EXHIBIT 10.1


 


Letter of Understanding for CEO


 


May 1 , 2006


 


Richard M. Rieser, Jr.


First Oak Brook Bancshares, Inc.


1400 Sixteen Street


Oak Brook, Illinois 60523


 


Re:                               Letter
of Understanding


 


Dear Rick:


 


As you know, MB Financial, Inc. (“MBFI”), along with its wholly-owned
subsidiary, MBFI Acquisition Corp., has entered into an Agreement and Plan of
Reorganization (the “Merger Agreement”) with First Oak Brook Bancshares, Inc.
(the “Company”) pursuant to which the Company will be merged with and into such
subsidiary (the “Merger”). Section 7.16(h) of the Merger Agreement provides
that you and MBFI will enter into a letter of understanding relating to your
Transitional Employment Agreement and post-Merger employment matters. This
letter is that letter of understanding.


 


As we have frequently discussed throughout this process, we value
greatly your continued significant participation in the senior management of
the post-Merger organization. You have indicated a desire to remain with our
combined company. To that end, we are offering to enter into an employment
agreement with you immediately following completion of the Merger substantially
in the form attached as Appendix A to this letter (the “Employment Agreement”).


 


Rick, we look forward to working with you to make the Merger a success.
Please acknowledge your agreement to so serve the post-Merger organization and
to enter into the Employment Agreement by signing both copies of this letter
and returning one copy to me.


 


	
   

  	
  Very truly yours,

  
	
   

  	
  MB Financial, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mitchell Feiger

  
	
   

  	
  Mitchell Feiger, Chief
  Executive Officer

  



 


	
  Acknowledged and agreed to

  	
   

  
	
  this 1st day of May, 2006.

  	
   

  
	
   

  	
   

  
	
  /s/ Richard M. Rieser, Jr.

  	
   

  	
   

  
	
  Richard M. Rieser, Jr.

  	
   

  	
   

  



 

















 


Appendix A to May 1, 2006 Letter


to Richard M. Rieser, Jr.


 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT (this “Agreement”) is made and entered into as of this          
day of                 ,
2006 by and between MB Financial, Inc. (the “Corporation”) and Richard M.
Rieser, Jr. (the “Executive”).


 


WHEREAS, the Executive is the President and Chief Executive Officer of
First Oak Brook Bancshares, Inc. (“FOBB”) and its subsidiary, Oak Brook Bank,
and is a party to a written transitional employment agreement and other
agreements with FOBB referred to herein;


 


WHEREAS, effective as of the date set forth above, FOBB has merged (the
“Merger”) with and into a wholly-owned subsidiary of the Corporation and Oak
Brook Bank has or in the future, will merge into MB Financial Bank, National
Association (the “Bank”) as contemplated by that certain Agreement and Plan of
Merger, dated as of May 1, 2006 by and among the Corporation, such subsidiary
and FOBB;


 


WHEREAS, the Corporation has determined it to be in its best interests
to secure the continued employment of Executive and to enter into this
Agreement in replacement of the transitional employment agreement; and


 


WHEREAS, the Executive desires to be so employed; and


 


WHEREAS, the Board of Directors of the Corporation (the “Board of
Directors”) has approved and authorized the execution of this Agreement with
the Executive.


 


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 Executive’s employment with the Corporation ceases, as specified in a
notice of termination pursuant to Section 9 hereof,


 


(b)           The term “Involuntary Termination” means the termination
of the employment of the Executive (i) by the Corporation without his express
written consent; (ii) by the Executive by reason of a material diminution of or
interference with his duties, responsibilities or benefits, or other material
breach of this Agreement, including (without limitation) any of the following
actions unless consented to in writing by the Executive: (1) a requirement that
the Executive be based at any place other than any of the following: the
principal office location of FOBB (as of the date immediately prior to the
Merger), the principal office location of the Corporation (defined to mean the
principal office location of the Corporation’s Chief Executive Officer (“CEO”)),
provided the principal office location is located within a fifteen mile radius
of the Rosemont office location as of the date hereof, in downtown Chicago, or
within fifteen miles of the Executive’s home in the Chicago area, except for
reasonable travel on Corporation or Bank business; (2) a material demotion of
the Executive;


