MB FINANCIAL INC /MD (Form: 8-K, Received: 09/05/2012 15:24:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2012

MB FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland		0-24566-01		36-4460265
(State or other jurisdiction of incorporation)		(Commission File Number		I.R.S. Employer Identification No.)

800 West Madison Street, Chicago, IL		60607
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 422-6562

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in July 2012, the Organization and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) and the independent members of the Board approved changes to the compensation arrangements for Mitchell Feiger, President and Chief Executive Officer, and Jill E. York, Vice President and Chief Financial Officer, to reflect the Company’s March 2012 exit from the TARP Program and its restrictions and limitations on incentive compensation, including equity-based long-term incentive compensation (“LTI”).

On August 29, 2012, as part of the updating of compensation arrangements to reflect the exit from TARP, the independent members of the Board (based upon the recommendations of the Committee) approved 2012 LTI awards for Mr. Feiger, and the Committee approved 2012 LTI awards for Ms. York and the Company’s other named executive officers. The LTI awards consist of a mix of performance share units (“PSUs”), restricted stock and stock options, as set forth in the table below.

	PSUs (Target (#))	Restricted Stock (Shares or Units)	Stock Options
Mitchell Feiger	26,593	21,275	23,124

Jill E. York	8,314	6,651	7,229

Burton J. Field	1,465	1,172	1,274

Brian J. Wildman	5,294	4,235	4,604

Susan G. Peterson	4,682	3,746	4,071

Vesting and payment of the PSU awards is based on the Company’s relative total stockholder return (“TSR”) during a three-year performance period ending August 28, 2015, as compared to the TSR of members of a peer group consisting of financial institutions in the SNL Midcap Bank Index over the same period. The grantees will earn 25% of the target number of PSUs if the Company’s TSR is at the 25th percentile of the group, the target number if the Company’s TSR is at the 50th percentile, and 175% of the target number if the Company’s TSR is at or above the 75th percentile. No PSUs will be earned if the Company's TSR is below the 25th percentile.

Earned PSUs, if any, will be paid (each earned PSU equals one share of the Company’s common stock, plus dividend equivalents) within 30 days after the end of the performance period. No earned PSUs will be paid if the grantee’s employment has terminated before the end of the performance period, unless the termination was a qualifying termination under the PSU award agreement. In such event, the grantee will be entitled to receive earned PSUs, if any, at the end of the performance period as if employment had not terminated. In the event of a change in control, the performance period will end and the number of PSUs earned, if any, will be based on the Company’s relative TSR ranking through the date of change in control. Vesting and payment of any earned PSUs will be “double-trigger.” Vesting and payment will not automatically accelerate due to the change in control; vesting and payment with respect to earned PSUs will be made at the end of the three-year performance period, subject to acceleration in the event of a qualifying termination upon or after the change in control.

The restricted stock and stock option awards vest in 25% increments on each of the first four anniversaries of the date of grant, subject to continued employment. The awards will continue to vest or, in some circumstances, vest in full in the event of a qualifying termination. The awards have double-trigger vesting as described above, and will not automatically vest upon a change in control.

Forms of the award agreements, which set forth the terms of the awards, are filed as exhibits to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.30 Form of Performance Share Unit Award Agreement

10.31 Form of Incentive Stock Option Agreement (Management Committee)

10.31A Form of Non-Qualified Stock Option Agreement (Management Committee)

10.32 Form of Restricted Stock Agreement (Management Committee)

10.32A Form of Restricted Stock Unit Agreement (Management Committee)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	MB FINANCIAL, INC.



Date: September 5, 2012	By: /s/Jill E. York
	Jill E. York
	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description

10.30	Form of Performance Share Unit Award Agreement

10.31	Form of Incentive Stock Option Agreement (Management Committee)

10.31A	Form of Non-Qualified Stock Option Agreement (Management Committee)

10.32	Form of Restricted Stock Agreement (Management Committee)

10.32A	Form of Restricted Stock Unit Agreement (Management Committee)

Exhibit 10.30

PERFORMANCE SHARE UNIT AWARD AGREEMENT

[ ]

800 West Madison Street

Chicago, IL 60607

Re: MB Financial Inc. Grant of Performance Share Units

Dear [ ]:

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.

Each PSU earned under this Agreement is equivalent in value to one share of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), and will entitle you to receive from the Company at the times set forth in this Agreement one share of Common Stock, together with any dividend equivalents (as defined below) with respect thereto. Each PSU is subject to the terms and conditions set forth herein and in the Plan. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Plan.

Grant Date:	[ ]
Target Number of PSUs:	[ ]
Performance Period, Vesting Date and Number of PSUs that may be earned and vested:	The number of PSUs earned and the Performance Period, vesting and payment dates thereof shall be determined in accordance with Exhibit A attached hereto, the provisions of which are incorporated into this Agreement as if set forth herein.
Dividend Equivalents:	The PSUs will accumulate dividend equivalents. The dividend equivalents shall equal the dividends actually paid with respect to Company Common Stock during the period while (and to the extent) the PSUs remain outstanding and unpaid. The dividend equivalents shall accumulate, without interest, and be paid in cash at the time shares of Common Stock are paid with respect to any Earned PSUs, or shall be forfeited at the time the PSUs are forfeited. For purposes of determining the amount of dividends accumulated and to be paid with respect any PSUs that become payable, the PSUs which are payable will be considered to have been outstanding from the Grant Date.

