0001139812-12-000033 Sample Contracts

MB FINANCIAL, INC. SECOND AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN NON- QUALIFIED STOCK OPTION AGREEMENT (Management Committee)
Qualified Stock Option Agreement • September 5th, 2012 • Mb Financial Inc /Md • National commercial banks

This option, intended to be a Non-Qualified Stock Option, is granted as of [ ] by MB Financial, Inc. (the “Company”) to ___________ (the “Optionee”), in accordance with the following terms and conditions:

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MB FINANCIAL, INC. SECOND AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT (Management Committee)
Incentive Stock Option Agreement • September 5th, 2012 • Mb Financial Inc /Md • National commercial banks

This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of [ ] by MB Financial, Inc. (the “Company”) to ___________ (the “Optionee”), in accordance with the following terms and conditions:

MB FINANCIAL, INC. SECOND AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (Management Committee)
Restricted Stock Agreement • September 5th, 2012 • Mb Financial Inc /Md • National commercial banks

Shares of Restricted Stock are hereby awarded on [ ] by MB Financial, Inc., a Maryland corporation (the “Company”), to ______________ (the “Grantee”), in accordance with the following terms and conditions.

MB FINANCIAL, INC. SECOND AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Management Committee)
Restricted Stock Unit Agreement • September 5th, 2012 • Mb Financial Inc /Md • National commercial banks

Restricted Stock Units are hereby awarded on [ ] (the “Grant Date”) by MB Financial, Inc., a Maryland corporation (the “Company”), to ______________ (the “Grantee”), in accordance with the following terms and conditions.

PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • September 5th, 2012 • Mb Financial Inc /Md • National commercial banks

MB Financial, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s Second Amended and Restated Omnibus Incentive Plan (the “Plan”), the Company’s Organization and Compensation Committee has approved the issuance of performance share units to you as set forth below (each a “PSU” and collectively, the “PSUs”). This award of PSUs is intended to Qualified Performance-Based Compensation within the meaning of Section 162(m) of the Code and Article 11 of the Plan.

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