 

















 


(3)
failure of the Corporation to pay or provide the compensation, benefits, or
vacation and leave contemplated by Sections 4, 
5,  6 or 19 hereof, respectively,
or the failure of the Corporation to provide indemnification and insurance
coverage contemplated by Section 11 hereof; (4) a material permanent increase
in the required hours of work or the workload of the Executive; or (5) the
failure of the Board of Directors (or board of directors of any successor of
the Corporation including its ultimate parent company) to elect the Executive
as Vice Chairman, Executive Vice President ,and Chief Marketing and Legal
Strategist of the Corporation (or any successor of the Corporation including
its ultimate parent company) or any action by the Board of Directors (or a
board of directors of a successor of the Corporation including its ultimate
parent company) removing him from such office; or (6) the failure of the Board
or stockholders of the Corporation or Bank to elect Executive as a director of
the Corporation and Bank, or any action by the Board or stockholders removing
him from such position. The term “Involuntary Termination” does not include
Termination for Cause, termination of employment due to death or termination
pursuant to Section 7(g) of this Agreement, 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.


 


(c)           The terms “Termination
for Cause” and “Terminated For Cause” mean termination of the employment of the
Executive with the Corporation and the Bank because of the Executive’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 relating
to the performance of Executive’s duties or which reflects adversely upon the
reputation of the Corporation or the Bank (other than traffic violations or
similar offenses) or final cease-and-desist order issued by a federal banking
regulator, or (except as provided below) a material breach of any provision of
this Agreement (after written notice and reasonable opportunity to cure). No
act or failure to act by the Executive shall be considered willful unless the
Executive 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 Corporation
or the Bank. The Executive shall not be deemed to have been Terminated for
Cause unless and until there shall have been delivered to the Executive 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
Executive and an opportunity for the Executive, together with the Executive’s
counsel, to be heard before the Board), stating that in the good faith opinion
of the Board of Directors the Executive has engaged in conduct described in the
preceding sentence and specifying the particulars thereof in detail.


 


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


 


(e)           The terms “Transitional
Employment Agreement,” “Supplemental Pension Benefit Agreement,” “Agreement
Regarding Post-Employment Restrictive Covenants,” “Senior Executive Life
Insurance Plan,” “Executive Deferred Compensation Plan,” and “FOBB Stock
Options” refer to agreements with and plans maintained by FOBB with respect to
which Executive is a party or a participant, in each case as in effect on the
day immediately prior to the


 


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Merger,
and, with respect to periods on and after the Merger, as such may be modified in
accordance with the Merger Agreement or as provided herein.


 


2.             Term. The
term of this Agreement shall be a period of five years commencing on the
Effective Date (the “Term”) subject to earlier termination as provided herein.


 


3.             Employment;
Directorships. The Executive is employed as the Vice Chairman, Executive
Vice President and Chief Marketing and Legal Strategist of the Corporation. As
such, the Executive shall be a member of the Corporation’s senior leadership
team and reporting to the CEO, with the responsibilities and authority of a
senior executive assigned to him from time to time by the CEO with respect to
Corporation-wide strategic, planning, legal, retail banking and marketing,
investor relations, wealth management and lending activities. The Executive
shall also render services to any subsidiary or subsidiaries of the Corporation
as requested by the Corporation from time to time consistent with his executive
position and experience and with the terms of this Agreement. The Corporation
shall provide Executive with an office and administrative support commensurate
with its other senior executives. The Executive shall devote his best efforts
and reasonable time and attention to the business and affairs of the
Corporation and its subsidiaries to the extent necessary to discharge his
responsibilities hereunder. The Executive may (a) serve on charitable boards or
committees at the Executive’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 (b) manage
personal investments, so long as such activities do not interfere materially
with performance of his responsibilities hereunder. The Executive shall also be
elected as a director of the Corporation and the Bank.