PSU-1

1. Conformity with Plan . The grant of PSUs is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, you acknowledge your receipt of this Agreement and the Plan and agree to be bound by all of the terms of this Agreement and the Plan.

2. Rights of Participants; Effect of Certain Events . Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate your employment, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept services from you. The effect of a Change in Control or of termination of your employment upon the Award shall be determined as set forth on Exhibit A attached hereto.

3. Adjustments for Changes in Capitalization of the Company . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company’s Common Stock, such adjustment shall be made in the number of PSUs and/or the number and class of shares of Common Stock payable with respect to the PSUs subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of PSUs and shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.

4. Withholding Tax . The Company shall withhold from any payment or distribution made under this Agreement shares of Common Stock with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld. The Company shall have the right to deduct from all dividends equivalents paid the amount of any taxes which the Company is required to withhold at the time such amounts are paid to you.

PSU-2

5. Regulatory, Recoupment and Holding Period Requirements . You acknowledge and agree that this Award and your receipt of any shares of Common Stock hereunder is subject to (a) the provisions of Section 20.2 of the Plan, including possible reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements, upon the occurrence of events set forth in Section 20.2 of the Plan, and (b) any policies which the Company may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.

6. Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.

7. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

8. Electronic Signature . All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. Your electronic signature, including, without limitation, “click-through” acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, your manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

9. Entire Agreement . This Agreement, including Exhibit A hereto, and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to this award of PSUs.

****

PSU-3

SIGNATURE PAGE TO PERFORMANCE SHARE UNIT AWARD AGREEMENT

Please execute the extra copy of this Agreement in the space below and return it to the Vice President and Chief Financial Officer at MB Financial, Inc. to confirm your understanding and acceptance of the agreements contained in this Agreement, including Exhibit A hereto.

Very truly yours,

MB FINANCIAL, INC.

Jill E. York

Vice President and Chief Financial Officer

Enclosure: 1. Extra copy of this Agreement, including Exhibit A

The undersigned hereby acknowledges having read this Agreement, including Exhibit A hereto and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan.

Dated as of [ ]

[ ]

PSU-4

Exhibit A to Performance Share Unit Award Agreement

TSR-Based Performance Measure

References herein to “Agreement” shall mean the Performance Share Unit Award Agreement, inclusive of this Exhibit A, to “Award” shall mean the Performance Award evidenced by the Agreement and references to “Grantee” shall mean you.

1. TSR-Based Performance Measure :

(a) Performance Measure and Performance Goal : The Performance Measure applicable to this Award is Total Shareholder Return or TSR (as defined below) and the Performance Goal is relative Total Shareholder Return or TSR (as defined below) for the Performance Period.

(b) Certification of Achievement Relative to Performance Goal : Following the end of the Performance Period, the Company’s Organization and Compensation Committee will certify the level of the Performance Goal achieved. Performance at or above the threshold level will result in PSUs becoming earned (“Earned PSUs”). Earned PSUs will vest as set forth below. PSUs will be forfeited and cancelled in full if the Company’s performance during the Performance Period does not meet or exceed the threshold percentile rank of the Performance Goal. To the extent the Earned PSUs are less than the target number of PSUs, such excess PSUs shall be forfeited and cancelled. The certification of the level of the Performance Goal achieved and the corresponding number of PSUs earned shall occur no later than 15 days after the end of the Performance Period.

(c) Vesting Date for Earned PSUs : Subject to Section 5 below, 100% of the Earned PSUs will vest on [ ], provided that Grantee is then serving as an employee of the Company or any Subsidiary .

(d) Payment of Shares for Earned and Vested : The Company will issue shares and pay dividend equivalents to Grantee with respect to any Earned PSUs not later than 30 days following the date such Earned PSUs become vested.

2. Additional Definitions .

(a) “ Comparison Group ” means the companies listed on Appendix 1 to this Exhibit A, as may be adjusted as described below.

(b) “ Performance Period ” means the [ ] period commencing [ ] and ending [ ].

(c) “ Total Shareholder Return ” or “ TSR ” means total shareholder return as applied to the Company or any company in the Comparison Group, meaning stock price appreciation from the beginning to the end of the Performance Period, plus dividends and distributions made or declared (assuming such dividends or distributions are reinvested in the common stock of the Company or any company in the Comparison Group) during the Performance Period, expressed as a percentage return. Except as modified in Section 5(b), for purposes of computing TSR, the stock price at the beginning of the Performance Period will be the average price of a share of common stock over the 20 trading days ending on [ ], the last trading day prior to the beginning of the Performance Period, and the stock price at the end of the Performance Period will be the average price of a share of common stock over the 20 trading days ending on [ ], the last trading day of the Performance Period, adjusted for changes in capital structure; provided, however, that if a company: (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business operations, then the TSR for that company will be negative one hundred percent (-100%) .

A-1

3. Calculation . For purposes of the Award and this Exhibit A, the number of PSUs earned will be calculated as follows:

FIRST: For the Company and for each other company in the Comparison Group, determine the TSR for the Performance Period.

SECOND: Rank the TSR values determined in the first step from low to high (with the company having the lowest TSR being ranked number 1, the company with the second lowest TSR ranked number 2, and so on) and determine the Company’s percentile rank based upon its position in the list by dividing the Company’s position (minus 1) by the total number of companies (including the Company) in the Comparison Group (minus 1) and rounding the quotient to the nearest hundredth. For example, if the Company were ranked 32 on the list out of 47 companies (including the Company), its percentile rank would be 67.39% (32-1/47-1).

