General Release may not be modified, altered or changed except
upon express written consent of both parties wherein specific reference is made
to this Agreement and General Release.

     

    9.           Entire
Agreement.  This Agreement and General Release sets forth the
entire agreement between the parties hereto and fully supersedes any prior
agreements or understandings between the parties; provided, however, that
notwithstanding anything in this Agreement and General Release, the provisions
in the Employment Agreement which are intended to survive termination of the
Employment Agreement, shall survive and continue in full force and
effect.  Employee acknowledges Employee has not relied on any
representations, promises, or agreements of any kind made to Employee in
connection with Employee’s decision to accept this Agreement and General
Release.

     

    EMPLOYEE
HAS BEEN ADVISED THAT EMPLOYEE HAS UP TO FORTY-FIVE (45) CALENDAR DAYS TO
REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL
RELEASE.

     

    EMPLOYEE
AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND
GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE
(21) CALENDAR DAY CONSIDERATION PERIOD.

     

    HAVING
ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES
SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE
EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE
CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO
WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST
CORPORATION.

     

    IN
WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
Agreement and General Release as of the date set forth below:

     

     

    
       

      
        	 	 	 MB
      Financial, Inc. and MB Financial Bank, N.A.,
	 	 	 each
      for itself and its affiliates
	 	 	 
	By:
      /s/ Burton J. Field 	 	 By: /s/
      Jill E. York
	Burton J.
      Field 	 	 Name: Jill E.
      York
	 	 	 Title: Vice
      President and Chief Financial Officer
	 	 	 
	 Date:
      September 1, 2008	 	 Date:
      September 1, 2008


      

       

    

     

     

    
      
        
        

      

      
        Appendix
A Page3