exv10w16



 






Exhibit 10.16




FIRST OAK BROOK BANCSHARES, INC.



OAK BROOK BANK



Agreement Regarding

Confidentiality, Non-Solicitation of Customers and Employees

and Prohibited Conduct



     This Agreement is made by and between the
undersigned (“Employee”) and First Oak Brook
Bancshares, Inc., Oak Brook Bank and/or a subsidiary or affiliate of either of them (each such
entities, separately and collectively referred to herein as “Bank”).



     As a condition to and in consideration of
Employee’s employment and/or continued employment by
the Bank, and/or Employee’s eligibility to receive and/or receipt of awards of bonus or incentive
compensation under the First Oak Brook Bancshares, Inc. Incentive Compensation Plan and/or a
similar or successor plan, or otherwise (such awards “Incentive Awards”), the parties agree to the
following:



1. CONFIDENTIAL INFORMATION




     1.1 Disclosure or Use.
Employee understands and acknowledges, that by virtue of his
or her employment with Bank, he or she will learn or develop Confidential Information (as that term
is defined herein). Employee further acknowledges that unauthorized disclosure or use of such
Confidential Information, other than in discharge of his or her duties, will cause the Bank
irreparable harm. Accordingly, during the term of his or her employment and thereafter, Employee
agrees not to use any Confidential Information except in furtherance of his or her duties for the
Bank, nor to disclose any Confidential Information except to officers or other Employees of the
Bank when it is necessary, in the ordinary course of business, to do so. Upon termination of
employment with the Bank for any reason, Employee shall not, directly or indirectly, disclose,
publish, communicate or use on his or her behalf or another’s behalf, any Confidential Information.
Employee acknowledges that the Bank operates and competes in Illinois and other jurisdictions, and
that the Bank will be harmed by unauthorized disclosure or use of Confidential Information,
regardless of where such disclosure or use occurs, and that therefore this confidentiality
agreement is not limited to any single state, country or jurisdiction.



     1.2 Confidential
Information. For purposes of this Agreement, “Confidential
Information” shall mean trade secrets and other proprietary information concerning the products,
processes or services of the Bank and information regarding customers and prospective customers of
the Bank, which information (a) has not been made generally available to the public, and is useful
or of value to the Bank’s current or anticipated business activities or of those of any customer or
prospective customer of the Bank; or (b) is known by Employee to be confidential, or has been
identified to Employee as confidential, either orally or in writing, or is required by applicable
law, rule or regulation to be maintained as confidential by the Bank including, but not limited to:
computer programs; research and other statistical data and analyses; marketing, organizational or
other research and development, or business plans; personnel information, including the identity of
other employees of the Bank, their responsibilities, competence, abilities, and compensation;
financial, accounting and similar records of the Bank and/or any fund or account managed by the
Bank; current and prospective customer lists and information on clients and their employees;
customer financial statements, investment objectives, the nature of their investment portfolios and
contractual agreements with the Bank; information concerning planned or pending investment
products, acquisitions or divestitures.



 









 





     1.3 Exceptions.
Confidential Information shall not include information which: (a) is
in or hereafter enters the public domain through no fault of Employee; (b) is obtained by Employee
from a third party having the legal right to use and disclose the same; or (c) is in the possession
of Employee prior to receipt from the Bank (as evidenced by Employee’s written records pre-dating
the date of employment).



2. BANK PROPERTY




     All notes, reports, plans, published
memoranda or other documents created, developed,
generated or held by Employee during employment, concerning or related to the Bank’s business, and
whether containing or relating to Confidential Information or not, and all tangible personal
property of the Bank entrusted to Employee or in Employee’s direct or indirect possession or
control, are the property of the Bank, and will be promptly delivered to the Bank and not
thereafter used by Employee upon termination of Employee’s employment for any reason whatsoever.



3. BANK CUSTOMERS AND EMPLOYEES; NON-DISPARAGEMENT




     Employee understands that Bank’s name
and its relationships with its customers and employees,
including its interest in maintaining a stable workforce, are extremely valuable and are the result
of the expenditure of substantial time, effort and resources by the Bank. Therefore, during the
period of Employee’s employment and during the period ending
     (1)      from the last day of
Employee’s employment with the Bank, Employee agrees that he or she will not, directly or
indirectly, on behalf of himself or herself or any other person, business or entity:




     (a) solicit or attempt to
solicit for the purpose of providing to, or provide to, any
protected customer or any prospective customer of the Bank services or products of any kind
which are offered or provided by the Bank, or assist any person, business or entity to do
so; or




     (b) induce, recruit,
solicit or encourage any protected employee to leave the employ of
the Bank, or induce, solicit, recruit, attempt to recruit any protected employee to accept
employment with another person, business or entity, or employ or be employed with a
protected employee, or assist any other person, business or entity to do so; or




     (c) make, or cause to be
made, any statement or disclosure that disparages the Bank, or
any of its affiliates, or any of their directors, officers or employees, or assist any other
person, business or entity to do so.