THIRD: Plot the percentile rank for the Company determined in the second step into the appropriate band in the left-hand column of the table below and determine the number of PSUs earned as a percent of target, which is the figure in the right-hand column of the table below corresponding to that percentile rank. Use linear interpolation between points in the table below to determine the percentile rank and the corresponding share funding if the Company’s percentile rank is between 25% and 75% but not exactly one of the percentile ranks listed in the left-hand column. For example, if the Company’s percentile rank is 67.39%, then 152.17% of the target number of PSUs would be earned.

percentile rank	% target PSUs earned
<25% or below	0%
25%	25%
50%	100%
75% or above	175%

A-2

4. Rules . The following rules apply to the computation of the number of PSUs earned:

(a) No Guaranteed Payout : The minimum number of PSUs which may be earned is zero and the maximum number of PSUs which may be earned is 175% of target. There is no minimum number of PSUs or other consideration that will be paid out, and no PSUs will be earned if the percentile rank is less than the 25 th percentile in the Performance Period.

(b) Effect of Specified Corporate Change on Comparison Group : Companies shall be removed from the Comparison Group if they undergo a Specified Corporate Change. A company that is removed from the Comparison Group before the end of a Performance Period will not be included at all in the computation of the number of PSUs earned for that Performance Period. A company in the Comparison Group will be deemed to have undergone a “Specified Corporate Change” if it:

(1)

ceases to be a domestically domiciled publicly traded company on a national stock exchange or market system, unless such cessation of such listing is due to a low stock price or low trading volume; or

(2)

has gone private; or

(3)

has reincorporated in a foreign (e.g., non-U.S.) jurisdiction, regardless of whether it is a reporting company in that or another jurisdiction; or

(4)

has been acquired by another company (whether by another company in the Comparison Group or otherwise, but not including internal reorganizations), or has sold all or substantially all of its assets.

The Company shall rely on press releases, public filings, website postings, and other reasonably reliable information available regarding a company in the Comparison Group in making a determination that a Specified Corporate Change has occurred.

5. Effect of Certain Events . The following provisions will apply in the event of the termination of employment or the occurrence of a Change in Control prior to the end of the Performance Period or completion of the vesting period.

(a) Termination of Employment Prior to a Change in Control .

(i) Termination for Any Reason Other Than Due to a Qualifying Termination : In the event Grantee’s employment with the Company terminates for any reason other than a Qualifying Termination, this Award shall terminate, all outstanding unearned or Earned, but unvested, PSUs will be forfeited and cancelled and no additional amounts shall become payable under this Award as of the date of such employment termination.

(ii) Termination Due to Qualifying Termination : In the event Grantee’s employment with the Company terminates due to Grantee’s Qualifying Termination prior to the end of the Performance Period, this Award shall not terminate and PSUs may become Earned and vested at the end of the Performance Period. The number of PSUs which shall become Earned and vested shall be equal to the percentage of the target number of PSUs earned (as certified by the Committee following the end of the Performance Period, or if earlier, the date of a Change in Control) as if the Grantee’s employment had not terminated. Shares and dividend equivalents underlying such vested PSUs shall be distributed following the Performance Period at such time as distributions are made with respect to other Earned PSUs.

A-3

(b) Effect of Change in Control . In the event of a Change in Control (as defined in the Plan), the number of PSUs earned shall be calculated and certified by the Committee, and such PSUs shall become earned, vested and payable as follows.

First : If the Performance Period has not been completed, there shall be determined the number of PSUs that would be earned if the Performance Period was the period which began on [ ] and ended on the date which is five trading days prior to the date of the Change in Control. The Company TSR for purposes of this calculation shall be determined using the per share value of the common stock as of the date of the Change in Control instead of a 20 trading day average ending on the last day of the Performance Period. The Committee shall determine and certify the number of Earned PSUs in accordance with Sections 1(b) and 3 above.

Second: The shares and dividend equivalents underlying such Earned PSUs shall remain unvested and shall continue to vest and be distributed in accordance with the original vesting schedule set forth in Section 1(c) above. If Grantee’s employment terminates following the Change in Control in circumstances constituting a Qualifying Termination, all Earned but unvested PSUs shall vest in full and the shares and dividend equivalents underlying such PSUs shall, subject to Section 20.3 of the Plan relating to compliance with Section 409A, be distributed as promptly as practicable and in no event later than 30 days following such termination of employment. If Grantee incurred a Qualifying Termination prior to the Change in Control, then, for purposes of the preceding sentence, Grantee will be treated as if such Qualifying Termination occurred immediately after the Change in Control.

(c) Definition of Qualifying Termination : For purposes of this Section 5, termination of employment due to death, Disability, involuntary termination without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Grantee), a Pre Age 65 Service Retirement (as defined below), a Retirement (as defined below), a Post Age 65 Service Retirement (as defined below), or a termination upon or after a Change in Control resulting in severance benefits becoming payable to the Grantee shall be a “Qualifying Termination”.

For purposes of determining whether certain terminations of employment constitute a Qualifying Termination, the following provisions shall apply:

(i) If the Grantee’s employment is voluntarily or involuntarily terminated other than for Cause or death prior to age 65 and the Grantee’s age plus years of service is equal to or greater than ninety (90), then the termination is considered to be a “Pre-Age 65 Service Retirement.”