 


4.             Compensation.


 


(a)           Base Compensation. During the Term, the Executive
shall be entitled the following compensation:


 


(i)            Salary.
The Corporation agrees to pay the Executive during the term of this Agreement a
base salary (the “Corporation Salary”) the annualized amount of which shall be
$650,000, which amount shall increase by $50,000 on each of the first four
anniversaries of the Effective Date, whereupon such increased amount shall be
the “Corporation Salary.”  The
Corporation Salary shall be paid no less frequently than monthly and shall be
subject to customary tax withholding. If and to the extent that the Bank and/or
any other entities directly or indirectly controlled by the Corporation (the “Consolidated
Subsidiaries”) pay salary or other amounts or provide benefits to the Executive
that the Corporation is obligated to pay or to provide to the Executive under
this Agreement, the Corporation’s obligations to the Executive shall be reduced
accordingly.


 


(ii)           Restricted Stock. On
the Effective Date and each anniversary thereof during the Term (a total of 5
annual awards), the Corporation shall grant to Executive a restricted stock
award under its 1997 Omnibus Stock Incentive Plan (the “Omnibus Plan”) (each an
“RS Award”). The number of shares to be awarded shall


 


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be equal to $200,000 divided by the fair market value of a share of
Corporation common stock on the date of grant as determined under the Omnibus
Plan. The restricted stock will vest as of the later of the last day of the
five-year Term, or three years (or such shorter period as may be permitted
under the Plan at the time of grant) after the date of grant, subject to full
vesting in the event the Executive’s death, disability or Retirement (as
defined under the Plan). In the event the Omnibus Plan shall be amended to
enable the Corporation to grant restricted stock units (“RSUs”), then RSUs,
payable following the Executive’s termination of employment in compliance with
Code Section 409A, shall be substituted for the RS Awards required to be made
under this Section 4(a)(ii).


 


(b)           Annual Incentive Bonus. During calendar years 2007
and 2008, on or before March 31st of each such year, the Board of
Directors shall establish performance targets relating, for 2007, to reasonable
progress toward post-Merger transition goals and for 2008, to satisfactory
conclusion of post-Merger integration activities based upon which the Executive
will be entitled to earn an annual cash incentive bonus (the “Annual Cash Bonus”)
for each such calendar year equal to $300,000. The Board of Directors may, in
its sole discretion, include the Executive in performance based program during
future calendar year periods, with any such bonus awarded being included in the
definition of “Annual Cash Bonus”. The Annual Cash Bonus earned by the
Executive for a calendar year shall be paid within two and one-half months
after the expiration of such calendar year; provided, however, in the event the
payment of the Annual Cash Bonus (or any portion thereof) when added to the
other compensation (which is taken into account under Section 162(m) of the
Internal Revenue Code of 1986, as amended, (the “Code”)) that is expected to be
paid to the Executive in the same calendar year would, in the reasonable
opinion of the Board of Directors, result in a limitation on compensation
deductibility under Section 162(m) of the Code, then in that event, the Annual
Cash Bonus (or affected portion thereof) shall be deferred in an amount
necessary to assure full deductibility of compensation paid to the Executive
for purposes of  Section 162(m) of the
Code, with the deferred amount being paid, together with interest from the date
of deferral to the date of payment at the average interest-bearing cost of
funds of the Bank (the deferred amount plus interest shall be deemed the “Deferred
Payment”),  as soon as practicable after
termination of Executive’s employment (subject to any delay which may be
required to comply with Code Section 409A) subject to limitation on
deductibility under Section 162(m) of the Code.


 


(c)           Additional Equity-Based Compensation. Commencing in
calendar year 2007, the Executive shall be eligible to be considered for an
award of stock options or other equity-based compensation under the Omnibus
Plan and any successor or substitute for such plan (the “Stock Option Plan”) by
the Committee (as defined in the Stock Option Plan) at such time as awards are
granted to other senior executives of the Corporation. Each option and other
equity-based award granted pursuant to the provisions of this Section 4(c)
shall have such term and be subject to a vesting schedule as the Committee
determines, provided: (i) such option to the extent outstanding and
unexercisable shall become fully exercisable upon the death or disability of
the Executive, (ii) such option to the extent outstanding and unexercisable
shall become fully exercisable upon a Change in Control (as defined in the
applicable Stock Option Plan) if the unexercisable portion of the option would
otherwise terminate or cease to be enforceable, in whole or in part, by reason
of such Change in Control and shall remain exercisable for at least one year
thereafter but not beyond the expiration of the option term, and


 


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(iii)
the option shall expire, terminate, and be forfeited upon a Termination for
Cause or a termination pursuant to Section 7(g) below.


