NONCOMPETITION AGREEMENT









EXHIBIT 10.11




 




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 Chief Executive Officer of MCFC, the holding company

of The Mid-City National Bank of Chicago (“MCNB”), and




 




Whereas, following

consummation of the 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


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  E. M. Bakwin


  





 




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