(ii) If the Grantee’s employment is voluntarily or involuntarily terminated other than for Cause or death on or after age 65 and the Grantee’s age plus years of service is less than ninety (90), then the termination is considered to be a “Retirement.”

A-4

(iii) If the Grantee’s employment is voluntarily or involuntarily terminated other than for Cause or death on or after age 65 and the Grantee’s age plus years of service is equal to or greater than ninety (90), then the termination is considered to be a “Post-Age 65 Service Retirement.”

To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide vesting rights with respect to the Shares in addition to those contained in this Section 5, such additional rights shall be deemed to be part of this Agreement and are incorporated herein by reference.

A-5

Appendix 1 to

Exhibit A to

Performance Share Unit Grant Agreement

Comparison Group

BKU	BankUnited Inc.
BOH	Bank of Hawaii Corp.
CFR	Cullen/Frost Bankers Inc.
CBSH	Commerce Bancshares Inc.
WABC	Westamerica Bancorp.
SBNY	Signature Bank
BOKF	BOK Financial Corp.
FULT	Fulton Financial Corp.
CBU	Community Bank System Inc.
OZRK	Bank of the Ozarks Inc.
UBSI	United Bankshares Inc.
IBKC	IBERIABANK Corp.
WTFC	Wintrust Financial Corp.
VLY	Valley National Bancorp
FRC	First Republic Bank
STSA	Sterling Financial Corp.
CYN	City National Corp.
FNB	F.N.B. Corp.
CVBF	CVB Financial Corp.
ONB	Old National Bancorp
UMBF	UMB Financial Corp.
NPBC	National Penn Bancshares Inc.
FMER	FirstMerit Corp.
PRK	Park National Corp.
ASBC	Associated Banc-Corp
CSE	CapitalSource Inc.
FFIN	First Financial Bankshares
PB	Prosperity Bancshares Inc.
TRMK	Trustmark Corp.
UMPQ	Umpqua Holdings Corp.
BXS	BancorpSouth Inc.
GBCI	Glacier Bancorp Inc.
TCBI	Texas Capital Bancshares Inc.
FNFG	First Niagara Finl Group
EWBC	East West Bancorp Inc.
TCB	TCF Financial Corp.
SUSQ	Susquehanna Bancshares Inc.
IBOC	International Bancshares Corp.
ZION	Zions Bancorp.
SIVB	SVB Financial Group
WBS	Webster Financial Corp.
CATY	Cathay General Bancorp
PVTB	PrivateBancorp Inc.
HBHC	Hancock Holding Co.
FHN	First Horizon National Corp.
SNV	Synovus Financial Corp.

A-6

Exhibit 10.31

MB FINANCIAL, INC.

SECOND AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

(Management Committee)

ISO NO. _____

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:

1. Option Grant and Exercise Period . The Company hereby grants to the Optionee an Option (the “Option”) to purchase, pursuant to the MB Financial, Inc. Second Amended and Restated Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of _____ shares (the “Option Shares”) of the Common Stock, par value $.01 per share (“Common Stock”), of the Company at the price (the “Exercise Price”) of $____ per share. A copy of the Plan, as currently in effect, is incorporated herein by reference, and either is attached hereto or has been delivered previously to the Optionee. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Plan.

Except as set forth in Section 5 below or Section 8 below, this Option shall be exercisable only during the period (the “Exercise Period”) commencing on [ ] and ending at 5:00 p.m., Chicago, Illinois time, on [ ], such later time and date being hereinafter referred to as the “Expiration Date.” Subject to Sections 5 and 8 below, this Option shall vest and become exercisable according to the following schedule:

Vesting Date	Cumulative Percentage of Initial Award Vested

During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement. In the event this Option or any portion thereof fails to qualify as an Incentive Stock Option for any reason whatsoever, this Option or such portion thereof shall automatically be deemed a Non-Qualified Stock Option. For example, to the extent that this Option or any portion thereof becomes or remains exercisable after the expiration of three months following the Optionee’s termination of employment (other than by reason of death or Disability with respect to that portion of this Option that is exercisable at time of death or Disability), this Option shall no longer qualify as an Incentive Stock Option but shall deem to be a Non-Qualified Stock Option for tax purposes.

ISO-1

2. Method of Exercise of This Option . This Option may be exercised during the Exercise Period by providing written notice to the Chief Financial Officer or Secretary of the Company specifying the number of Option Shares to be purchased. The notice must be in the form prescribed by Section 6.6 of the Plan. The date of exercise is the date on which such notice is received by the Company. Such notice must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) in cash or its equivalent (including cash or its equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the aggregate Option Price, (iii) by net exercise (a cashless exercise whereby the Company will reduce the number of Option Shares issuable upon exercise by the number of Shares having a Fair Market Value equal to the exercise price for the Option Shares to be purchased upon exercise), or (iv) by a combination of (i), (ii) and (iii). Promptly after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee or other person exercising this Option (pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee) a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another jointly with right of survivorship.

3. Delivery and Registration of Shares of Common Stock . The Company’s obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), or any other Federal, state or local securities law or regulation. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under the Securities Act or other securities law or regulation. The Company shall not be required to deliver any shares upon exercise of this Option prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

4. Non-transferability of This Option . This Option may not be assigned, encumbered, or transferred except, in the event of the death of the Optionee, by will or the laws of descent and distribution to the extent provided in Section 5 below. This Option is exercisable during the Optionee’s lifetime only by the Optionee. The provisions of this Option shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Company and any person to whom this Option is transferred by will or by the laws of descent and distribution.

