exhibit10_12.htm


     

    EXHIBIT
10.12

     

     

    MB
FINANCIAL, INC.

     

    Agreement
Regarding Salary Adjustment and

     

    Portion
of Salary Payable by Stock

     

    Jill
York:

     

    By action
of the Organization and Compensation Committee (the “Committee”) of the
Board of Directors (the “Board”) of MB Financial, Inc. (the “Company”) and of
the Board, you have been awarded additional base compensation effective January
1, 2010 (the “Salary Adjustment”) equal to $156,000 on an annualized basis, of
which 60%, or $93,600, will be payable in Company common stock (the “Salary
Stock”) and the remainder paid in cash.  The Salary Stock will to be
paid to you in Shares as an Other Stock-Based Award under the Company’s Amended
and Restated Omnibus Incentive Plan (the “Plan”), subject to
the requirements set forth in this agreement (the “Agreement”).  Unless
otherwise indicated, the capitalized terms used herein shall have the same
meaning as set forth in the Plan.

     

    1. Annual
Salary Stock Award.  Subject to your continued employment with
the Company or its subsidiaries, your Salary Stock shall be paid to you in
bi-weekly installments, at the conclusion of each of the Company’s bi-weekly pay
periods, in the amount of $3,600.00.

     

    2. Number of
Shares.  The number of shares of Salary Stock to be awarded to
you with respect to each bi-weekly pay period will be determined with respect to
each pay period by dividing $3,600.00 by the reported closing price on the
NASDAQ Global Select Market for a share of Company common stock on the pay date
for such period (or if not a trading day, then on the immediately preceding
trading day), rounded to the nearest whole share.  The number of
shares of Salary Stock to be awarded to you with respect to a bi-weekly pay
period during which you terminate employment, shall be pro-rated based on the
number of days during such pay period until the date of your termination of
employment.

     

    3. Vesting/Transfers
Void.  The shares of Salary Stock subject to this Agreement
shall be fully vested as of the date of their grant to you, but may not be
sold, transferred, or otherwise disposed of, pledged or otherwise hypothecated
until the earlier of (i) the second anniversary of the date of grant, or (ii)
your termination of employment due to your death or Disability.  Any
purported transfer or encumbrance of the shares of Salary Stock prior to the
time set forth in this paragraph 3 shall be void, and the other party to any
such purported transaction shall not obtain any rights to or interest in such
shares of Salary Stock.

     

    4. Rights as
a Stockholder.  From and after the date of grant, you shall
have all of the rights of a stockholder with respect to the shares of Salary
Stock granted hereby, including the right to vote the shares of Salary Stock and
receive any dividends that may be paid thereon; provided however that any
additional common shares or other securities that you may become entitled
to receive pursuant to a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, separation or reorganization or any
other change in the capital structure of the Company shall be subject to the
same terms and restrictions as the shares of Salary Stock covered by this
Agreement, including, without limitation, Section 3.

     

    5. Tax
Withholding.  In the event withholding of the cash portion of
the Salary Adjustment is insufficient to satisfy any withholding obligation
relating to the Salary Adjustment amount (including the Salary Stock), you shall
be permitted to satisfy, in whole or in part, any withholding tax obligation
that may arise in connection with the bi-weekly payment of the Salary
Adjustment (including the Salary Stock) pursuant to this Agreement by delivering
to the Company of common shares of the Company or cash an amount equal to such
withholding tax obligation or, alternatively, the withholding tax obligation
may be satisfied by the Company withholding shares of Salary
Stock.

     

    6. Condition.  Payment
of the Salary Adjustment is conditioned upon your execution and delivery of this
Agreement to the Company.  The Salary Adjustment shall be paid to you
solely during your employment with the Company and its subsidiaries and shall
terminate on termination of such employment for any reason.

     

    7. Amendment
and Modification.  The Board (or Committee, as authorized) may,
in its sole discretion, and without your consent, at any time terminate, suspend
or modify this Agreement.  The terms and conditions of this Agreement
are intended to comply with applicable law and shall be subject to and limited
by any requirements or limitations that may apply under any applicable law,
including the Emergency Economic Stabilization Act of 2008 as amended from time
to time, including as amended by the American Recovery and Reinvestment Act of
2009 (“EESA”)
and all regulations and guidance promulgated thereunder from time to time
(collectively, the “TARP
Requirements”).  In the event that all or any portion of this
Agreement is found to be conflict with the TARP Requirements, then in such event
this Agreement shall be automatically modified to reflect the requirements of
the law, regulation and/or guidance, and this Award shall be interpreted and
administered accordingly.  As a condition of your receiving the Salary
Adjustment, including the Salary Stock, you acknowledge that (i) this Agreement
remains subject to the TARP Requirements, (ii) it is subject to modification in
order to comply with TARP Requirements, and (iii) you agree to immediately repay
all amounts that may have been paid to you under this Agreement that are
later determined to be in conflict with the requirements.

     

    8. Not An
Employment Agreement.  Nothing herein contained shall be
construed as a commitment to or agreement with you to continue your employment
with the Company or any of its Subsidiaries, and nothing herein contained shall
be construed as a commitment or agreement on the part of the Company to continue
your employment or your annual rate of compensation for any period.

     

    
      	
              December
      24, 2009

            	
              MB
      Financial, Inc.

              /s/Rosemarie Bouman

               

            
	
              Acknowledged
      and Agreed:

              /s/Jill E.
      York

               

              December
      24, 2009

            	 
      
	 
      	 
      


    

    



    
      
        Form 10-K