First Oak Brook Bancshares Inc Sample Contracts

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EXHIBIT 4.1 RIGHTS AGREEMENT
Rights Agreement • May 21st, 1999 • First Oak Brook Bancshares Inc • State commercial banks • Delaware
FORMULA OPTION
Stock Option Agreement • January 25th, 2002 • First Oak Brook Bancshares Inc • State commercial banks
MAXIMUM NUMBER OF YEARS AFTER SHARES AS TO WHICH DATE OF GRANT OPTION MAY BE EXERCISED ------------- -----------------------
Stock Option Agreement • January 25th, 2002 • First Oak Brook Bancshares Inc • State commercial banks
AGREEMENT AND PLAN OF MERGER dated as of May 1, 2006 by and among MB FINANCIAL, INC. MBFI ACQUISITION CORP. and FIRST OAK BROOK BANCSHARES, INC.
Agreement and Plan of Merger • May 2nd, 2006 • First Oak Brook Bancshares Inc • State commercial banks • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 1, 2006, by and between MB Financial, Inc., a Maryland corporation (“MBFI”), MBFI Acquisition Corp., a newly formed Delaware corporation and wholly owned subsidiary of MBFI (“Acquisition Corp.”) and First Oak Brook Bancshares, Inc., a Delaware corporation (“FOBB”).

TWELFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 9th, 2004 • First Oak Brook Bancshares Inc • State commercial banks • Illinois

THIS TWELFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of April 1, 2004 (“Amendment”), is between FIRST OAK BROOK BANCSHARES, INC., a Delaware corporation (the “Company”), having an address of 1400 West 16th Street, Oak Brook, Illinois 60523, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), having an address of 135 South LaSalle Street, Chicago, Illinois 60603.

EXHIBIT 10.1 December 30, 2005 Mr. Eugene P. Heytow 1400 Sixteenth Street Oak Brook IL 60523 Re: SUPPLEMENTAL PENSION BENEFIT AGREEMENT Dear Gene: This letter agreement ("Agreement") is to confirm our mutual understanding and agreement regarding...
Benefit Agreement • January 6th, 2006 • First Oak Brook Bancshares Inc • State commercial banks

This letter agreement ("Agreement") is to confirm our mutual understanding and agreement regarding changes to the supplemental pension payable to you under your Supplemental Pension Benefit Agreement, dated October 19, 1994, as amended (the "SPBA").

ELEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 14th, 2003 • First Oak Brook Bancshares Inc • State commercial banks • Illinois

THIS ELEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of April 1, 2003 (“Amendment”), is between FIRST OAK BROOK BANCSHARES, INC., a Delaware corporation (the “Company”), having an address of 1400 West 16th Street, Oak Brook, Illinois 60523, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), having an address of 135 South LaSalle Street, Chicago, Illinois 60603.

FIRST OAK BROOK BANCSHARES, INC. OAK BROOK BANK Agreement Regarding Confidentiality, Non-Solicitation of Customers and Employees and Prohibited Conduct
First Oak Brook Bancshares Inc • March 14th, 2005 • State commercial banks • Illinois

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”).

THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • January 17th, 2006 • First Oak Brook Bancshares Inc • State commercial banks • Illinois

This THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”), dated as of January 11, 2006, is made by EUGENE P. HEYTOW (the “Pledgor”), whose address is One West Monroe, Chicago, Illinois 60603, for the benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), having an address of 135 South LaSalle Street, Chicago, Illinois 60603.

First Oak Brook Bancshares, Inc. STOCK OPTION AGREEMENT
Stock Option Agreement • March 14th, 2005 • First Oak Brook Bancshares Inc • State commercial banks

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 an Option by the Company, effective as of the date hereof (the “date of grant”), to purchase ___shares of the Company’s Common Stock (“Shares”) at a price per share of $___subject to the terms and conditions set forth in the First Oak Brook Bancshares, Inc. Incentive Compensation Plan (the “Plan”), the terms of which are incorporated herein by reference. This Option is not intended to be an incentive stock option within the meaning of Section 422 of the Code.