5. Termination of Employment . This Option expires upon a termination of Optionee’s employment for Cause. If the Optionee is terminated for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination.

ISO-2

Except as otherwise provided in this Section 5, if the Optionee’s employment is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), this Option shall continue to vest and shall remain exercisable (except as provided below in the event of death after termination of employment) for one year after the later of (a) the final vesting date set forth in Section 1 above, or (b) the date of employment termination, but in no event later than the Expiration Date.

If the Optionee voluntarily terminates employment for any reason other than death, Disability, circumstances which constitute an involuntary termination (as described above), a Pre-Age 65 Service Retirement (as defined below), a Retirement (as defined below) or a Post-Age 65 Service Retirement (as defined below), the Optionee shall have ninety (90) days after such termination of employment to exercise this Option to the extent it is otherwise exercisable on the date of employment termination, but in no event later than the Expiration Date.

If the Optionee’s employment is voluntarily or involuntarily terminated other than for Cause or death prior to age 65 and the Optionee’s age plus years of service is equal to or greater than ninety (90) (“Pre-Age 65 Service Retirement”), this Option shall continue to vest and shall remain exercisable (except as provided below in the case of death following such a termination of employment) for one year after the later of (a) the final vesting date set forth in Section 1 above, or (b) the date of the Pre-Age 65 Service Retirement, but in no event later than the Expiration Date.

If the Optionee’s employment is voluntarily or involuntarily terminated other than for Cause or death on or after age 65 and the Optionee’s age plus years of service is less than ninety (90) (a “Retirement”), then this Option to the extent not otherwise exercisable shall become immediately exercisable and shall remain exercisable (except as provided below in the case of death following such a termination of employment) for a period of one year after Retirement, but in no event later than the Expiration Date.

If the Optionee’s employment is voluntarily or involuntarily terminated other than for Cause or death on or after age 65 and the Optionee’s age plus years of service is equal to or greater than ninety (90) (“Post-Age 65 Service Retirement”), then this Option to the extent not otherwise exercisable shall become immediately exercisable and shall remain exercisable (except as provided below in the case of death following such a termination of employment) until the later of (a) one year after the final vesting date set forth in Section 1 above, or (b) the date of the Post-Age 65 Service Retirement, but in no event later than the Expiration Date.

In the event of the death of the Optionee while employed by the Company or in the case of an involuntary termination of employment without Cause within the three month period following termination of employment, or in the case of a Pre-Age 65 Service Retirement, a Retirement or a Post-Age 65 Service Retirement at any time prior to the date this Option would otherwise cease to be exercisable, the person to whom the Option has been transferred by will or by the laws of descent and distribution may exercise this Option at any time within one year following the death of the Optionee, but in no event after the Expiration Date.

ISO-3

Nothing herein is intended to diminish the rights of the Optionee under the Plan if the Optionee’s employment is terminated due to death or Disability.

Notwithstanding the foregoing, to the extent the terms of any employment, severance or other agreement to which the Optionee is a party with the Company or any Subsidiary that is then in effect provide vesting or exercise rights in addition to those contained in this Section 5, such additional rights shall be deemed to be part of this Agreement and are incorporated herein by reference.

In accordance with Section 8 below, the foregoing provisions of this Section 5 shall apply following a Change in Control to this Option or, if applicable, the Replacement Award (as defined in Section 8) which continues in effect after the Change in Control, provided, that if Optionee’s employment terminates upon or after a Change in Control under circumstances (i) constituting involuntary termination without Cause (as described above) or resulting in severance benefits becoming payable to the Optionee (which shall be deemed an involuntary termination without Cause), or (ii) constituting a Pre-Age 65 Service Retirement, a Retirement or a Post-Age 65 Retirement, then this Option, or, if applicable, the Replacement Award, shall become immediately exercisable (to the extent not already exercisable) and shall remain exercisable until the later of (a) one year after such termination of employment or (b) the date set forth above with respect to such circumstances, but in no event later than the Expiration Date.

6. Regulatory, Recoupment and Holding Period Requirements . Optionee acknowledges and agrees that this Award and Optionee’s receipt of any Shares hereunder is subject to possible reduction, cancellation, forfeiture, recoupment (clawback), delayed payment or holding period requirements, (a) upon the occurrence of events set forth in Section 20.2 of the Plan, or (b) pursuant to policies which the Company has or may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.

7. Adjustments for Changes in Capitalization of the Company . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, share combination or other change in the corporate structure of the Company affecting the shares of the Company’s Common Stock, such adjustment shall be made in the number and class of shares covered by this Option and the Exercise Price of this Option as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights; and provided that the number of shares subject to this Option shall always be a whole number.

8. Effect of Change in Control . A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.

Upon a Change in Control prior to the scheduled vesting date, except to the extent that another Award meeting the requirements of this Section 8 (a “Replacement Award”) is provided to Optionee to replace this Award (the “Replaced Award”), the Option shall vest and be exercisable in full on the effective date of such Change in Control.

ISO-4

An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The Award has a value at least equal to the value of the Replaced Award;

(b) The Award relates to publicly-traded equity securities of the Company or its successor following the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and

(c) The other terms and conditions of the Award are not less favorable to the Optionee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 5 relating to vesting and exercisability in the event of termination of employment).

Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 8 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

9. Shareholder Rights Not Granted by This Option . The Optionee is not entitled by virtue hereof to any rights of a shareholder of the Company or to notice of meetings of shareholders or to notice of any other proceedings of the Company.