 


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


 


5.             Benefits.


 


(a)           Participation
in Benefit Plans. While the Executive is employed by the Corporation, the
Executive shall be entitled to participate to the same extent as executive officers
of the Corporation and the Bank generally, in all plans, programs and practices
of the Corporation 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,
retirement or employee benefits (excluding bonus and long term incentive plans)
or combination thereof, to the extent he is not then covered by a similar
continuing plan of  FOBB or a similar
plan or program pursuant to Section 5(b) below.


 


(b)           Fringe Benefits. While the
Executive is employed by the Corporation, the Executive shall be eligible to
participate in, and receive benefits under, any other fringe benefit plans,
programs and practices or perquisites which are or may become generally
available to the Corporation’s or the Bank’s executive officers, including but
not limited to, supplemental medical or life insurance plans, company cars,
club dues, physical examinations, financial planning and tax preparation
services, provided that nothing in this sentence shall require the Corporation
to duplicate similar benefits provided to Executive pursuant to the remainder
of this Section 5(b). In addition, while the Executive is employed, the
Corporation agrees to provide or pay for (i) the Executive’s membership dues
and related business expenses in The Standard Club, (ii) use of an executive
luxury automobile (including reimbursement of expenses relating thereto), which
shall be replaced with a new vehicle at least every 3 years, (iii) continuation
of the Supplemental Pension Benefit Agreement (as contemplated by Section 19
hereof), (iv) benefits under the Senior Executive Life Insurance Plan, (v)
employer contributions under the Executive Deferred Compensation Plan, (vi)
Exec-U-Care or similar executive health benefits coverage (“Executive Medical
Coverage”), and (vii) home security system, travel club dues, periodicals,
financial planning assistance, and other fringe benefits and  perquisites, such benefits described in
clauses (i) through (vii) to be provided on a basis consistent with that
provided by FOBB to Executive prior the Effective Date,.


 


(c)           Post-Employment Health Benefit.
Pursuant to the Transitional Employment Agreement, the Executive has earned and
shall be entitled to receive, post-employment continuing health benefit
coverage from the Corporation or its successor in interest (the “Post-Employment
Health Benefit”) upon any termination of employment of the Executive, as
follows: (i) the Corporation (or its successor in interest) shall pay for or
provide Executive Medical Coverage (or if the Executive or spouse may elect,
medicare supplement or other health or care-related insurance coverage) for the
life of the Executive and his spouse, which shall be at


 


5

















 


the
Corporation’s (or its successor’s) sole cost; and (ii) the Corporation (or its
successor) shall, at the election of the Executive and, if Executive
predeceases her, Executive’s spouse, group medical and dental continuation
coverage under COBRA (or, use reasonable best efforts to provide comparable
coverage to the extent such continuation is not permitted under applicable
law), during the remainder of his and her lifetime at the sole cost of the Executive
and spouse, as applicable, subject to termination only for failure to timely
pay the appropriate premiums. The Corporation’s obligations and the coverages
provided under this Section 5(c) shall be subject to the following conditions
and limitations: (x) the coverage under clause (i) and clause (ii) shall be
secondary to any employer-sponsored group coverage or Medicare or other
government-sponsored or mandated program under which the Executive or spouse
may then be covered and (y) the Corporation’s obligations under clause (i)
shall cease after the aggregate amount expended by the Corporation equals the
Coverage Limit as defined below. The “Coverage Limit” shall equal $300,000 upon
the Executive’s termination of employment and the unused balance of such amount
at the end of each calendar year, commencing the full calendar year next
following employment termination, shall be increased by 5%.


 


6.             Vacations; Leave.
The Executive shall be entitled (i) to annual vacation equal to six weeks of
vacation at full pay and, commencing after the second anniversary of the
Effective Date, ten weeks of vacation pay at one-half of the then effective
Corporation Salary; (ii) to take during calendar year 2008, four weeks of
sabbatical leave at full pay accrued by Executive while employed by FOBB prior
to the Merger, and (iii) to voluntary leaves of absence, with or without pay,
from time to time at such times and upon such conditions as the Board of
Directors may determine in its discretion.


