Exhibit 10.2


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT
(this “Agreement”) is made and entered into as of this 17th day of March, 2003
(but effective January 1, 2003), by and between MB Financial, Inc. (the
“Corporation”) and Mitchell Feiger (the “Executive”).


 


WHEREAS, the
Executive is the President and Chief Executive Officer of the Corporation and
is a party to a written employment agreement with the Corporation dated
February 23, 1999 (the “1999 Employment Agreement”);


 


WHEREAS, the
parties believe it is in their respective best interests to enter into this
Agreement in replacement of the 1999 Employment Agreement; and


 


WHEREAS, the
Board of Directors of the Corporation (the “Board of Directors”) has approved
and authorized the execution of this Agreement with the Executive.


 


NOW THEREFORE,
in consideration of the foregoing and of the respective covenants and
agreements of the parties herein, it is AGREED as follows:


 


1.                                       Definitions.


 


(a)                                  The
term “Change in Control” means (1) an event of a nature that (i) results in a
change in control of the Corporation or MB Financial Bank, National Association
(the “Bank”), a wholly owned subsidiary of the Corporation, within the meaning
of the Bank Holding Company Act of 1956, as amended and 12 C.F.R. Part 225 (or
any successor statute or regulation) or (ii) requires the filing of a notice
under 12 U.S.C. §1817(j) (or any successor statute); (2) an event that would be
required to be reported in response to Item 1 of the current report on Form 8-K
as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”), other than an event at
the completion of which the stockholders of the Corporation immediately
preceding completion of the event hold more than 40% of the outstanding stock
of the resulting entity; (3) any person (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of
the Corporation or the Bank representing 35% or more of the combined voting
power of the Corporation’s or the Bank’s outstanding securities; (4)
individuals who are members of the Board of Directors (the “Incumbent Board”)
cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director whose election was approved by a vote
of at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Corporation’s stockholders was approved by
the nominating committee serving under an Incumbent Board, shall be considered
a member of the Incumbent Board; or (5) consummation of a plan of
reorganization, merger, consolidation, sale of all or substantially all of the
assets of the Corporation or a similar transaction in which the Corporation is
not the resulting entity, other than an event at the completion of which the
stockholders of the Corporation immediately preceding completion of the event
hold more than 40% of the outstanding stock of the resulting entity; provided
that the term “Change in Control” shall not include an acquisition of
securities by an employee benefit plan of the Corporation or the Bank.


 


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(b)                                 The
term “Date of Termination” means the date upon which the Executive’s employment
with the Corporation ceases, as specified in a notice of termination pursuant
to Section 9 hereof,


 


(c)                                  The
term “Involuntary Termination” means the termination of the employment of the
Executive (i) by the Corporation without his express written consent; (ii) by
the Executive by reason of a material diminution of or interference with his
duties, responsibilities or benefits, including (without limitation) any of the
following actions unless consented to in writing by the Executive: (1) a
requirement that the Executive be based at any place other than Chicago,
Illinois, or within a radius of 35 miles from the location of the Corporation’s
principal office located at 1200 N. Ashland Avenue, Chicago, Illinois, except
for reasonable travel on Corporation or Bank business; (2) a material demotion
of the Executive; (3) a material reduction in the number or seniority of
personnel reporting to the Executive or a material reduction in the frequency
with which, or in the nature of the matters with respect to which such
personnel are to report to the Executive, other than as part of a Corporation
and Bank-wide reduction in staff; (4) a reduction in the Executive’s salary or
a material adverse change in the Executive’s perquisites, benefits, contingent
benefits or vacation, other than as part of an overall program applied
uniformly and with equitable effect to all members of the senior management of
the Corporation and the Bank; (5) a material permanent increase in the required
hours of work or the workload of the Executive beyond what is expected of
comparably situated chief executive officers performing substantially the same
duties; or (6) the failure of the Board of Directors (or board of directors of
any successor of the Corporation including its ultimate parent company) to
elect the Executive as President and Chief Executive Officer of the Corporation
(or any successor of the Corporation including its ultimate parent company) or
any action by the Board of Directors (or a board of directors of a successor of
the Corporation including its ultimate parent company) removing him from such
office; or (iii) by the Executive within 90 days after he receives written
notice from the Corporation pursuant to Section 2 hereof that the term of this
Agreement will not be extended (a “Non-Extension Termination”).  The term “Involuntary Termination” does not
include Termination for Cause, termination of employment due to death or disability
or termination pursuant to Section 7(g) of this Agreement, or suspension or
temporary or permanent prohibition from participation in the conduct of the
Bank’s affairs under Section 8 of the Federal Deposit Insurance Act.


