exv10w3



 






EXHIBIT 10.3




MIDWEST BANC HOLDINGS, INC. 
STOCK AND INCENTIVE PLAN




RESTRICTED STOCK GRANT NOTICE 
(NON-EMPLOYEE DIRECTORS)



Pursuant
to the Midwest Banc Holdings, Inc. Stock and Incentive Plan (the “Plan”), Midwest
Banc Holdings, Inc. (the “Company”) hereby grants to Participant shares of the Company’s Common
Stock subject to all of the terms and conditions as set forth herein and in the Restricted Stock
Award Agreement (the “Award Agreement”), and the Plan, all of which are attached hereto and
incorporated herein in their entirety. Capitalized terms used herein shall have the meanings
assigned to them in the Plan unless the context otherwise requires or unless otherwise defined
herein.




	 	 	 	 	 
	a.

	 	Name of Participant:
	 	
	 
	 	 	 	 
	b.

	 	Date of Grant (Later of: fifth business
day after the date stockholders
approve
the Plan or fifth business day after
the
date on which the director is first
elected
by the shareholders):
	 	 

	 
	 	 	 	 

	c.

	 	Number of Shares Granted:
	 	 






Vesting
Schedule: Your rights in the Common Stock will vest as follows: one-third will vest on the
date of grant and one-third will vest on each of the two succeeding anniversaries of the date of
grant.



Period
of Restriction: The “Period of Restriction” begins on the date of the grant of the Common
Stock to you and ends on the date your rights in the Common Stock vest pursuant to the Vesting
Schedule described above.



Termination
of Service: In the event of your termination of service as a Director of the Company
for reasons other than Retirement, death or Disability and prior to the vesting of your rights in
the Common Stock, you must transfer the unvested shares of Restricted Stock to the Company.



Additional
Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Award Agreement and the Plan. Participant
further acknowledges that as of the Date of Grant, this Grant Notice, the Award Agreement and the
Plan set forth the entire understanding between Participant and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written agreements on that
subject with the exception of Restricted Stock previously granted and delivered to Participant
under the Plan.




	 	 	 	 	 
	midwest
banc holdings, inc.

	 	 	participant
	 
	 	 	 	 
	By:
	 
	 	 	 

	 	Signature

	 	 	Signature
	 
	 	 	 	 
	Title:
	 
	 	 	Date:
	 
	 	 	 	 

	 
	Date:
	 
	 	 	 






Attachments:

Award Agreement and Midwest Banc Holdings, Inc. Stock and Incentive Plan





 









 








MIDWEST BANC HOLDINGS, INC.
 STOCK AND INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT 
 (NON-EMPLOYEE DIRECTORS)



Pursuant to your Restricted Stock Grant Notice (“Grant Notice”) and this Restricted Stock Award
Agreement (the “Award Agreement”), Midwest Banc Holdings, Inc. (the “Company”) has granted you
Restricted Stock under the Midwest Banc Holdings, Inc. Stock and Incentive Plan (the “Plan”).
Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the
same definitions as in the Plan.



The details of your Restricted Stock are as follows:



1.
VESTING. Subject to the limitations contained herein, your Shares will vest as provided in your
Grant Notice. In general, if you
terminate your service for reasons other than your Retirement, death, or Disability before your
rights in the Common Stock fully vest,
the portion of the Common Stock that is not vested will be forfeited.



2.
NUMBER OF SHARES. The number of shares of Restricted Stock referenced in your Grant Notice may
be adjusted from time to
time for changes in corporate capitalization in accordance with the terms of the Plan.



3. EXECUTION AND RETURN OF RESTRICTED STOCK GRANT NOTICE. Within fifteen (15) days from the Date of
Grant
set forth in the Restricted Stock Grant Notice, you will, if you desire to accept the Award, return
two executed copies of the Restricted
Stock Grant Notice.



