Exhibit 10.28


     

    TRANSITIONAL
      EMPLOYMENT AGREEMENT

     

    This
      Agreement is made as of the 26th day of January, 1999, by and between First
      Oak
      Brook Bancshares, Inc., a Delaware corporation (the "Employer") and the
      undersigned officer (the "Executive").

     

    WITNESSETH:

     

    WHEREAS,
      the Executive is being hired by the Employer's subsidiary, Oak Brook Bank;
      and

     

    WHEREAS,
      the Employer wishes to assure both itself and the Executive of continuity of
      management in the event of any actual Change in Control (as defined in Paragraph
      2) of the Employer on the terms and conditions set forth herein;
      and

     

    WHEREAS,
      the Executive desires to provide such services and continuity; and

     

    WHEREAS,
      to achieve this purpose, the Board of Directors of the Employer considered
      and
      approved this Agreement to be entered into with the Executive as being in the
      best interests of the Employer and its stockholders;

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants set forth
      herein, the parties hereto agree as follows:

     

    1.   Term.
      This
      Agreement shall become effective upon the occurrence of a Change in Control
      (as
      defined in Paragraph 2, below) (hereinafter called the "Effective Date of this
      Agreement") and shall remain in effect for a term continuing until the end
      of
      the twelfth (12th) calendar month following the month in which the Effective
      Date of this Agreement occurs; provided, however, that, anything in this
      Agreement to the contrary notwithstanding, if a Change in Control occurs and
      if
      the Executive's employment with the Employer was terminated within six (6)
      months prior to the date on which the Change in Control occurs, and if it is
      reasonably demonstrated by the Executive that such termination of employment
      (a)
      was at the request of a third party who was taking steps reasonably calculated
      to effect a Change in Control or (b) otherwise arose in connection with or
      anticipation of a Change in Control, then for all purposes of this Agreement
      the
      "Effective Date of this Agreement" shall mean the date immediately prior to
      the
      date of such termination of employment,

     

    2.  Change
      in Control.
      For the
      purposes of this Agreement, a "Change in Control" sha11 be deemed to have
      occurred if:

     

    
      	a)  	
              Any
                “person” is or becomes the “beneficial owner” directly or indirectly of
                securities of the Employer representing more than fifty percent (50%)
                of
                the combined voting power of the Employer's then outstanding securities
                entitled to vote generally in the election of directors (the "Voting
                Stock"); or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	b)  	
              Continuing
                Directors cease for any reason to constitute at least a majority
                of the
                entire Board of Directors of the Employer;
                or

            


    

     

    
      	c)  	
              The
                consummation of a business combination involving the Employer (or
                any
                direct or indirect subsidiary of the Employer) occurs, unless after
                such a
                business combination (i) the shareholders of the Employer immediately
                prior to the business combination continue to own, directly or indirectly,
                more than fifty percent (50%) of the combined voting power of the
                then
                outstanding voting securities entitled to vote generally in the election
                of directors of the new (or continuing) entity immediately after
                the
                business combination, and (ii) at least a majority of the members
                of the
                board of directors of the entity resulting from the business combination
                were Continuing Directors at the time of the execution of the initial
                agreement, or of the action of the Board, providing for such business
                combination; or

            


    

     

    
      	d)  	
              A
                complete liquidation or dissolution of the Employer or consummation
                of the
                sale or other disposition of all or substantially all of the assets
                of the
                Company.

            


    

     

    For
      purposes of foregoing, “person” and “beneficial owner” shall be as defined in
      Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended,
      and
      the regulations thereunder. A Change in Control shall not be deemed to have
      occurred under subparagraph (a) above, if the beneficial owner is a corporation
      owned directly or indirectly by the shareholders of the Employer in
      substantially the same proportions as their ownership of the Voting Stock,
      an
      employee benefit plan of the Employer or any subsidiary of the Employer, or
      any
      person who, as of January 26, 1999, is the beneficial owner of more than fifty
      percent (50%) of the Voting Stock. For purposes of subparagraph (b), an
      individual will be a “Continuing Director” if he or she is a director of the
      Employer on January 26, 1999, or becomes a director of the Employer thereafter,
      provided the individual was elected, or was nominated for an election to occur
      at a meeting of stockholders, by a majority of the Continuing Directors still
      in
      office; provided, however, that in no event shall an individual be considered
      a
      Continuing Director if the individual was designated for election or nomination
      by a person who has entered into an agreement with the Employer to effect an
      acquisition described in subparagraph (a) or a business combination described
      in
      subparagraph (c). For purposes of subparagraph (c), a business combination
      shall
      mean a merger or consolidation, or an issuance of securities by the Employer
      in
      connection with a merger or consolidation, involving the Employer (or any direct
      or indirect subsidiary of the Employer).