10. Withholding Tax . The Company shall have the power and the right to deduct or withhold from shares of Common Stock issuable upon exercise of the Option, shares with a Fair Market Value equal to the amount sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld, unless Optionee has made arrangements acceptable to the Company for the payment of such taxes.

11. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of MB Financial, Inc., 6111 N. River Road, Rosemont Illinois 60018. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s address noted below. Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.

12. Plan and Plan Interpretations as Controlling . This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.

13. Optionee Service . Nothing in this Option shall limit the right of the Company or any of its Affiliates to terminate the Optionee’s service as an officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services of the Optionee.

ISO-5

14. Optionee Acceptance . The Optionee shall signify his acceptance of the terms and conditions of this Option by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 11 above.

15. Electronic Signature . All references to signatures and delivery of documents in this Option may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Option. Optionee’s electronic signature, including, without limitation, “click-through” acceptance of this Option through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, Optionee’s manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Option.

16. Notice of Sale . The Optionee or any person to whom this Option or the Option Shares shall have been transferred by will or by the laws of descent and distribution promptly shall give notice to the Company in the event of the sale or other disposition of Option Shares within the later of (a) two years from the date of grant of this Option or (b) one year from the date of exercise of this Option. Such notice shall specify the number of Option Shares sold or otherwise disposed of and be directed to the address set forth in Section 11 above.

IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK OPTION AGREEMENT to be executed as of the date first above written.

	MB FINANCIAL, INC. Jill E. York Vice President and Chief Financial Officer
	ACCEPTED:
	(Street Address)
	(City, State, and Zip Code)

ISO-6

Exhibit 10.31A

MB FINANCIAL, INC.

SECOND AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(Management Committee)

NQSO NO. _____

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:

Vesting Date	Cumulative Percentage of Initial Award Vested

During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement.

NQSO-1

NQSO-2

Nothing herein is intended to diminish the rights of the Optionee under the Plan if the Optionee’s employment is terminated due to death or Disability.

NQSO-3

8. Effect of Change in Control . A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.

An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The Award has a value at least equal to the value of the Replaced Award;

NQSO-4

NQSO-5

IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED STOCK OPTION AGREEMENT to be executed as of the date first above written.

	MB FINANCIAL, INC. Jill E. York Vice President and Chief Financial Officer
	ACCEPTED:
	(Street Address)
	(City, State, and Zip Code)

NQSO-6

Exhibit 10.32

MB FINANCIAL, INC.

SECOND AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

(Management Committee)

RS-M NO. _______

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.

1. Share Award . The Company hereby awards to the Grantee ________ shares (the “Shares”) of the common stock, par value $.01 per share (“Common Stock”), of the Company, pursuant to the MB Financial, Inc. Second Amended and Restated Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

2. Restrictions on Transfer and Restricted Period . Except as otherwise provided in this Section 2 or in Section 3 of this Agreement, during the period commencing on [ ] and terminating on [ ] (the “Restricted Period”), the Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, except in the event of the death of the Grantee, by will or the laws of descent and distribution, or, during the lifetime of the Grantee, pursuant to a Qualified Domestic Relations Order or by gift to any member of the Grantee’s immediate family or to a trust for the benefit of Grantee or one or more of such immediate family members, provided, that such Shares shall remain subject to the provisions of the Agreement. For purposes of this Section 2, the Grantee’s “immediate family” shall mean the Grantee’s spouse, children and grandchildren. The lapsing of the restrictions described above is sometimes referred to in this Agreement as “vesting.”

Subject to Section 3 of this Agreement, restrictions described above shall lapse, and the Shares will vest, per the following schedule:

[ ] of the Shares will vest on each of [ ] (each a “Scheduled Vesting Date”), provided that Grantee is then serving as an employee of the Company or any Subsidiary.

3. Termination of Service . If the Grantee’s employment is terminated for any reason other than a Qualifying Termination prior to the vesting of the Shares, upon such termination of employment the unvested Shares shall be forfeited and returned to the Company; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment other than due to a Qualifying Termination or Cause, provide for the lapsing of such restrictions upon such terms and provisions as it deems proper. If the Grantee’s employment is terminated by reason of a Qualifying Termination, the Shares, if not theretofore vested, shall vest in full on the date of termination.

RS-1

For purposes of this Agreement, termination of employment due to death, Disability, involuntary termination without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Grantee), a Pre-Age 65 Service Retirement (as defined below), a Retirement (as defined below), a Post-Age 65 Service Retirement (as defined below), or a termination upon or after a Change in Control resulting in severance benefits becoming payable to the Grantee shall be a “Qualifying Termination”.

For purposes of determining whether certain terminations of employment constitute a Qualifying Termination, the following provisions shall apply:

(a) If the Grantee’s employment is voluntarily or involuntarily terminated other than for Cause or death prior to age 65 and the Grantee’s age plus years of service is equal to or greater than ninety (90), then the termination is considered to be a “Pre-Age 65 Service Retirement.”

(b) If the Grantee’s employment is voluntarily or involuntarily terminated other than for Cause or death on or after age 65 and the Grantee’s age plus years of service is less than ninety (90), then the termination is considered to be a “Retirement.”

(c) If the Grantee’s employment is voluntarily or involuntarily terminated other than for Cause or death on or after age 65 and the Grantee’s age plus years of service is equal to or greater than ninety (90), then the termination is considered to be a “Post-Age 65 Service Retirement.”