 


7.             Termination of
Employment.


 


(a)  Involuntary Termination. If the
Executive experiences an Involuntary Termination prior to the end of the Term,
such termination of employment shall be subject to the Corporation’s
obligations under this Section 7(a). If such Involuntary Termination occurs,
the Corporation shall, as agreed upon liquidated damages, continue to pay or
provide to Executive or Executive’s beneficiary for the compensation and
benefits described in Sections 4 and 5(b) (ii) (but excluding
reimbursement of related costs including but not limited to insurance,
maintenance, repairs, gasoline and operating expenses which shall be paid by
the Executive and the Executive shall cause MBFI and/or MB Bank to be a named
and covered insured party under the automobile insurance policy), (iii), (iv)
and (v) for the remainder of the Term as if such Involuntary Termination had
not occurred, provided Executive’s Annual Cash Bonus during calendar year 2007
and 2008 shall be at the $300,000 level, 
the value of the RS Awards described in Section 4(a)(ii) shall be paid
in cash on each anniversary of the Effective Date. In addition to the
foregoing, in connection with an Involuntary Termination, the Executive shall
be entitled to receive (A) any accrued Corporation Salary through the Date of
Termination within 30 days after the Date of Termination, (B) any unpaid Annual
Cash Bonus earned by the Executive for the preceding calendar year within the
time period set forth in Section 4(b) hereof, (C) reimbursement of any expenses
incurred through the Date of Termination in accordance with Section 4(d), (D)
all unpaid Deferred Payments and RSUs and (E) all vested benefits and amounts
under any plan, program or arrangement, including those referred to in Section
4, 5 or 19 the payment and other rights with respect to which shall be governed
by the terms thereof


 


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(collectively,
the “Accrued Compensation”) as well as the Post-Employment Health Benefit. If
the Executive should die after amounts become payable under this Section 7(a),
such amounts shall thereafter be paid to the Executive’s estate until satisfied
in full.


 


(c)           Termination for Cause. In the event of Termination
for Cause, the Corporation shall have no further obligation to the Executive
under this Agreement after the Date of Termination except for the Accrued
Compensation and neither the Executive nor his spouse shall be entitled to the
Post-Employment Health Benefit..


 


(d)           Voluntary Termination. The Executive may terminate
his employment voluntarily at any time by a notice pursuant to Section 9 of
this Agreement. In the event that the Executive voluntarily terminates his
employment other than by reason of any of the actions that constitute
Involuntary Termination (“Voluntary Termination”), the Corporation shall only
be obligated to the Executive for the amount of the Accrued Compensation and to
provide the Post-Employment Health Benefit, and the Corporation shall have no
further obligation to the Executive under this Agreement.


 


(e)           Death. In the event of the death of Executive
during the term of this Agreement and prior to any termination of employment,
the Corporation shall pay to the Executive’s estate the Accrued Compensation
and shall provide to the Executive’s surviving spouse or, in the event she does
not survive him, his beneficiaries the compensation described under Section 4
for a period of 18 months following the date of death, and in the case his
spouse survives him, she shall also receive the Post-Employment Health Benefit.


 


(f)            Disability. If the Executive becomes entitled to
benefits under the terms of the then-current disability plan, if any, of the
Corporation 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
Corporation or the Bank for executive officers. In the event of such
disability, this Agreement shall not be suspended, except that the Corporation’s
obligation to pay the Corporation Salary to the Executive shall be reduced in
accordance with the amount of disability income benefits received by the
Executive, if any, pursuant to this Section 7(f) such that, on an after-tax
basis, the Executive shall realize from the sum of disability income benefits
and Corporation Salary the same amount as he would realize on an after-tax
basis from the Corporation Salary if the Corporation’s obligation to pay salary
were not reduced pursuant to this Section 7(f). The Corporation may terminate
the employment of the Executive at any time after the expiration of one year
following such disability if such disability is then continuing, which
termination shall be an Involuntary Termination, but any compensation to be
paid to the Executive following such termination shall be reduced by disability
income benefits received by the Executive.


