exv10w15



 






Exhibit 10.15




FIRST OAK BROOK BANCSHARES, INC.



RSU Award Agreement


TO:



DATE:



In order to provide additional incentive through stock ownership for
certain officers, key
employees and non-employee directors of First Oak Brook Bancshares, Inc. (the “Company”) and its
subsidiaries, you are hereby granted restricted stock units (“RSUs”) by the Company, effective as
of the date hereof (the “date of grant”). Your restricted stock units are issued under the First
Oak Brook Bancshares, Inc. Incentive Compensation Plan (the “Plan”), the terms of which are
incorporated herein by reference. All capitalized terms used but not defined herein shall have the
meaning ascribed to such terms in the Plan.



RESTRICTED STOCK UNITS (“RSUs”)





Total number of RSUs

granted



VESTING SCHEDULE




	 	 	 
	Grant date
	 	 
	 
	 	 
	Vesting

schedule

	 	Unless accelerated in the event of death, disability or
Change in Control, a portion of your Restricted Stock
Units vest on each of the following dates:







	 	•  	20% on _____________________
	 	•  	20% on _____________________
	 	•  	20% on _____________________
	 	•  	20% on _____________________
	 	•  	20% on _____________________





PAYMENT DATE




	 	 	 	 	 
	Payment date

	 	•
	 	RSUs vesting prior to age 59, or during the calendar
year in which you turn age 59, will be paid in January of the
calendar year following your 59th birthday. RSUs
vesting after age 59 will be paid in January of the year
following the year of vesting.
	

	 	•
	 	RSUs will be paid on the second anniversary following
a Change of Control.






This RSU Award Agreement, including the accompanying Terms of the
January 31, 2005 RSU

Awards, constitutes part of a prospectus covering securities that have been registered under the

Securities Act of 1933, as amended.



 









 





First Oak Brook Bancshares, Inc.



Terms of the RSU Awards



	 	 	 
	Type(s) of Award:

	 	Restricted stock units (“RSUs”).
	 
	 	 
	

	 	When vested, each RSU entitles the holder to receive one (1) share
of Common Stock of First Oak Brook Bancshares, Inc. The time of
payment of the shares attributable to vested RSUs is set forth
below.
	 
	 	 
	Vesting:

	 	Subject to earlier termination and cancellation of the RSUs as set
forth below, the date(s) upon which the RSUs vest are set forth on
the front page of this Award Agreement.
	 
	 	 
	

	 	Notwithstanding such schedule:







	 	•  	In the event of termination of employment due to death or
permanent disability, all of the unvested RSUs will vest as of the
date of such termination of employment.
	 
	 	•  	Upon a Change in Control, the RSUs will become fully
vested.
	 
	 	•  	The RSUs shall continue to vest following your
“Retirement” as if you continued employment, provided. that any
continued vesting shall terminate on the date you cease to be
Retired. “Retirement” means your retirement from employment with
the Company and its subsidiaries on or after attainment of age 60
and completion of 10 years of service with the Company and its
subsidiaries and you will be considered to be “Retired”
thereafter for so long as you do not become employed by or
directly or indirectly provide consulting or other services of any
type, including as a director, to any bank, thrift or other
financial institution, other than the Company and its
subsidiaries, which maintains one or more offices, branches or
locations within the Chicago Metropolitan Area.





	 	 	 
	Delivery of Shares:

	 	No exercise price or other amount is required to be paid with
respect to RSUs. Subject to applicable tax withholding (see
below), one (1) share of Common Stock will be delivered for each
vested RSU on or as soon as practicable after the Payment Date,
unless receipt has been deferred by you to the extent such
deferral is permitted under rules and procedures to be established
by the Committee.
	 
	 	 
	Effect of

Termination of

Employment

	 	Except as provided above for termination due to death, disability,
or Retirement no further vesting will occur after termination of
employment, in which case all unvested RSUs will be forfeited
and/or cancelled.






 









 






	 	 	 
	Federal Income Tax

Considerations:

	 	The following discussion is a
summary of certain current U.S.
federal income tax consequences
relating to RSUs. This discussion
does not purport to be complete, and
does not cover, among other things,
foreign, state and local tax
treatment.
	 