4. SECURITIES LAW REPRESENTATIONS AND ACKNOWLEDGEMENTS. As a condition to the grant of the
Restricted
Stock, you represent and warrant that you are purchasing the Shares solely for investment purposes
and not with an intention to
transfer, sell or otherwise dispose of such shares, except as permitted pursuant to the Plan and in
compliance with applicable securities
laws. You also acknowledge that you understand that the Shares are subject to the transfer
restrictions set forth in this Paragraph 4
and Paragraph 7 below. Each certificate evidencing Shares issued to you hereunder shall bear a
legend in substantially the following
form:




RESTRICTED SHARES





THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
ALL TERMS, CONDITIONS, AND RESTRICTIONS OF THE MIDWEST BANC
HOLDINGS, INC. STOCK AND INCENTIVE PLAN, A COPY OF WHICH IS ON
FILE AND AVAILABLE FOR INSPECTION DURING NORMAL BUSINESS HOURS AT
THE COMPANY’S PRINCIPAL OFFICE.


5. VOTING RIGHTS. You may exercise full voting rights with respect to the Shares of Restricted
Stock.



6. DIVIDENDS. You shall be entitled to receive all dividends and other distributions paid with
respect to the Shares of Restricted
Stock. If any such dividends or distributions are paid in Shares, the Shares shall be subject to
the same restrictions on transferability
as the Shares of Restricted Stock with respect to which they were paid.



7. TRANSFERABILITY. Your Restricted Stock may not be sold, transferred, pledged, assigned or
otherwise alienated or
hypothecated until the termination of the Period of Restriction.



8.
AWARD AGREEMENT NOT AN EMPLOYMENT CONTRACT. This Award Agreement is not an employment or service
contract, and nothing in this Award Agreement shall be deemed to create in any way whatsoever any
OBLIGATION on your part to
continue in the employ of the Company or a Subsidiary, or of the Company or a Subsidiary to
continue your employment. In addition,
nothing in this Award Agreement shall obligate the Company or a Subsidiary, their respective
shareholders, Boards, officers or
Employees to continue any relationship that you might have as a Director or consultant for the
Company or a Subsidiary.




 









 








9. TAX TREATMENT.




     (a) In general, the excess of the Restricted Stock’s Fair Market Value at the date when
there is no substantial risk of forfeiture or
restrictions on transferability lapse (whichever occurs first) over any price paid for the
stock is treated as compensation income to you,
and any subsequent change in the value of the Shares will be recognized for tax purposes as
capital gain or loss upon the disposition of
the Shares.



     (b) In the alternative, you may elect under section 83(b) of the Code to recognize
compensation income at the time of the initial
transfer of the shares, based on the value of the shares at that time (rather than at the time
of vesting). In that event, no income will be
recognized upon lapse of the risk of forfeiture or restrictions on transferability, and
subsequent appreciation or depreciation will be
recognized as capital gain or loss. You should note that you will not be entitled to recover
taxes paid if the shares with respect to
which a section 83(b) election was made are later forfeited.



     (c) Before making a choice, you should consult with qualified tax counsel to obtain more
information regarding the
advantages and disadvantages of making a section 83(b) election.


10. WITHHOLDING OBLIGATIONS.




     (a) At the time the restrictions on your Restricted Stock lapse or upon such earlier taxable
event arising as a result of the Award granted hereunder, you hereby authorize withholding from amounts payable to you as a director,
and otherwise agree to make
adequate provision for any sums required to satisfy the Federal, state, local and foreign tax
withholding obligations of the Company or
a Subsidiary, if any, which arise in connection with your Restricted Stock.



     (b) Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable
conditions or restrictions of law, the Company may withhold Shares having a Fair Market Value
on the date the tax is to be
determined equal to the minimum statutory total tax which would be imposed on the transaction.


11. NOTICES. Any notices provided for in your Restricted Stock or the Plan shall be given in
writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by mail by the Company to you,
five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the last address you provided to the
Company.



12. GOVERNING PLAN DOCUMENT. Your Restricted Stock is subject to all the provisions of the Plan,
the provisions of which
are hereby made a part of this Award Agreement, and is further subject to all interpretations,
amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this
Award Agreement and those of the Plan, the provisions of the Plan shall control.



13. BINDING EFFECT; SEVERABILITY. This Award Agreement shall inure to the benefit of and be binding
upon the parties
hereto and their respective heirs, executors, administrators, successors and any permitted assigns.
In the event any provision of this
Award Agreement shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remainder of the
Award Agreement.





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