To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide vesting rights with respect to the Shares in addition to those contained in this Section 3, such additional rights shall be deemed to be part of this Agreement and are incorporated herein by reference.

4. Certificates for the Shares . The Company shall issue a certificate in respect of the Shares in the name of the Grantee, and shall hold such certificate on deposit for the account of the Grantee with respect to the Shares represented thereby until such time as the Shares vest. Such certificate shall bear the following (or a similar) legend:

“The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the MB Financial, Inc. Amended and Restated Omnibus Incentive Plan and in a Restricted Stock Agreement dated [ ]. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Chief Financial Officer of MB Financial, Inc.”

RS-2

The Grantee further agrees that simultaneously with his/her execution of this Agreement, he/she shall execute a stock power endorsed in blank in favor of the Company with respect to the Shares and he/she shall promptly deliver such stock power to the Company.

5. Grantee’s Rights; Dividends . Except as otherwise provided herein, the Grantee, as owner of the Shares, shall have the rights of a stockholder to vote the Shares. Cash dividends paid on the Shares shall accumulate, without interest, and be paid in cash at the time the Shares vest under Section 2 or 3, or shall be forfeited at the time the Shares are forfeited. If any dividends or distributions are paid in shares of Common Stock, such shares of Common Stock shall be subject to the same restrictions on transferability and forfeitability as the Shares with respect to which they were paid.

6. Vesting . Upon the vesting of the Shares, (a) the Company shall deliver to the Grantee (or, in the event of a transfer of Shares permitted by Section 2 of this Agreement, the person to whom the transferred Shares are so transferred) the certificate in respect of such vested Shares and the related stock power held by the Company pursuant to Section 4 above, and (b) the Shares which shall have vested shall be free of the restrictions referred to in Section 2 above and the certificate relating to such vested Shares shall not bear the legend provided for in Section 4 above.

7. Adjustments for Changes in Capitalization of the Company . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company’s Common Stock, such adjustment shall be made in the number and class of shares subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.

8. Effect of Change in Control . A Change in Control shall not, by itself, result in acceleration of vesting of the Shares, except as provided in this Section 8.

Upon a Change in Control prior to the final Scheduled Vesting Date, except to the extent that another Award meeting the requirements of this Section 8 (a “Replacement Award”) is provided to Grantee to replace this Award (the “Replaced Award”), the Shares shall vest in full on the effective date of such Change in Control.

An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The Award has a value at least equal to the value of the Replaced Award;

(c) The other terms and conditions of the Award are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 2 relating to vesting in the event of a Qualifying Termination).

RS-3

9. Delivery and Registration of Shares of Common Stock . The Company’s obligation to deliver the Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state or local securities regulation. It may be provided that any representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities regulation. The Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

10. Plan and Plan Interpretations as Controlling . The Shares awarded hereby and the terms and conditions set forth herein are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Grantee and all other interested parties with regard to any questions arising hereunder or under the Plan.

11. Grantee Employment . Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Grantee’s employment, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Grantee.

12. Withholding Tax . Upon the vesting of the Shares (or at any such earlier time, if any, that an election is made by the Grantee under Section 83(b) of the Code, or any successor provision thereto), the Company may withhold from any payment or distribution made under the Plan Shares with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld. The Company shall have the right to deduct from all dividends paid with respect to Shares the amount of any taxes which the Company is required to withhold at the time such dividends are paid to Grantee pursuant to Section 5 of this Agreement.

13. Grantee Acceptance . The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and signing the attached stock power and returning a signed copy hereof and of the attached stock power to the Company.

RS-4

14. Electronic Signature . All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. Grantee’s electronic signature, including, without limitation, “click-through” acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, Grantee’s manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

15. Regulatory, Recoupment and Holding Period Requirements . Grantee acknowledges and agrees that this Award and Grantee’s receipt of any Shares hereunder is subject to (a) the provisions of Section 20.2 of the Plan, including possible reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements, upon the occurrence of events set forth in Section 20.2 of the Plan, and (b) any policies which the Company may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	MB FINANCIAL, INC. Jill E. York Vice President and Chief Financial Officer
	ACCEPTED:
	Name of Grantee:
	(Street Name)
	(City, State and Zip Code)

RS-5

STOCK POWER

For value received, I hereby sell, assign, and transfer to MB Financial, Inc. (the “Company”) ______ shares of the common stock of the Company, standing in my name on the books and records of the Company, represented by Certificate No. , and do hereby irrevocably constitute and appoint the Secretary of the Company attorney, with full power of substitution, to transfer this stock on the books and records of the Company.

	Name of Grantee:
Dated:
In the presence of:

RS-6

Exhibit 10.32A

MB FINANCIAL, INC.

SECOND AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Management Committee)

RSU-M NO. _______

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.

1. Award . The Company hereby awards to the Grantee ________ Restricted Stock Units (“RSUs”) representing the right to receive shares of the common stock, par value $.01 per share (“Common Stock”), of the Company, pursuant to the MB Financial, Inc. Second Amended and Restated Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

2. Restrictions on Transfer; Vesting. When vested, each RSU will entitle the Grantee to receive one share of Common Stock, together with any Dividend Equivalents Rights (as described in Section 4 below). The RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, except in the event of the death of the Grantee, by will or the laws of descent and distribution, or, during the lifetime of the Grantee, pursuant to a Qualified Domestic Relations Order or by gift to any member of the Grantee’s immediate family or to a trust for the benefit of Grantee or one or more of such immediate family members, provided, that such RSUs shall remain subject to the provisions of the Agreement. For purposes of this Section 2, the Grantee’s “immediate family” shall mean the Grantee’s spouse, children and grandchildren.