 


(g)           Regulatory Action. Notwithstanding any other
provisions of this Agreement, if the Executive 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. § 1818(e)(4) and (g)(1), all obligations of the Corporation under this
Agreement shall terminate as of the effective date of the order, except for the
obligation of the Corporation to pay the Accrued Compensation.


 


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(h)           No Other Obligation to Mitigate Damages. The
Executive shall not be obligated to mitigate amounts payable or arrangements
made under the provisions of this Section 7 and the obtaining of other
employment shall in no event effect any reduction of the Corporation’s
obligations under this Section 7.


 


8.             Tax
Gross Up Agreement. Contemporaneously with entering into this Agreement,
the Corporation and Executive shall enter into a Tax Gross-Up Agreement
substantially in the form filed by the Corporation on Form 8-K in November 2004
relating solely to a change in control of the Corporation, provided that the
Tax Gross-Up Agreement shall provide that it shall be unrestricted if the Executive
incurs an Involuntary Termination under this Agreement prior to the second
anniversary of the Effective Date. An “Involuntary Termination” under this
Agreement shall not be deemed a “Voluntary Termination” under the Tax Gross-Up
Agreement.


 


9.             Notice of Termination. Subject to the provisions
of Section 1(c) hereof, in the event that the Corporation or the Bank, or both,
desire to terminate the employment of the Executive during the term of this
Agreement, the Corporation or the Bank, or both, shall deliver to the Executive
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 Executive determines in good faith that he has experienced an
Involuntary Termination of his employment, he shall send a written notice to
the Corporation stating the circumstances that constitute such Involuntary
Termination and the date upon which his employment shall have ceased due to
such Involuntary Termination. In the event that the Executive desires to effect
a Voluntary Termination, he shall deliver a written notice to the Corporation,
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.


 


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


 


11.           Indemnification.
During Executive’s term
of employment with the Corporation and thereafter, the Corporation shall
indemnify and hold Executive harmless to the maximum extent now or hereafter
permitted under the Articles of Incorporation and By-Laws of the


 


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Corporation.
In the event that legal action is instituted or threatened against the
Executive during or after the term of his employment with, or membership on the
Board of Directors of, the Corporation, the Bank or any affiliate the
Corporation, in connection with such employment or membership, the Corporation
will advance to the Executive the costs and expenses incurred by Executive in
the defense of such action (including reasonable attorneys, expert and other
professional fees) to the maximum extent permitted by law without prejudice to
or waiver by the Corporation of its rights and remedies against the Executive. In
the event that there is a final judgment entered against the Executive in any
such litigation which, in accordance with its Articles of Incorporation and
By-Laws, is not subject to indemnification, then the Executive shall reimburse
the Corporation for all such costs and expenses paid or incurred by it in the
Executive’s defense of such litigation (the “Reimbursement Amount”). The
Reimbursement Amount shall be paid by the Executive within 30 days after
rendition of the final judgment and a determination by the Board of Directors
that such costs and expenses are not subject to indemnification. The parties
shall cooperate in the defense of any asserted claim, demand or liability
against the Executive or the Corporation or any of the Consolidated
Subsidiaries. The term “final judgment” as used herein shall be defined to mean
the decision of a court of competent jurisdiction, and in the event of an
appeal, then the decision of the appellate court, after petition for rehearing
has been denied, or the time for filing the same (or the filing of further
appeal) has expired. The  rights to indemnification
under this Section 11 shall be in addition to any rights which Executive may
now or hereafter have under any insurance contract maintained by the
Corporation or any of its other affiliates or any other agreement between
Executive and the Corporation or any of its affiliates or under the Merger
Agreement. Anything in this Agreement to the contrary notwithstanding,
Executive’s indemnification rights under this Section 11, the Articles of
Incorporation and By-Laws of the Corporation and applicable law, shall survive
the termination of Executive’s employment with the Corporation and his
membership on the Board of Directors of the Corporation, the Bank and any
affiliate of the Corporation.