 


(d)                                 The
terms “Termination for Cause” and “Terminated For Cause” mean termination of
the employment of the Executive with the Corporation and the Bank because of
the Executive’s willful misconduct, breach of a fiduciary duty involving
personal profit, repeated failure to perform stated duties (after written
notice and reasonable opportunity to cure), willful violation of any law, rule,
or regulation (other than traffic violations or similar offenses) or final
cease-and-desist order issued by a federal banking regulator, or (except as
provided below) material breach of any provision of this Agreement (after
written notice and reasonable opportunity to cure).  No act or failure to act by the Executive shall be considered
willful unless the Executive acted or failed to act in bad faith and without a
reasonable belief that his action or failure to act was in the best interest of
the Corporation or the Bank.  The
Executive shall not be deemed to have been Terminated for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution,
duly adopted by the affirmative vote of not less than a


 


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majority of the entire
membership of the Board of Directors at a meeting of the Board duly called and
held for such purpose (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive’s counsel, to be
heard before the Board), stating that in the good faith opinion of the Board of
Directors the Executive has engaged in conduct described in the preceding
sentence and specifying the particulars thereof in detail.


 


(e)                                  The
term “Voluntary Termination” shall mean termination of employment by the
Executive voluntarily as set forth in Section 7(d) of this Agreement.


 


2.                                       Term.  The term of this Agreement shall be a period
of three years commencing on January 1, 2003, subject to earlier termination as
provided herein, and on each day thereafter the term of this Agreement shall be
extended for one day in addition to the then-remaining term, creating on each
such day a new three year term, provided  that the Corporation has
not at any time given Executive prior written notice that the term of this
Agreement will not be so extended.


 


3.                                       Employment.  The Executive is employed as the President
and Chief Executive Officer of the Corporation.  As such, the Executive shall have supervision and control over
strategic planning (with each strategic plan being subject to approval by the
Board of Directors of the Corporation) and daily consolidated operations of the
Corporation, shall render administrative and management services as are
customarily performed by persons situated in similar executive capacities, and
shall have such other powers and duties as the Board of Directors may prescribe
from time to time consistent with services performed by similarly situated
executives and consistent with the terms of this Agreement.  The Executive shall also render services to
any subsidiary or subsidiaries of the Corporation as requested by the
Corporation from time to time consistent with his executive position and with
the terms of this Agreement.  The
Executive shall devote his best efforts and reasonable time and attention to
the business and affairs of the Corporation and its subsidiaries to the extent
necessary to discharge his responsibilities hereunder.  The Executive may (a) serve on charitable
boards or committees at the Executive’s discretion without consent of the Board
of Directors and, in addition, on such corporate boards as are approved in a
resolution adopted by a majority of the Board of Directors, and (b) manage
personal investments, so long as such activities do not interfere materially
with performance of his responsibilities hereunder.


 


4.                                       Compensation.


 


(a)                                  Salary.
The Corporation agrees to pay the Executive during the term of this Agreement a
base salary (the “Corporation Salary”) the annualized amount of which shall be
not less than $525,000.  The Corporation
Salary shall be paid no less frequently than monthly and shall be subject to
customary tax withholding.  The amount
of the Corporation Salary shall be increased (but under no circumstances may
the Corporation Salary be decreased) from time to time in accordance with the
amounts of salary approved by the Board of Directors.  In order to effectuate the purpose of the preceding sentence, the
amount of the Corporation Salary shall be reviewed by the Board of Directors at
least every year during the term of this Agreement.  If and to the extent that the Bank and/or any other entities
directly or indirectly controlled by the Corporation (the “Consolidated
Subsidiaries”) pay salary or other amounts or provide benefits to


 


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the Executive that the
Corporation is obligated to pay or to provide to the Executive under this
Agreement, the Corporation’s obligations to the Executive shall be reduced
accordingly.