Subject to Section 3 of this Agreement, the RSUs will vest per the following schedule:

[ ] of the RSUs will vest on each of [ ] (each a “Scheduled Vesting Date”), provided that Grantee is then serving as an employee of the Company or any Subsidiary.

3. Termination of Service . If the Grantee’s employment is terminated for any reason other than a Qualifying Termination prior to the vesting of the RSUs, upon such termination of employment the unvested RSUs shall be forfeited; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment other than due to a Qualifying Termination or Cause, provide for vesting upon such terms and provisions as it deems proper. If the Grantee’s employment is terminated by reason of a Qualifying Termination, the RSUs, if not theretofore vested, shall vest in full on the date of termination.

RSU-1

For purposes of determining whether certain terminations of employment constitute a Qualifying Termination, the following provisions shall apply:

To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide vesting rights with respect to the RSUs in addition to those contained in this Section 3, such additional rights shall be deemed to be part of this Agreement and are incorporated herein by reference.

4. Grantee’s Rights; Dividend Equivalent Right . The Grantee shall have no voting rights with respect to the shares of Common Stock underlying the RSUs unless and until such shares of Common Stock are issued to the Grantee in settlement of the RSUs. The Grantee shall be entitled to receive an amount equal to any cash dividends paid on the shares of Common Stock underlying the RSUs between the Grant Date and the date such vested RSU is paid (the “Dividend Equivalent Right”), which amount shall be paid in cash at the time the RSUs are paid under Section 5, or shall be forfeited at the time the RSUs are forfeited.

5. Payment of Award . An RSU that has vested (“Vested RSU”) shall be paid in the form of a share of Common Stock, as of the earliest to occur of the following: (A) the applicable Scheduled Vesting Date set forth in Section 2 above, or (B) the date of Grantee’s termination of employment which constitutes a “separation from service” under Section 409A. Such payment shall be made as soon as practicable following the applicable Scheduled Vesting Date or separation from service date, but in no event later than thirty (30) days following the Scheduled Vesting Date or the date the separation from service occurred. In addition, the Grantee shall be entitled to receive a lump sum cash payment equal to the Dividend Equivalent Rights with respect to any Vested RSUs at the same time as the payment of shares underlying the Vested RSUs. Notwithstanding the foregoing, payment due to a separation from service may not be made to a Grantee who is a “specified employee” (as defined under Section 409A) before the date which is six months after the date of the Grantee’s separation from service (or, if earlier, the date of death of the Grantee). Any payments that would otherwise be made during this period of delay as a result of the Grantee’s separation from service shall be accumulated and paid within fifteen (15) days after the first day of the seventh month following the Grantee’s separation from service (or, if earlier, on or before the first day of the third month after the Grantee’s death).

RSU-2

6. Adjustments for Changes in Capitalization of the Company . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company’s Common Stock, such adjustment shall be made in the number and class of shares subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.

7. Effect of Change in Control . A Change in Control shall not, by itself, result in acceleration of vesting of the RSUs, except as provided in this Section 7.

Upon a Change in Control prior to the final Scheduled Vesting Date, except to the extent that another Award meeting the requirements of this Section 8 (a “Replacement Award”) is provided to Grantee to replace this Award (the “Replaced Award”), the RSUs shall vest in full on the effective date of such Change in Control.

An Award shall meet the conditions of this Section 7 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The Award has a value at least equal to the value of the Replaced Award;

(c) The other terms and conditions of the Award are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 3 relating to vesting in the event of a Qualifying Termination).

Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 7 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

RSU-3

8. Delivery and Registration of Shares of Common Stock . The Company’s obligation to deliver the shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state or local securities regulation. It may be provided that any representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities regulation. The Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

9. Plan and Plan Interpretations as Controlling . The RSUs awarded hereby and the terms and conditions set forth herein are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Grantee and all other interested parties with regard to any questions arising hereunder or under the Plan.

10. Grantee Employment . Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Grantee’s employment, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Grantee.

11. Withholding Tax . Upon the vesting of the RSUs, the Company may withhold from any payment or distribution made under the Plan shares of Common Stock with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld. The Company shall have the right to deduct from all Dividend Equivalent Rights paid with respect to RSUs the amount of any taxes which the Company is required to withhold at the time such Dividend Equivalent Rights are paid to Grantee pursuant to this Agreement.

12. Grantee Acceptance . The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company.

13. Electronic Signature . All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. Grantee’s electronic signature, including, without limitation, “click-through” acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, Grantee’s manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

14. Regulatory, Recoupment and Holding Period Requirements . Grantee acknowledges and agrees that this Award and Grantee’s receipt of RSUs and any shares of Common Stock hereunder is subject to (a) the provisions of Section 20.2 of the Plan, including possible reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements, upon the occurrence of events set forth in Section 20.2 of the Plan, and (b) any policies which the Company may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.

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15. Section 409A . The RSUs are intended to comply with Section 409A and official guidance issued thereunder. Notwitstanding anything herein to the contrary, this Award shall be interpreted, operated and administered in a manner consistent with this intention.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	MB FINANCIAL, INC. Jill E. York Vice President and Chief Financial Officer
	ACCEPTED:
	Name of Grantee:
	(Street Name)
	(City, State and Zip Code)

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