 


12.           No Assignments.


 


(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; provided,
however, that this Agreement shall be binding upon and inure to the benefit of
any successor of the Corporation and the Corporation shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) by an assumption agreement in form and substance reasonably
satisfactory to the Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place. Failure of the
Corporation to obtain such an assumption agreement prior to the effectiveness
of any such succession shall be a breach of this Agreement and shall entitle
the Executive to compensation and benefits from the Corporation in the same
amount and on the same terms as provided in Section 7(a). For purposes of
implementing the provisions of this Section 12, the date on which any such
succession becomes effective shall be deemed the Date of Termination.


 


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


 


13.           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 five
days after the date that sent by certified mail, return receipt requested,
postage prepaid, to the Corporation at its home office, to the attention of the
Board of Directors with a copy to the Secretary of the Corporation, or, if to
the Executive, to such home or other address as the Executive has most recently
provided in writing to the Corporation.


 


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


 


15.           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.


 


16.           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.


 


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


 


18.           Successors to Code Sections. All provisions of this
Agreement referring to sections of the U.S.C. (United State Code) or to the
Code shall be deemed to refer to successor code sections in the event of
renumbering of code sections.


 


19.           Effect on Other Agreements.


 


(a)           Transitional Employment Agreement. As of the
Effective Date hereof, the Transitional Employment Agreement shall terminate
and be of no further force or effect. In consideration of such cancellation, to
the extent such cancellation payment is not paid by FOBB prior to the Merger,
the Corporation shall pay to the Executive a lump sum cash payment of
$3,000,000, provided that such amount shall be subject to reduction to the
extent necessary to avoid imposition of excise tax thereon under Code Section
4999.


 


(b)           Supplemental Pension Benefit Agreement. The
Corporation shall honor and assume the obligations of FOBB under the
Supplemental Pension Benefit Agreement, provided that for purposes thereof:


 


(i)            The Executive’s Credited Years of Service shall be 20 and
the accrual fraction shall be 100%;


 


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(ii)           The highest nominal rate of Corporation Salary paid during
the term of this Agreement (including any continuation period under Section 7)
shall be the Final Base Salary;


 


(iii)          in the event of termination of employment prior to January
1, 2015, the Supplemental Pension Benefit thereunder shall commence on the
later of the first day of the calendar year following or six months following
the Executive’s termination of employment, which termination for this purpose
shall not be deemed to occur until the earlier of the Executive’s voluntary
resignation or termination for Cause, death or expiration of the five-year Term
in the case of an Involuntary Termination,


 


(iv)          The actuarial equivalent benefit payable on such Early
Commencement Date shall be determined on the basis of the mortality table and
interest rate described in Section 417(e)(3)(ii) of the Internal Revenue Code
(or any successor provision thereto), and


 


(v)           The actuarial present value of the benefit to be provided
upon the Early Commencement Date shall not exceed the actuarial present value
as of the Early Commencement Date of  the
benefit to be provided to the Executive if benefits commenced on January 1,
2015 utilizing the mortality table and interest rate set forth in subpart (iv)
above.


 


(c)           Agreement Regarding Post-Employment Restrictive
Covenants. The Corporation shall assume and honor the Agreement Regarding
Post-Employment Restrictive Covenants, which agreement shall continue in full
force and effect with the Corporation being substituted for FOBB thereunder.


 


(d)           FOBB Stock Options. The Corporation shall assume
and honor the Executive’s FOBB Stock Options, as converted in accordance with
the Merger Agreement.


 


20.           Code Section 409A.
Notwithstanding any other provision of this Agreement or any of the
plans, programs or other agreements to which the Executive is a party or is a
participant to the contrary, if any provision of this Agreement or such plans,
programs or other agreements contravenes Code Section 409A or any rules,
regulations or other guidance issued by United States Department of Treasury
with respect to 409A, the Corporation shall 
reform this Agreement, or any provision thereof (including, without
limitation, an amendment instituting a six-month waiting period before a
distribution) or otherwise incorporate the necessary provisions to maintain to
the maximum extent practicable the original intent of the provision without
violating the provisions of Section 409A to the extent that the Corporation, in
its reasonable discretion, shall determine.


 


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


 


Attest:                                                                                                                                                                                                                                                           MB FINANCIAL, INC.


 


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  Secretary

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard M. Rieser, Jr.

  



 


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