     

    3.  Employment.
      The
      Employer hereby agrees to continue or to cause one of its affiliates to continue
      the Executive in its employ for a period of twelve (12) months commencing on
      the
      Effective Date of this Agreement (the “Employment Period”) with title, duties
      and responsibilities comparable to those of the Employer's or Oak Brook Bank's
      senior bank officers immediately prior to the Effective Date of this Agreement,
      as the same may from time to time be assigned or reassigned to the Executive
      by
      the Board of Directors of the Employer or such affiliate which employs
Executive.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    4.  Compensation.
      During
      the Employment Period, the Executive shall receive an annual salary at a rate
      which is not less than her rate of annual salary immediately prior to the
      Effective Date of this Agreement.

     

    


     

    5.  Termination
      During Employment Period.

     

    (a)  For
      purposes of
      this
      Agreement, the
      term
      "termination" shall mean (i) termination by the
      Employer
      of the employment of the Executive with the Employer and all of its affiliates
      for any reason other than death, disability or "cause"
      (as
      defined below), or (ii) resignation of the Executive for "constructive
      discharge" (as defined below).

     

    (b)  The
      term
      "constructive discharge" shall mean the Executive's resignation from the
      Employer and all of its affiliates upon any one of the following:

     

    (i)  the
      failure of the Employer to pay the annual salary contemplated by Paragraph
      4 of
      this Agreement;

     

    (ii)  there
      shall have occurred a material diminution in the Executive's
      duties
      and responsibilities from those in effect prior to the Effective Date of this
      Agreement; and/or

     

    (iii)  the
      Employer changes the Executive's (A) primary employment location to a place
      that
      is more than 35 miles from Executive's primary employment location as of the
      Effective Date of the Agreement and/or (B) regularly scheduled work hours
      significantly from such hours as of the Effective Date of the
      Agreement,

     

    (c)  The
      term
      "cause" means (i) felony conviction resulting from an act or acts of
dishonesty
      or breach of trust, other than a felony predicated upon the Executive's
      vicarious liability or
      (ii)
      the Executive's continued and willful failure to substantially perform her
      duties under this Agreement.
      For purposes of this paragraph,
      no act or failure to act on the Executive's part
      will
      be
      considered "willful" unless done, or omitted to be done, by her not in good
      faith and without reasonable
      belief that her action or omission was in the interests of the Employer and
      its
      affiliates
      or not
      opposed to the interests of the Employer and its affiliates,

     

    6.   Confidentiality.
      The
      Executive agrees
      that during
      and after the Employment Period, she
      shall
      retain in confidence any confidential information known to her concerning the
      Employer
      and its
      affiliates and their respective businesses for as long as such information
      is
      not publicly disclosed.

     

    7.  Termination
      Benefits,
      In the
      event of a termination of the Executive during the Employment Period, the
      Employer shall provide or shall cause one or more of its affiliates to provide,
      and the Executive shall, upon execution of a Release and Severance Agreement
      in
      the form attached hereto as Appendix A, shall be entitled to receive the
      following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)  The
      Executive shall, notwithstanding such termination, be entitled to continue
      to
      receive salary payments for twelve (12) months from the date of termination
      (which twelve month period shall be treated hereunder as a continuation of
      Employment Period) based on the rate of annual salary in effect pursuant to
      Paragraph 4 of this Agreement, provided that the payments pursuant to this
      Paragraph 7(a) shall be subject to reduction in accordance with Paragraph
      8(a).

     

    (b)  Payment
      of all accrued but deferred bonuses as of the Effective Date of this Agreement,
      or if later, the date of termination, which payments shall be made in
      installments on such dates and in such amounts as such bonuses would have been
      paid notwithstanding such termination.

     

    (c)  The
      Executive (and, if applicable, Executive's dependents) shall be entitled to
      maintain group medical and dental coverage under the continuation coverage
      provisions of such plans ("COBRA Coverage"), which entitlement shall,
      notwithstanding any other provisions of the group plan to the contrary, be
      subject to termination only in the event of the failure of the Executive or
      the
      dependent to timely pay the appropriate premium for such coverage, provided,
      that the Employer shall pay on behalf of the Executive (and, if applicable,
      the
      Executive's dependents) the appropriate premium for the first 12 months of
      such
      coverage, and, provided further that such coverage shall be secondary to any
      group coverage (including Medicare or any government-sponsored or mandated
      program) subsequently obtained or covering the Executive or
      dependent.

