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EXHIBIT 10.5
CPP Senior Executive Officer
Agreement
Under the TARP Capital Purchase
Program
[Name of
Executive Officer]
MB Financial,
Inc.
MF Financial
Center
6111 North
River Road
Rosemont, IL
60018
Dear
[ ]:
MB Financial, Inc. (“Company”)
proposes to enter into a letter agreement with the United States
Department of Treasury (“UST”) as part of the
Company’s participation in the UST’s TARP Capital
Purchase Program (“CPP”). The letter agreement
incorporates therein a Securities Purchase Agreement –
Standard Form (“UST Purchase Agreement”) providing for
the purchase (the “Purchase”) and receipt by the UST of
preferred stock and warrants of the Company (such preferred shares,
warrants, and if applicable, any common stock issued upon exercise
of the warrants, the “Purchased
Securities”).
In order for the Company to participate in the
CPP and as a condition to the closing of the Purchase in the
Company contemplated by the UST Purchase Agreement, the Company is
required to take certain actions and adopt certain standards
relating to the compensation of its senior executive officers (as
defined below) and to make certain changes to certain compensation
arrangements applicable to its senior executive
officers.
The Company has determined that you are or may
become a senior executive officer for purposes of the
CPP. To comply with these requirements, and in
consideration of the benefits that you will receive as an employee,
officer and/or stockholder of the Company as a result of the
Company’s participation in the CPP, you agree as
follows:
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No Golden
Parachute Payments . The Company is prohibited from
making any golden parachute payment (as defined below) to you
during any “CPP Covered Period.” The “CPP Covered
Period” is any period during which the UST holds any
Purchased Securities. The Company shall work with you
between the date hereof and December 31, 2008 in order to determine
the potential payments and benefits which may be subject to the
foregoing limitations and, if necessary, to determine the order in
which such payments and benefits would be reduced, if
necessary.
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Clawback of
Bonus and Incentive Compensation . Any bonus or incentive compensation
payments to you during a CPP Covered Period are subject to recovery
or “clawback” by the Company if such payments were
based on materially inaccurate financial statements or any other
materially inaccurate performance metric, all within t
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