For purposes of the Agreement, (x) “protected customer” means
any business, entity or person which
is or was a customer of the Bank at any time during the period of Employee’s employment, other than
any customer which had ceased to do business with the Bank at least 12 months prior to Employee’s
last day of employment, (y) “prospective customer” means any business, entity or person which was
contacted by the Employee or known by the Employee to have been contacted by any officer of the
Bank, for the purpose of soliciting or attempting to solicit to provide services or products to
such business, entity, person, other than any such business, entity or person with respect to whom
the most recent such contact occurred at least six months prior to Employee’s last day of
employment, and (z) “protected employee” means any person who is or was an employee of the Bank
during the period of Employee’s employment, other than a former employee who has not been employed
by the Bank for a period of at least six months and who terminated his or her employment with the
Bank without any inducement or attempted inducement, recruiting, solicitation or encouragement by
Employee or by any other employee of the Bank subject to a similar covenant.




 









 








4. MISCELLANEOUS




     4.1 Acknowledgment and
Remedies. In executing this Agreement, Employee does not rely
on any inducements, promises or representations of the Bank, or its officers or directors, other
than the terms and conditions specifically set forth in this Agreement, and Employee acknowledges
that he or she is an “at-will” employee of the Bank and nothing set forth herein gives or shall be
deemed to give the Employee any right to remain in the employ of the Bank or to receive Incentive
Awards. Employee further acknowledges that the statements herein are true and correct; that
Employee has read and understands all of the terms of this Agreement; and that employment or
continued employment by the Bank and/or eligibility for and/or receipt of Incentive Awards
constitutes adequate consideration for Employee’s obligations hereunder and for the covenants set
forth above. Employee acknowledges that failure to comply with Section 1 through 3 will cause
irreparable damage to the Bank. Therefore, Employee agrees that, in addition to any other remedies
at law or in equity available to the Bank for Employee’s breach or threatened breach of this
Agreement, or the forfeiture or cancellation of, or the repayment to the Bank of gains realized
from, Incentive Awards in accordance with the terms thereof, the Bank is entitled to specific
performance or injunctive relief against Employee to prevent such damage or breach. In addition,
in the event of a breach or a violation of any of the covenants or provisions of Sections 1, 2 or 3
of this Agreement, the Employee shall be obligated to repay to the Bank any amounts received as
severance pay and shall forfeit all rights to any further payments from the Bank.



     In the event of a breach or a violation by
Employee of any of the covenants and provisions of
Sections 1 through 3 of this Agreement, the running of the period of restriction on the
solicitation of customers and employees set forth in Section 3 (but not of Employee’s obligation
thereunder), shall be tolled during the period of the continuance of any actual breach or violation
thereof.



     4.2 Notices. Except
when actual receipt is expressly required by the terms hereof,
notice is considered given either (i) when delivered in person, (ii) when sent by Federal Express
or comparable overnight night mail service, or (iii) two (2) days after deposit in the United
States mail in a sealed envelope or container by either registered or certified mail with return
receipt requested and postage prepaid, and addressed to the party or person to be notified at the
address set forth on the signature page hereof. Either party may require, by notice given at any
time or from time to time, subsequent notices to a different address; provided, however, that a
P.O. Box shall not be considered to be an address for purposes of this Agreement. Notices given
before actual receipt of notice of change shall not be invalidated by the change.



     4.3 Waiver, Modification and
Interpretation. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is agreed to in a
writing signed by all the parties hereto, and, in the case of the Bank, such waiver, modification
or discharge has been authorized or approved by the Board of Directors of the Bank. Any waiver by
any party hereto of any breach of any kind or character whatsoever by any other party shall not be
construed as a continuing waiver of, or consent to, any subsequent breach of this Agreement on the
part of the other party or parties. The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Illinois applicable to contracts made
and to be performed in Illinois, without giving effect to the conflict of law principles thereof.



     4.4 Headings. The
headings used in this Agreement are for convenience only and are
not part of its operative language. They shall not be used to affect the construction of any
provisions hereof.



     4.5 Severability. The
provisions of this Agreement are severable and should any
provision hereof be void, voidable or unenforceable under any applicable law, such void, voidable
or



 









 







unenforceable provision shall not affect or invalidate any other
provision of this Agreement,
which shall continue to govern the relative rights and duties of the parties as though the void,
voidable or unenforceable provision were not a part hereof. In addition, it is the intention and
agreement of the parties that all of the terms and conditions hereof be enforced to the fullest
extent permitted by law.



     4.6 Entire Agreement.
This Agreement constitutes the entire understanding between the
parties hereto with respect to the subject matter hereof and supersedes all negotiations,
representations, prior discussions and preliminary and other agreements between the parties hereto
relating to the subject matter hereof.



     4.7 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their heirs, personal representatives, successors and assigns.



	 	 	 
	FIRST OAK BROOK BANCSHARES, INC.,


	 	EMPLOYEE:
	OAK BROOK BANK AND THEIR

SUBSIDIARIES AND AFFILIATES
	 	 
	 
	 	 
	
By:________________________________

	 	______________________________________
	 
	 	 
	
Date:_______________________________

	 	______________________________________

Employee Name
	 
	 	 
	

	 	Address:_______________________________
	 
	 	 
	

	 	City, State & Zip Code:____________________
	 
	 	 
	

	 	Date:__________________________________





(1) Restriction period is twelve months for Vice Presidents,
15 months for Senior Vice Presidents, 18 months for Executive Vice Presidents and 24 months
for Senior Executive Vice Presidents.