	 	 
	

	 	No income is recognized upon receipt
of an award of RSUs or the vesting
of the RSUs. Net income equal to
the fair market value of shares of
Common Stock is recognized when the
shares are paid to you (or your
beneficiary). The capital gain or
loss holding period for the shares
received under an award will begin
when ordinary income is recognized,
and any subsequent capital gain or
loss will be measured by the
difference between the ordinary
income recognized and the amount
received upon sale or exchange of
the shares.
	 
	 	 
	

	 	Payroll taxes (Social Security and
Medicare taxes) will be due as the
RSUs vest, based upon the fair
market value of the Common Stock
underlying the RSUs at that time.
Unless the Committee determines
otherwise, such taxes will be paid
by you through supplemental
withholding from salary or other
compensation payable to you by the
Company and its subsidiaries.
	 
	 	 
	Transferability:

	 	No RSU granted under the Plan may be
sold, transferred, pledged,
assigned, or otherwise alienated or
hypothecated, otherwise than by will
or by the laws of descent and
distribution.
	 
	 	 
	Voting Rights:

	 	Since RSUs do not represent actual
shares, no voting rights arise upon
receipt of RSUs and you are not
deemed to be the owner of any shares
covered by the RSUs until such
shares are delivered to you.
	 
	 	 
	Dividends:

	 	In addition to the shares of Common
Stock to be delivered upon the
vesting of the RSUs, you will also
be entitled to receive to receive
additional shares of Common Stock
equal to the number of shares of
Common Stock deemed “purchased” by
the reinvestment of any cash
dividend you would have received
during the period from the grant
date of the RSUs to the date such
RSUs are paid determined as if the
RSUs were shares of Common Stock
held by you on the record date for
the payment of such dividend.
	 
	 	 
	Tax Withholding:

	 	Prior to delivery of shares, there
will be deducted or withheld from
shares to be delivered, such
aggregate number of shares having a
fair market value equal to the
amount sufficient to satisfy the
minimum statutory Federal, state and
local tax (including any Social
Security and Medicare tax obligation
to the extent such RSUs were not
previously subjected to such taxes)
withholding required by law with
respect to such payment of cash
and/or distribution of shares made
under or as a result of the Plan.
The Committee may permit the
remittance of cash or for other
arrangements for payment of such
taxes.






 









 






	 	 	 
	Effect of

Detrimental Conduct

	 	You agree that at any time prior to the payment of the
RSUs, you will not engage in “Detrimental Conduct.” For
purposes of this RSU Award, “Detrimental Conduct” means:







	 	•  	your failure to execute or to have executed the
Company’s Agreement Regarding Confidentiality,
Non-Solicitation of Customers and Employees and
Prohibited Conduct or such other agreement(s) relating
to the same or similar subject matter as the Company may
request or may have requested (such agreement(s) the
“Protective Agreement”) within thirty (30) days of the
receipt of this Stock Option Agreement;
	 
	 	•  	your breach of the Protective Agreement;
	 
	 	•  	your violation of the Company’s Code of Ethics;
or
	 
	 	•  	your gross negligence or gross misconduct in
connection with your employment with the Company and its
subsidiaries or any action which constitutes the basis
for immediate termination of employment for Cause, as
determined by the Company’s Chief Executive Officer.






In the event the Company or its subsidiaries determines
that you have engaged in Detrimental Conduct, in
addition to any other remedies the Company and its
subsidiaries may have available to them, the Company may
in its sole discretion:




	 	•  	terminate the RSUs granted hereunder to the
extent not previously paid, whereupon the RSUs, whether
vested or unvested, shall be immediately cancelled
without any payment with respect thereo; and
	 
	 	•  	require you to pay to the Company all gains
realized from the receipt of payment with respect to any
RSUs hereunder which which is received on or after the
date which is six months prior to the date you first
engaged in Detrimental Conduct.





continued . . .




 









 







Please sign the copy of this RSU Award Agreement and, if necessary, the
enclosed Protective
Agreement, and return each of them to the Company in care of its Secretary, thereby indicating your
understanding of and agreement with the terms and conditions of this Agreement and the Protective
Agreement. Unless signed and returned by mail or otherwise within thirty (30) days from the date
of mailing or delivery to you of this Agreement, this RSU Award will be deemed refused and
withdrawn. By signing this Agreement, you acknowledge receipt of a copy of the Plan. The terms of
the Plan shall have precedence over any terms in this Agreement that are inconsistent therewith.







	FIRST OAK BROOK BANCSHARES, INC.,

	 	Acknowledged and agreed:
	
By: __________________________________

	 	____________________________________________________
	

	 	Date: ________________________________________________