     

    The
      Executive agrees that if she is terminated and receives the benefits set forth
      in this paragraph 7, she will not recruit or solicit any employees of the
      Employer or the Employer's subsidiaries to leave the employment of the Employer
      or the Employer's subsidiaries nor shall she solicit any customers of the
      Employer or the Employer's subsidiaries to cease doing business with the
      Employer or the Employer's subsidiaries during the Employment
      Period,

     

    8. Reduction
      of Payments Due to Excise Tax.

    (a)
      If it
      is determined (in the reasonable opinion of independent public accountants
      then
      regularly retained by the Employer in consultation with tax counsel acceptable
      to Executive), that any amount payable to Executive by the Employer under this
      Agreement or any other plan, program or arrangement under which Executive
      participates or is a party would constitute an "Excess Parachute Payment" within
      the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
      from time to time (the "Code"), subject to the excise tax imposed by Section
      4999 of the Code, as amended from time to time (the "Excise Tax"), then the
      amounts payable to the Executive shall be reduced to the extent necessary so
      that no portion of such amounts payable to the Executive is subject to the
      Excise Tax. The determination of the amount of reduction, if any, in the mounts
      payable to the Executive under Paragraphs 7(a) and 7(b) under Paragraphs 7(a)
      and 7(b) shad be made in good faith by the Employer's Compensation Committee
      after consultation with the independent public accountants then regularly
      retained by the Employer and tax counsel acceptable to the Executive, and a
      written statement setting forth the calculation thereof shall be provided to
      the
      Executive. If amounts payable to the Executive are to be reduced pursuant to
      this Paragraph 8(a), the Employer's Compensation Committee, after consultation
      with the Executive, shall determine the payments to be so reduced.

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    (b)  In
      the
      event it is determined that the Excise Tax may be imposed on the Executive
      prior
      to any reductions pursuant to the preceding Paragraph 8(a), the Employer and
      the
      Executive agree to take such actions as they may, in good faith, agree to take
      to avoid any such reduction,

     

    (c)  The
      Employer shall withhold from any amounts paid under this Agreement the amount
      of
      any applicable federal, state, or local taxes then required to be withheld.
      Computations under this Paragraph 8 shall be made by the independent public
      accountants then regularly retained by the Employer in consultation with tax
      counsel acceptable to Executive. The Employer shall pay all accountants' and
      tax
      counsel's fees and expenses,

     

    9.   No
      Obligation to Mitigate Damages.
      The
      Executive shall not be obligated to seek other employment in mitigation of
      amounts payable or arrangements made under the provisions of this Agreement
      and
      the obtaining of any such other employment shall in no event effect any
      reduction of the Employer's obligations under this Agreement.

     

    10.  Enforcement;
      Arbitration.

     

    (a)
      In
      the event the Employer shall fail to pay any amounts due to Executive or any
      successor under this Agreement or any plan, program or arrangement referred
      to
      herein as they come due, the Employer agrees to pay interest on such amounts
      at
      the prime rate of interest as from time to time published in The
      Wall Street Journal
      (Midwest
      Edition) until
      paid.

     

    (b)  Each
      of
      the Employer and the Executive or any successor shall have the right and option
      to elect to have any dispute or controversy arising under or in connection
      with
      this Agreement, or any plan, program or arrangement referred to herein, or
      any
      breach thereof, settled exclusively by arbitration, conducted before an
      arbitrator in accordance with rules of the American Arbitration Association
      then
      in effect. Judgment may be entered on the award of the arbitrator in any court
      having jurisdiction. Any such arbitration shall be held in Chicago,
      Illinois.

     

    (c)  The
      Employer shall pay all reasonable legal fees, costs of litigation, and other
      reasonable expenses incurred by the Executive or any successor who is successful
      pursuant to Legal judgment, arbitration or settlement in a challenge resulting
      from the Employer's refusal to pay any amounts due under this Agreement or
      any
      plan, program or arrangement referred to herein to which it is determined that
      the Executive or successor is entitled, or as a result of the Employer's
      contesting the validity, enforceability or interpretation of this Agreement
      or
      any such plan, program or arrangement.