 


(b)                                 Annual
Incentive Bonus.  On or before March
31st of each year of the term of this Agreement, the Board of
Directors shall adopt consolidated performance criteria for the current calendar
year based upon which the Executive shall be entitled to earn an annual cash
incentive bonus (the “Annual Cash Bonus”) for such calendar year if he is
employed by the Corporation on the last day of such year.  In adopting such criteria the Board of Directors
shall establish targeted consolidated performance based upon which the
Executive will be entitled to earn an Annual Cash Bonus equal to 50% of the
Corporation Salary and separately establish levels of consolidated performance
based upon which the Executive will be entitled to earn an Annual Cash Bonus in
an amount less or greater than 50% of the Corporation Salary but not in excess
of 100% of the Corporation Salary.  The
Annual Cash Bonus earned by the Executive for a calendar year shall be paid
within 90 days after the expiration of such calendar year; provided, however,
in the event the payment of the Annual Cash Bonus (or any portion thereof) when
added to the other compensation (which is taken into account under Section
162(m) of the Internal Revenue Code of 1986, as amended, (the “Code”)) that is
expected to be paid to the Executive in the same calendar year would, in the
reasonable opinion of the Board of Directors, result in a limitation on
compensation deductibility under Section 162(m) of the Code, then in that
event, the Annual Cash Bonus (or affected portion thereof) shall be deferred in
an amount necessary to assure full deductibility of compensation paid to the
Executive for purposes of  Section
162(m) of the Code, with the deferred amount being paid, together with interest
from the date of deferral to the date of payment at the average
interest-bearing cost of funds of the Bank (the deferred amount plus interest
shall be deemed the “Deferred Payment”), 
as soon as the Deferred Payment is not subject to limitation on
deductibility under Section 162(m) of the Code.


 


(c)                                  Stock
Options.  Each year while the
Executive is employed pursuant to this Agreement, he shall be considered for an
award of one or more options under the Corporation’s 1997 Omnibus Incentive
Plan and any successor or substitute for such plan (the “Stock Option Plan”) by
the Committee (as defined in the Stock Option Plan) at such time as awards are
granted to other senior executives of the Corporation.  Based upon the Corporation achieving
targeted consolidated performance established by the Committee (which
performance may be based upon criteria different than that utilized in
determining the Annual Cash Bonus under Section 4(b) above), it is expected, if
the Executive is then employed by the Corporation, that the Committee will
grant to the Executive one or more options under the Stock Option Plan to
acquire common stock of the Corporation at an exercise price per share equal to
Fair Market Value (as defined in the Stock Option Plan) on the date of grant
with number of shares subject to such option(s) being determined by dividing
the Black-Scholes value per share or such other value per share determined by
an investment banking firm selected by the Board of Directors (in either case
utilizing duration, volatility and other criteria reasonably selected by the
Board of Directors) of the shares that will be subject to the option(s) into
100% of the Corporation Salary earned by the Executive for the preceding
calendar year, which value per share shall be determined utilizing the same
methodology (and the same assumptions applied to such methodology) that is used
for grants of stock options at such time for other senior executives of the
Corporation.  If the Corporation’s
consolidated performance is less or greater than the targeted consolidated
performance established by the Committee, the Executive may be awarded


 


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one or more options with a
lesser or greater number of underlying shares, but the value of such shares on
the date of grant utilizing the methodology (and assumptions) set forth above
shall in no event exceed 200% of the Corporation Salary earned by the Executive
for the preceding calendar year.  The
grant will be made as an ISO (as defined in the Stock Option Plan) to the
maximum extent permissible and then as an NQSO (as defined in the Stock Option
Plan).  Each option granted pursuant to
the provisions hereof shall have an option term of 10 years and may be subject
to a vesting schedule, provided: (i) vesting will continue following an
Involuntary Termination at any time, (ii) such option to the extent outstanding
and unexercisable shall become fully exercisable upon the death or disability
of the Executive, (iii) all vested options shall be exercisable for the
unexpired balance of the option term upon a termination of Executive’s
employment other than as provided in the following subparts (iv) and (v) of
this subsection, (iv) such option to the extent outstanding and unexercisable
shall become fully exercisable upon a Change in Control if the unexercisable
portion of the option would otherwise terminate or cease to be enforceable, in
whole or in part, by reason of such Change in Control and shall remain
exercisable for at least one year thereafter but not beyond the expiration of
the option term, and (v) the option shall expire, terminate, and be forfeited
upon a Termination for Cause or a termination pursuant to Section 7(g) below.


 


(d)                                 Expenses.  The Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by the Executive in
performing services under this Agreement in accordance with the policies and
procedures applicable to the executive officers of the Corporation and the
Bank, provided  that the Executive accounts for such expenses as
required under such policies and procedures.


 


5.                                       Employee
Benefits.


 


(a)                                  Participation
in Benefit Plans.  While the
Executive is employed by the Corporation, the Executive shall be entitled to
participate, to the same extent as executive officers of the Corporation and
the Bank generally, in all plans, programs and practices of the Corporation and
the Bank relating to pension, retirement thrift, profit-sharing, savings, group
or other life insurance, hospitalization, medical and dental coverage, travel
and accident insurance, education, retirement or employee benefits or
combination thereof.  In addition, the
Executive shall be entitled to be considered for benefits under all of the
stock and stock option related plans in which the Corporation’s or the Bank’s
executive officers are eligible or become eligible to participate provided any
grants made to the Executive pursuant to Section 4(c) hereof shall be
considered in making any determination with respect thereto.


 


(b)                                 Fringe
Benefits.  While the Executive is
employed by the Corporation, the Executive shall be eligible to participate in,
and receive benefits under, any other fringe benefit plans, programs and
practices or perquisites which are or may become generally available to the
Corporation’s or the Bank’s executive officers, including but not limited to,
supplemental retirement, supplemental medical or life insurance plans, company
cars, club dues, physical examinations, financial planning and tax preparation
services.  Without limiting the
generality of the foregoing, the Corporation agrees to pay for the Executive’s
membership dues and related business expenses in Twin Orchard Country Club
(Long Grove, Illinois), The Standard Club, and expenses for an executive
automobile which shall be replaced with a new vehicle at least every 3


 


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years.  Moreover, during the Executive’s employment
by the Corporation, he shall be entitled to receive long-term disability coverage
and benefits as in effect on the date hereof (to the extent available at a
reasonable cost).  In no event will the
Executive receive any benefit which is less favorable than a benefit being
provided to any other executive officer of the Corporation or the Bank.


 


(c)                                  Post-Employment
Health Benefit.  In recognition of
the past service of the Executive to the Corporation and its subsidiaries, the
Executive has earned and shall be entitled to receive, subject to unconditional
forfeiture thereof upon a Termination for Cause or a termination pursuant to
Section 7(g) hereof, post-employment continuing health benefit coverage from
the Corporation or its successor in interest (the “Post-Employment Health
Benefit”) upon any termination of employment of the Executive which does not
result in forfeiture of the Post-Employment Health Benefit, as follows: (i) the
Corporation (or its successor in interest) shall provide to the Executive (for
himself, his spouse and his other eligible dependents) until the date that Executive
becomes eligible for Medicare benefits (for his spouse until the date that is
seven full calendar months after Executive becomes eligible for Medicare
benefits), or if he should die prior thereto then to his surviving spouse and
his other eligible dependents until the date that is seven full calendar months
after the date that Executive would have become eligible for Medicare benefits
if he had survived, the same family health insurance, hospitalization, medical,
dental, prescription drug and other health benefits as the Executive would have
been eligible for if Executive had continued to serve as an executive officer
of the Corporation (or its successor) until the Executive became eligible for
Medicare benefits (and for his spouse until the date that is seven full
calendar months thereafter) on terms as favorable to the Executive as to other
executive officers of the Corporation (or its successor) from time to time,
including amounts of coverage and deductibles, which shall be at the
Corporation’s (or its successor’s) sole cost other than co-payments and
deductibles; and (ii) the Corporation (or its successor) shall, at the election
of the Executive, provide the same coverage as set forth in subpart (i) of this
subsection for the benefit of the Executive, his spouse and his other eligible
dependents after the Executive becomes eligible for Medicare benefits and
during the remainder of his lifetime (for Executive’s spouse, not ending before
the date that is seven full calendar months after the date that Executive
becomes eligible for Medicare benefits), at the sole cost of the Executive.


 


6.                                       Vacations;
Leave.  The Executive shall be
entitled (i) to annual paid vacation in accordance with the policies
established by the Board of Directors which shall not be less favorable than
that provided to any other executive officer of the Corporation or the Bank,
and (ii) to voluntary leaves of absence, with or without pay, from time to time
at such times and upon such conditions as the Board of Directors may determine
in its discretion.


 


7.                                       Termination
of Employment.


 


(a)                                  Involuntary
Termination.  If the Executive
experiences an Involuntary Termination prior to (and not in connection with) a
Change in Control, such termination of employment shall be subject to the Corporation’s
obligations under this Section 7(a) in lieu of any other compensation and
employee benefits under this Agreement. 
If such Involuntary Termination is not a Non-Extension Termination, the
Corporation shall, as agreed upon liquidated damages, pay to the Executive
monthly, during the unexpired term of this Agreement


 


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after the Date of Termination,
one-twelfth of the Corporation Salary at the annual rate in effect immediately
prior to the Date of Termination and one-twelfth of the average Annual Cash
Bonus, based on the average amount of such Annual Cash Bonus for the two full
calendar years preceding the Date of Termination (or if the Date of Termination
occurs before one full calendar year has elapsed under this Agreement, the
amount of $262,500, or if one but not two full calendar years have elapsed
under this Agreement, the greater of $262,500 or the amount of the Annual Cash
Bonus earned by the Executive for the one calendar year).  If such Involuntary Termination is a
Non-Extension Termination, the Corporation shall, as agreed upon liquidated
damages, pay the Executive monthly the compensation set forth in this Section
7(a)(i) for a period of 1 year following the Date of Termination.  In addition to the foregoing, in connection
with an Involuntary Termination, the Executive shall be entitled to receive (A)
any accrued Corporation Salary through the Date of Termination within 30 days
after the Date of Termination, (B) any unpaid Annual Cash Bonus earned by the
Executive for the preceding calendar year within the time period set forth in
Section 4(b) hereof, (C) reimbursement of any expenses incurred through the
Date of Termination in accordance with Section 4(d), and (D) all unpaid
Deferred Payments as soon as such payments are not subject to any deductibility
limitation under Section 162(m) of the Code (collectively, the “Accrued
Compensation”) plus the Post-Employment Health Benefit.  If the Executive should die after amounts
become payable under this Section 7(a), such amounts shall thereafter be paid
to the Executive’s estate until satisfied in full.


 


(b)  Change in Control.  If the Executive experiences an Involuntary
Termination in connection with or following a Change in Control, such termination
of employment shall, in lieu of any other compensation and employee benefits
under this Agreement, be subject to the Corporation’s (or its
successor-in-interest’s) obligations under this Section 7(b).


 


(i)                                     Damages
for Breach of Contract.  If the
Executive has offered in writing to continue to provide the services
contemplated by and on the terms provided in this Agreement and such offer has
been rejected by the Corporation (or its successor-in-interest), then, subject
to Section 7(b)(ii) below, the Corporation (or its successor-in-interest)
shall, during the lesser period of the remaining term of this Agreement or 18
months following the Date of Termination (the “Contract Damage Period”), as
agreed upon damages for breach of contract, (A) pay to the Executive monthly
one-twelfth of the Corporation Salary at the annual rate in effect immediately
prior to the Date of Termination and one-twelfth of the average Annual Cash
Bonus, based on the average amount of such Annual Cash Bonus for the two full
calendar years preceding the Date of Termination or if one but not two full
calendar years  have elapsed under this
Agreement, the amount of the Annual Cash Bonus earned by the Executive for the
one calendar year; provided however, the maximum amount the Executive shall be
entitled to receive pursuant to this Section 7(b)(i) shall be limited to
$1,500,000.  Notwithstanding the
foregoing, the provisions of this Section 7(b)(i) shall have no effect if a
Change in Control occurs within one year from the date this Agreement is
entered into (not the effective date of this Agreement).  In the event that a Change in Control occurs
within one year from the date that this Agreement is entered into, then in that
event, it is agreed by the parties that the only benefits to be received by the
Executive from an Involuntary Termination are the benefits set forth in Section
7(b)(iii) and (iv) below.


 


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(ii)                                  Mitigation.  In the event that the Executive becomes
entitled to damages for breach of contract pursuant to Section 7(b)(i), then in
that event, the Corporation’s (or its successors-in-interest’s) obligation
under Section 7(b)(i) shall be reduced (or payment of such damages under
Section 7(b)(i) shall be returned by the Executive) to the extent of the
Executive’s earned income (within the meaning of Section 911(d)(2)(A) of the
Code) during the Contract Damage Period. 
Throughout the Contract Damage Period, the Executive shall promptly
inform the Corporation (or its successor-in-interest) of the nature and amounts
of earned income received by him or to which he is otherwise entitled by virtue
of the performance of personal services during the Contract Damage Period.


 


(iii)                               Accrued
Compensation and Post-Employment Health Benefit.  In addition to any other amounts to which the Executive may be
entitled to receive under this Section 7(b), the Corporation (or its
successor-in-interest) shall pay to the Executive the Accrued Compensation and
provide the Post-Employment Health Benefit.


 


(iv)                              Change
in Control Payment.  If an
Involuntary Termination occurs in connection with or within 18 months following
a Change in Control, in addition to the Corporation’s (or its
successor-in-interest’s) obligations under Section 7(b)(i) and (iii) above, the
Corporation (or its successor-in-interest) shall pay to the Executive in cash,
within 30 days after the Date of Termination, an amount equal to 299% of the
Executive’s “base amount” as determined under Section 280G of the Code.


 


If the
Executive should die after amounts become payable under any provision of this
Section 7(b), such amounts shall thereafter be paid to the Executive’s estate
until satisfied in full, but subject to the mitigation provisions set forth in
Section 7(b)(ii) with respect to earned income of the Executive during the
Contract Damage Period through the date of his death.


 


(c)                                  Termination
for Cause.  In the event of
Termination for Cause, the Corporation shall have no further obligation to the
Executive under this Agreement after the Date of Termination except for the
Accrued Compensation.


 


(d)                                 Voluntary
Termination.  The Executive may
terminate his employment voluntarily at any time by a notice pursuant to
Section 9 of this Agreement.  In the
event that the Executive voluntarily terminates his employment other than by
reason of any of the actions that constitute Involuntary Termination
(“Voluntary Termination”), the Corporation shall only be obligated to the
Executive for the amount of the Accrued Compensation and to provide the Post-Employment
Health Benefit, and the Corporation shall have no further obligation to the
Executive under this Agreement.


 


(e)                                  Death.  In the event of the death of Executive
during the term of this Agreement and prior to any termination of employment,
the Corporation shall pay to the Executive’s estate the Accrued Compensation
and shall provide to the Executive’s surviving spouse and other eligible
dependents the Post-Employment Health Benefit.


 


(f)                                    Disability.  If the Executive becomes entitled to
benefits under the terms of the then-­current disability plan, if any, of the
Corporation or the Bank (a “Disability Plan”), he


 


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shall be entitled to receive
such group and other disability benefits, if any, as are then provided by the
Corporation or the Bank for executive officers.  In the event of such disability, this Agreement shall not be
suspended, except that (i) the Corporation’s obligation to pay the Corporation
Salary to the Executive shall be reduced in accordance with the amount of
disability income benefits received by the Executive, if any, pursuant to this
Section 7(f) such that, on an after-tax basis, the Executive shall realize from
the sum of disability income benefits and Corporation Salary the same amount as
he would realize on an after-tax basis from the Corporation Salary if the
Corporation’s obligation to pay salary were not reduced pursuant to this
Section 7(f); (ii) the Executive shall not be entitled to earn an Annual Cash
Bonus pursuant to Section 4(b) hereof or option grants pursuant to Section 4(c)
if the disability prevents the Executive from rendering full time service to
the Corporation for a period of in excess of six months during an applicable
calendar year; and (iii) upon a resolution adopted by a majority of the
disinterested members of the Board of Directors, the Corporation may
discontinue payment of the Corporation Salary beginning six months following a
determination that the Executive has become entitled to benefits under a Disability
Plan or otherwise unable to fulfill his duties under this Agreement.  The Corporation may terminate the employment
of the Executive at any time after the expiration of one year following such
disability if such disability is then continuing and upon such termination the
Executive shall only be entitled to receive the Accrued Compensation and the
Post-Employment Health Benefit.


 


(g)                                 Regulatory
Action.  Notwithstanding any other
provisions of this Agreement, if the Executive is removed and/or permanently prohibited
from participating in the conduct of the Bank’s affairs by an order issued
under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.
C. § 1818(c)(4) and (g)(1), all obligations of the Corporation under this
Agreement shall terminate as of the effective date of the order, except for the
obligation of the Corporation to pay the Accrued Compensation.


 


(h)                                 No
Other Obligation to Mitigate Damages; No Offset. Except as provided in
Section 7(b)(ii), the Executive shall not be obligated to mitigate amounts
payable or arrangements made under the provisions of this Section 7 and the
obtaining of other employment shall in no event effect any reduction of the
Corporation’s obligations under this Section 7 (other than Section 7(b)).  Except as provided in Section 7(b)(ii), the
Corporation’s obligation to make payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action
which the Corporation may have against the Executive or others.


 


8.                                       Tax
Detriment Payments.  If and only if
stock options held by the Executive under the Stock Option Plan become
exercisable solely by virtue of a Change in Control and the acceleration and
lapse value of such stock options when aggregated with other payments to be
received by the Executive under this Agreement (the “Total Payments”) is
subject, in whole or in part, to the excise tax imposed by Section 4999 of the
Code or any similar successor provision or any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest
and penalties, are collectively referred to as the “Excise Tax”), then the
Executive shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any Excise Tax, imposed upon the Gross-Up Payment, the


 


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Executive retains an amount of
the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments
(not including any Gross-Up Payment). All determinations as to whether any of
the Total Payments are “parachute payments” (within the meaning of Section 280G
of the Code), whether a Gross-Up Payment is required, the amount of such
Gross-Up Payment and any amounts relevant to the foregoing sentence shall be
made by an independent accounting firm selected by the Corporation, which may
be the accounting firm then regularly retained by the Corporation (the
“Accounting Firm”). The Accounting Firm shall provide its determination (the
“Determination”), together with detailed supporting calculations, regarding the
amount of any Gross-Up Payment and any other relevant matter, both to the
Corporation and the Executive, within 60 days of the Date of Termination, if
applicable, or such earlier time as is reasonably requested by the Corporation
or the Executive (if the Executive reasonably believes that any of the Total
Payments may be subject to the Excise Tax). If the Accounting Firm determines
that no Excise Tax is payable by the Executive, it shall furnish the Executive
with an opinion that the Executive has substantial authority not to report any
Excise Tax on his Federal income tax return. 
Subject to the determination of any Underpayment or Overpayment, any
determination by the Accounting Firm shall be binding upon the Corporation and
the Executive.  As a result of uncertainty
in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that the
Corporation should have made larger Gross-Up Payments (“Underpayment”) or that
Gross-Up Payments will have been made by the Corporation which should not have
been made (“Overpayments”). In either such event, the Accounting Firm shall
determine the amount of the Underpayment or Overpayment that has occurred,
which amount shall be redetermined, if necessary, to reflect any final
assessment by the Internal Revenue Service respecting amounts resulting in an
Underpayment or Overpayment. In the case of an Underpayment, the amount of such
Underpayment shall be promptly paid by the Corporation to or for the benefit of
the Executive, and in the case of an Overpayment, the amount of such
Overpayment shall be promptly paid by the Executive to the Corporation.  The provisions of this Section 8 shall not
be applicable and shall have no force or effect if none of the stock options
held by the Executive under the Stock Option Plan become exercisable solely by
virtue of a Change in Control. If the Total Payments after subtracting the
acceleration and lapse value of the stock options held by the Executive under
the Stock Option Plan that become exercisable solely by virtue of a Change in
Control (the “Adjusted Total Payments”) would be subject, in whole or in part,
to the Excise Tax, then the provisions of this Section 8 shall not be
applicable to the Adjusted Total Payments, but shall continue to apply to and
shall have full force and effect on the part of the Total Payments remaining
after subtracting the Adjusted Total Payments.


 


9.                                       Notice
of Termination.  Subject to the
provisions of Section 1(d) hereof, in the event that the Corporation or the
Bank, or both, desire to terminate the employment of the Executive during the
term of this Agreement, the Corporation or the Bank, or both, shall deliver to
the Executive a written notice of termination, stating whether such termination
constitutes Termination for Cause, Involuntary Termination, or termination for
disability, setting forth in reasonable detail the facts and circumstances that
are the basis for the termination, and specifying the date upon which
employment shall terminate, which date shall be at least 30 days after the date
upon which the notice is delivered, except in the case of Termination for
Cause.  In the event that the Executive
determines in good faith that he has experienced an Involuntary Termination of
his employment, he shall send a written notice to the Corporation stating the


 


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circumstances that constitute
such Involuntary Termination and the date upon which his employment shall have
ceased due to such Involuntary Termination. 
In the event that the Executive desires to effect a Voluntary
Termination, he shall deliver a written notice to the Corporation, stating the
date upon which employment shall terminate, which date shall be at least 90
days after the date upon which the notice is delivered, unless the parties
agree to a date sooner.


 


10.                                 Attorneys’
Fees. The Corporation shall pay all legal fees and related expenses
(including the costs of experts, evidence and counsel) incurred by the
Executive as a result of (i) the Executive’s contesting or disputing any
termination of employment, or (ii) the Executive’s seeking to obtain or enforce
any right or benefit provided by this Agreement or by any other plan or
arrangement maintained by the Corporation (or any successor) or the
Consolidated Subsidiaries under which the Executive is or may be entitled to
receive benefits; provided that the Corporation’s obligation to pay such
fees and expenses is subject to the Executive’s prevailing with respect to the
matters in dispute in any proceeding initiated by the Executive or the
Executive’s having been determined to have acted reasonably and in good faith
with respect to any proceeding initiated by the Corporation or the Consolidated
Subsidiaries.


 


11.                                 Indemnification.  During Executive’s term of employment with
the Corporation and thereafter, the Corporation shall indemnify and hold
Executive harmless to the maximum extent now or hereafter permitted under the
Articles of Incorporation and By-Laws of the Corporation.  In the event that legal action is instituted
or threatened against the Executive during or after the term of his employment
with, or membership on the Board of Directors of, the Corporation, the Bank or
any affiliate the Corporation, in connection with such employment or
membership, the Corporation will advance to the Executive the costs and
expenses incurred by Executive in the defense of such action (including
reasonable attorneys, expert and other professional? fees) to the maximum
extent permitted by law without prejudice to or waiver by the Corporation of
its rights and remedies against the Executive. 
In the event that there is a final judgment entered against the
Executive in any such litigation which, in accordance with its Articles of
Incorporation and By-Laws, is not subject to indemnification, then the
Executive shall reimburse the Corporation for all such costs and expenses paid
or incurred by it in the Executive’s defense of such litigation (the
“Reimbursement Amount”). The Reimbursement Amount shall be paid by the
Executive within 30 days after rendition of the final judgment and a
determination by the Board of Directors that such costs and expenses are not
subject to indemnification. The parties shall cooperate in the defense of any
asserted claim, demand or liability against the Executive or the Corporation or
any of the Consolidated Subsidiaries. 
The term “final judgment” as used herein shall be defined to mean the
decision of a court of competent jurisdiction, and in the event of an appeal,
then the decision of the appellate court, after petition for rehearing has been
denied, or the time for filing the same (or the filing of further appeal) has
expired.  The  rights to indemnification under this Section 11 shall be in
addition to any rights which Executive may now or hereafter have under any
insurance contract maintained by the Corporation or any of its other affiliates
or any other agreement between Executive and the Corporation or any of its
affiliates.  Anything in this Agreement
to the contrary notwithstanding, Executive’s indemnification rights under this
Section 11, the Articles of Incorporation and By-Laws of the Corporation and
applicable law, shall survive the


 


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termination of Executive’s
employment with the Corporation and his membership on the Board of Directors of
the Corporation, the Bank and any affiliate of the Corporation.


 


12.                                 No
Assignments.


 


(a)                                  This
Agreement is personal to each of the parties hereto, and neither may assign or
delegate any of its rights or obligations hereunder without first obtaining the
written consent of the other party; provided, however, that this Agreement
shall be binding upon and inure to the benefit of any successor of the
Corporation and the Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) by an assumption
agreement in form and substance reasonably satisfactory to the Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Corporation would be required to perform it if no such
succession had taken place.  Failure of
the Corporation to obtain such an assumption agreement prior to the effectiveness
of any such succession shall be a breach of this Agreement and shall entitle
the Executive to compensation and benefits from the Corporation in the same
amount and on the same terms as provided in Section 7(b).  For purposes of implementing the provisions
of this Section 12, the date on which any such succession becomes effective
shall be deemed the Date of Termination.


 


(b)                                 This
Agreement and all rights of the Executive hereunder shall inure to the benefit
of and be enforceable by the Executive’s personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.


 


13.                                 Notice.  For the purposes of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when personally delivered or five
days after the date that sent by certified mail, return receipt requested,
postage prepaid, to the Corporation at its home office, to the attention of the
Board of Directors with a copy to the Secretary of the Corporation, or, if to
the Executive, to such home or other address as the Executive has most recently
provided in writing to the Corporation.


 


14.                                 Amendments.  No amendments or additions to this Agreement
shall be binding unless in writing and signed by both parties.


 


15.                                 Headings.  The headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.


 


16.                                 Severability.  The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provisions shall
not affect the validity or enforceability of the other provisions hereof.


 


17.                                 Governing
Law.  This Agreement shall be
governed by the laws of the State of Illinois.


 


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18.                                 Preparation
Fees.  The Corporation shall be
solely responsible for payment of any and all legal fees incurred by Executive
in the preparation, negotiation and execution of this Agreement, but in an
amount not to exceed $15,000.


 


19.                                 Successors
to Code Sections.  All provisions of
this Agreement referring to sections of the U.S.C. (United State Code) or to
the Code shall be deemed to refer to successor code sections in the event of
renumbering of code sections.


 


20.                             1999 Employment Agreement.  This Agreement supercedes and replaces the
1999 Employment Agreement and as of January 1, 2003 the 1999 Employment
Agreement shall terminate and have no further force or effect.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the day and year first
above written.


 


 


	
  Attest:

  	
  MB
  FINANCIAL, INC.

  
	
   

  	
   

  
	
  /s/ Doria L. Koros

  	
   

  	
  /s/ E.M. Bakwin

  	
   

  
	
  Doria L.
  Koros

  	
  E.M. Bakwin

  
	
  Secretary

  	
  Chairman of
  the board

  
	
   

  	
   

  
	
  Witness:

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
  /s/ Jahaira Soto

  	
   

  	
  /s/ Mitchell Feiger

  	
   

  
	
  Jahaira Soto

  	
  Mitchell
  Feiger

  



 


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