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MIDWEST BANC HOLDINGS,
INC.
STOCK AND INCENTIVE PLAN
RESTRICTED STOCK GRANT
NOTICE
(NON-EMPLOYEE DIRECTORS)
Pursuant to the
Midwest Banc Holdings, Inc. Stock and Incentive Plan (the
“Plan”), Midwest Banc Holdings, Inc. (the
“Company”) hereby grants to Participant shares of the
Company’s Common Stock subject to all of the terms and
conditions as set forth herein and in the Restricted Stock Award
Agreement (the “Award Agreement”), and the Plan, all of
which are attached hereto and incorporated herein in their
entirety. Capitalized terms used herein shall have the meanings
assigned to them in the Plan unless the context otherwise requires
or unless otherwise defined herein.
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Name of
Participant:
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Date of Grant
(Later of: fifth business day after the date stockholders approve
the Plan or fifth business day after the date on which the director
is first elected by the shareholders):
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Number of
Shares Granted:
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Vesting
Schedule: Your rights in
the Common Stock will vest as follows: one-third will vest on the
date of grant and one-third will vest on each of the two succeeding
anniversaries of the date of grant.
Period of
Restriction: The
“Period of Restriction” begins on the date of the grant
of the Common Stock to you and ends on the date your rights in the
Common Stock vest pursuant to the Vesting Schedule described
above.
Termination
of Service: In the event
of your termination of service as a Director of the Company for
reasons other than Retirement, death or Disability and prior to the
vesting of your rights in the Common Stock, you must transfer the
unvested shares of Restricted Stock to the Company.
Additional
Terms/Acknowledgements: The undersigned Participant acknowledges receipt
of, and understands and agrees to, this Grant Notice, the Award
Agreement and the Plan. Participant further acknowledges that as of
the Date of Grant, this Grant Notice, the Award Agreement and the
Plan set forth the entire understanding between Participant and the
Company regarding the acquisition of stock in the Company and
supersede all prior oral and written agreements on that subject
with the exception of Restricted Stock previously granted and
delivered to Participant under the Plan.
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midwest banc holdings,
inc.
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participant
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Signature
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Date:
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Attachments:
Award Agreement and Midwest Banc
Holdings, Inc. Stock and Incentive Plan
MIDWEST BANC HOLDINGS, INC.
STOCK AND INCENTIVE PLAN
RESTRICTED STOCK AWARD
AGREEMENT
(NON-EMPLOYEE DIRECTORS)
Pursuant to
your Restricted Stock Grant Notice (“Grant Notice”) and
this Restricted Stock Award Agreement (the “Award
Agreement”), Midwest Banc Holdings, Inc. (the
“Company”) has granted you Restricted Stock under the
Midwest Banc Holdings, Inc. Stock and Incentive Plan (the
“Plan”). Defined terms not explicitly defined in this
Award Agreement but defined in the Plan shall have the same
definitions as in the Plan.
The details of
your Restricted Stock are as follows:
1.
VESTING. Subject to the limitations contained herein, your
Shares will vest as provided in your Grant Notice. In general, if
you terminate your service for reasons other than your Retirement,
death, or Disability before your rights in the Common Stock fully
vest, the portion of the Common Stock that is not vested will be
forfeited.
2. NUMBER OF
SHARES. The number of
shares of Restricted Stock referenced in your Grant Notice may be
adjusted from time to time for changes in corporate capitalization
in accordance with the terms of the Plan.
3. EXECUTION
AND RETURN OF RESTRICTED STOCK GRANT NOTICE.
Within fifteen (15) days from
the Date of Gra
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