EXHIBIT C FORM OF FOBB AFFILIATE AGREEMENT May 1, 2006
First Oak Brook Bancshares Inc • May 2nd, 2006 • State commercial banks

to MBFI that the MBFI Stock represented by such certificates is being or has been sold in conformity with the provisions of Rule 145(d) under the Securities Act.

FIRST OAK BROOK BANCSHARES, INC. RSU Award Agreement
Award Agreement • March 14th, 2005 • First Oak Brook Bancshares Inc • State commercial banks

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.

Eugene P. Heytow Sales Plan
First Oak Brook Bancshares Inc • December 15th, 2004 • State commercial banks • New York

WHEREAS, the Seller desires to establish the Sales Plan to sell shares of common stock, par value $2.00 per share (the “Stock”), of First Oak Brook Bancshares, Inc (the “Issuer”) in accordance with the requirements of Rule 10b5-1 as further set forth herein;

WITNESSETH:
Asset Purchase Agreement • July 14th, 1997 • First Oak Brook Bancshares Inc • State commercial banks • Delaware
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • March 15th, 2006 • First Oak Brook Bancshares Inc • State commercial banks • Illinois

This Separation Agreement and General Release (hereinafter “Agreement”) is made and entered into this 20th day of October, 2005, by and between FIRST OAK BROOK BANCSHARES, INC. (hereinafter “FOBB”), OAK BROOK BANK (hereinafter the “Bank”) and BRIAN C. ENGLAND (hereinafter “Employee”):

EXHIBIT A FORM OF FOBB VOTING AGREEMENT May 1, 2006
Voting Agreement • May 2nd, 2006 • First Oak Brook Bancshares Inc • State commercial banks

MB Financial, Inc. (“MBFI”), MBFI Acquisition Corp., a wholly-owned subsidiary of MBFI (“Merger Sub”) and First Oak Brook Bancshares, Inc. (“FOBB”) have entered into an Agreement and Plan of Merger dated as of May 1, 2006 (the “Merger Agreement”) pursuant to which, among other things, and subject to the terms and conditions set forth therein, (a) FOBB will merge with and into Merger Sub; and (b) the shareholders of FOBB will receive cash and/or common stock of MBFI as stated in the Merger Agreement.

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FOURTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 4th, 2006 • First Oak Brook Bancshares Inc • State commercial banks • Illinois

THIS FOURTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of April 1, 2006 (“Amendment”), is between FIRST OAK BROOK BANCSHARES, INC., a Delaware corporation (the “Company”), having an address of 1400 West 16th Street, Oak Brook, Illinois 60523, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), having an address of 135 South LaSalle Street, Chicago, Illinois 60603.

Agreement
Letter Agreement • March 9th, 2005 • First Oak Brook Bancshares Inc • State commercial banks • Illinois

This letter agreement (“Agreement”) is to confirm our mutual understanding and agreement regarding your retirement from employment with First Oak Brook Bancshares, Inc. (the “Company”) and your continuing services thereafter.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • August 4th, 2006 • First Oak Brook Bancshares Inc • State commercial banks • Delaware

This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of May 1, 2006 (this “Amendment”), is by and between First Oak Brook Bancshares, Inc., a Delaware corporation (“Company”) and Oak Brook Bank, in its capacity as rights agent (the “Rights Agent”) under the Rights Agreement entered into between the Company and the Rights Agent, dated May 4, 1999 (“Rights Agreement”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Rights Agreement.

THIRTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 8th, 2005 • First Oak Brook Bancshares Inc • State commercial banks • Illinois

THIS THIRTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of April 1, 2005 (“Amendment”), is between FIRST OAK BROOK BANCSHARES, INC., a Delaware corporation (the “Company”), having an address of 1400 West 16th Street, Oak Brook, Illinois 60523, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), having an address of 135 South LaSalle Street, Chicago, Illinois 60603.

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