     

    (d)  As
      a
      condition precedent to the commencement of any action under this Agreement
      or
      any plan, program or arrangement referred to herein, each of the Employer or
      the
      Executive or any successor agree to provide written notice (“initial notice”) at
      least fifteen (15) business days prior to initiating any such action wherein
      such party shall (i) agree to submit such dispute to non-binding mediation
      to be
      held in Chicago, Illinois at JAMS/Endispute (or a similar organization) within
      30 days of such notice and (ii) indicate whether such party is invoking
      arbitration pursuant to Paragraph 10(b) above, The party receiving such notice
      shall agree to submit

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    to
      such
      mediation and, if the initial notice did not include an election invoking
      arbitration, then the receiving party may by written notice within ten (10)
      business days following receipt of the initial notice elect to invoke
      arbitration pursuant to said Paragraph 10(b).

     

    11.   Payment
      in the Event of Death.
      Upon the
      death of the Executive prior to a termination, any payment due and owing by
      the
      Employer to Executive under this Agreement shall be made to such beneficiary
      as
      Executive may designate in writing, or failing such designation, the executor
      of
      her estate. Upon the death of the Executive after a termination has occurred,
      then the beneficiary designated by the Executive or, if no beneficiary has
      been
      designated, his executor shall be entitled. to a lump sum death benefit equal
      to
      the present value of the payments that were retraining to be paid under
      Paragraph 7(a) as of the date of death. Such lump sum present value payment
      shall be determined using an interest rate per a rum equal to the prime rate
      of
      interest as published in The
      Wall Street Journal (Midwest Edition)
      on the first business day of the month in which the executive's death
      occurred and shall be paid within 30 days of the date of death. Such payments
      shall be in addition to the amount of the bonus payment, if any, which may
      thereafter be due under Paragraph 7(b), any other death benefits provided by
      the
      Employer or under any plan, program or arrangement maintained by the
      Employer,

     

    12.   Notices.
      Any
      notices, requests, demands and other communications provided for
      by
      this Agreement shall be
      sufficient if in writing and if sent by registered or certified mail to the
      Executive at the last address he has filed in writing the Employer or, in the
      case of the Employer, at its principal executive offices.

     

    13.   Non-Alienation.
      The
      Executive shall not have any right to pledge, hypothecate, anticipate or in
      any
      way create a lien upon any amounts provided under this Agreement; and no
      benefits payable hereunder shall be assignable in anticipation of payment either
      by voluntary or involuntary acts, or by operation of law, except by will or
      the
      laws of descent and distribution.

     

    14.  Governing
      Law.
      The
      provisions of this Agreement shall be construed in accordance with the laws
      of
      the State of Illinois.

     

    15.  Amendment.
      This
      Agreement may be amended or canceled by mutual agreement of the parties in
      writing (which, with respect to the Employer in the case of an amendment prior
      to the Effective Date of the Agreement, shall have been approved by resolution
      of the Board of Directors of the Employer) without the consent of any other
      person and, so long as the Executive lives, no person, other than the parties
      hereto, shall have any rights under or interest in this Agreement or the subject
      matter hereof.

     

    16.  Binding
      Effect; Successors.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the Employer and any successor of the Employer and to the benefit
      of Executive's executors, administrators, legal representatives, heirs and
      legatees. The Employer shall require any successor or assignee, whether direct
      or indirect, by purchase, merger, consolidation or otherwise, expressly and
      unconditionally to assume and agree to perform the Employer's obligations under
      this Agreement, whereupon such successor or assignee shall become the Employer
      hereunder.

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

    17.
      Severability.
      In the
      event that any provision or portion of this Agreement shall be determined to
      be
      invalid or unenforceable for any reason, the remaining provisions of this
      Agreement shall be unaffected thereby and shall remain in full force and
      effect.

     

    IN
      WITNESS WHEREOF,
      the
      Executive has hereunto set her hand and, pursuant to the authorization from
      its
      Board of Directors, the Employer has caused this Agreement to be executed in
      its
      name on its behalf, and its corporate seal to be hereunto affixed and attested
      by its Secretary, all as of the day and year first above written.

     

    



     

    FIRST
      OAK
      BROOK BANCSHARES, INC.

     

    
      
        	 By:	 	  By:	 
	 Its: President 	 	 Employee	 
	 	 	 	 


      

    

                                       

     

    


    ATTEST: