NONCOMPETITION AGREEMENT









EXHIBIT

10.12




 




NONCOMPETITION

AGREEMENT




 




This

Noncompetition Agreement (this “Agreement”) is entered into this 6th

day of November, 2001, by and between MB-MidCity, Inc. (the “Corporation”) and

E.M. Bakwin (the “Executive”).




 




Whereas, prior

to the merger (the “Merger”) of MidCity Financial Corporation (“MCFC”) into the

Corporation, which after consummation of the Merger shall be named MB

Financial, Inc., the Executive is employed as President of MCFC and prior to

the merger (the "Bank Merger") of certain bank subsidiaries of the

Corporation into The Mid-City National Bank of Chicago ("MCNB") is

employed as Chief Executive Officer of MCNB, and




 




Whereas,

following consummation of the Merger and the Bank Merger, the Executive shall

not be so employed,




 




Now therefore,

in consideration of the mutual covenants and agreements hereinafter set forth,

the Corporation and the Executive hereby agree as follows:




 




1.     The

Executive hereby covenants and agrees that, during the five year period

following the consummation of the Merger (the “Noncompete Period”), he shall

not, without the written consent of the Corporation and MCNB (or their

respective successors),




 




(a)          become an officer, employee, consultant,

director or trustee of, or provide services directly or indirectly for

compensation in any capacity whatsoever to, any savings bank, savings and loan

association, savings and loan holding company, bank or bank holding company, or

any direct or indirect subsidiary or affiliate of any such entity (other than

the Corporation and its subsidiaries or affiliates) if such entity or any of

its direct or indirect subsidiaries or affiliates maintains an office in the

State of Illinois or in any other state where the Corporation or MCNB (or their

respective successors) or any of their respective subsidiaries or affiliates

maintain an office;




 




(b)         solicit or offer employment to any officer or

employee of the Corporation or any of its subsidiaries or affiliates, or take

any action intended, or that a reasonable person acting in like circumstances

would expect, to have the effect of causing any officer or employee of, or

person or entity (including but not limited to customers and vendors) doing

business with, the Corporation or any of its subsidiaries or affiliates to

terminate his, her or its employment or business relationship with the

Corporation or any of its subsidiaries or affiliates; or




 




(c)          provide any information, advice or

recommendation with respect to any officer or employee of the Corporation or

any of its subsidiaries or affiliates to any savings bank, savings and loan

association, savings and loan holding company, bank or bank holding company or

any direct or indirect subsidiary or affiliate of such entity, that is




 





























intended, or that a

reasonable person acting in like circumstances would expect, to have the

effect of causing any such officer or employee to terminate his or her




 




employment and accept employment or become

affiliated with, or provide services for compensation in any capacity

whatsoever to, such other entity.




 




2.     The

Company covenants and agrees that it shall pay to the Executive the sum of

$50,000 per year during the Noncompete Period in approximately equal monthly

installments.




 




3.     After

the expiration of three years following the consummation of the Merger, the

Executive may elect to terminate this Agreement by written notice delivered to

the Corporation, to the attention of its Chief Executive Officer, specifying

the date on which this Agreement shall terminate (the “Termination Date”).  In the event that the Executive so

terminates this Agreement, as of the Termination Date, the obligations of the

Executive under Section 1 of this Agreement and the obligations of the

Corporation under Section 2 of this Agreement shall terminate.




 




4.     The

Executive acknowledges that the restraints placed upon him under this Agreement

are fair and reasonable under the circumstances and that if he should commit a

breach of any of the provisions of Section 1 of this Agreement the

Corporation’s remedies at law would be inadequate to compensate it for its

damages.  The parties agree that in the

event of any breach by the Executive of any of the provisions of Section 1 of

this Agreement, the Corporation shall be entitled to injunctive relief in addition

to its remedies at law, and if the Corporation is required in any injunction

proceeding to post a bond, the parties agree that it shall be in a nominal

amount.




 




5.     This

Agreement shall be governed by the laws of the State of Illinois.




 




6.     This

Agreement represents the entire agreement between the Corporation and the

Executive concerning its subject matter and may not be modified except by a

written agreement signed by the parties.




 




	

   


  	

  MB-MidCity,

  Inc.


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  
	

   


  	

  Its:


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Executive


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Kenneth A.

  Skopec


  





 




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