FIRST BUSINESS FINANCIAL SERVICES, INC. (Form: S-8, Received: 08/13/2012 16:07:56)

As filed with the United States Securities and Exchange Commission on August 13, 2012

Registration No. 333-________

________________________________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________________________________________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

________________________________________________________________________________________________________________________

FIRST BUSINESS FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)



Wisconsin (State or Other Jurisdiction of Incorporation or Organization)	39-1576570 (I.R.S. Employer Identification No.)

401 Charmany Drive

Madison, Wisconsin 53719

(Address, Including Zip Code, of Principal Executive Offices)

________________________________________________________________________________________________________________________

First Business Financial Services, Inc. 2012 Equity Incentive Plan

(Full Title of the Plan)

________________________________________________________________________________________________________________________

Corey A. Chambas

President and Chief Executive Officer

401 Charmany Drive

Madison, Wisconsin 53719

(608) 238-8008

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

________________________________________________________________________________________________________________________

COPIES TO:



Barbara M. Conley, Esq. Senior Vice President, Corporate Secretary and General Counsel First Business Financial Services, Inc. 401 Charmany Drive Madison, Wisconsin 53719 (608) 238-8008	Mark T. Plichta, Esq. Foley & Lardner LLP 777 E Wisconsin Avenue Milwaukee, WI 53202 Telephone No.: (414) 271-2400 Facsimile No.: (414) 297-4900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o

Non-accelerated filer o (Do not check if smaller reporting company) Smaller reporting company x



CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered ⁽²⁾⁽³⁾	Proposed Maximum Offering Price Per Share ⁽⁴⁾	Proposed Maximum Aggregate Offering Price ⁽⁴⁾	Amount of Registration Fee
Common Stock, $0.01 Par Value, with attached Common Share Purchase Rights ⁽¹⁾	245,542 shares	$22.41	$5,502,596.00	$631.00

______________________________________________________________________________________________________________________

(1) Each share of First Business Financial Services, Inc. Common Stock has attached thereto one Common Share Purchase Right.

(2) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares of Common Stock covered by the prospectus of the above-named plan, and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock which become issuable under the First Business Financial Services, Inc. 2012 Equity Incentive Plan (the “Plan”) in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under those plans, or other similar event.

(3) Includes 45,542 shares of Common Stock originally available for awards under the First Business Financial Services, Inc. 2006 Equity Incentive Plan that has since been terminated and are now available for grant under the Plan.

(4) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $22.41, the average of the high and low sale prices of our Common Stock on The NASDAQ National Market on August 7, 2012, in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The value attributable to the Common Share Purchase Rights is reflected in the price of the Common Stock.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents constituting Part I of this registration statement (this “Registration Statement”) will be sent or given to participants in the First Business Financial Services, Inc. 2012 Equity Incentive Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents, filed by First Business Financial Services, Inc. (hereinafter referred to as the “Company” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof:


•	The Company's Annual Report on Form 10-K for the year ended December 31, 2011 (as filed on March 9, 2012);


•	The Company's Quarterly Report on Form 10-Q for the periods ended March 31, 2012 (as filed on April 27, 2012) and June 30, 2012 (as filed on July 27, 2012);


•	The Company's Current Reports on Form 8-K filed January 31, 2012, January 31, 2012, March 7, 2012, May 15, 2012 and May 15, 2012;


•	The description of the Company's Common Stock contained in Item 11 of the Company's Registration Statement on Form 10, dated April 28, 2005, as amended on June 24, 2005, July 22, 2005 and December 21, 2005, and any amendment or report filed for the purpose of updating such description; and


•	The description of the Company's Common Share Purchase Rights contained in Item 1 of the Company's Registration Statement on Form 8-A filed June 6, 2008, including any amendments or reports filed for the purposes of updating such description.

All other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article VII of the Company's Amended and Restated Bylaws provides that, to the fullest extent authorized by the Wisconsin Business Corporation Law, the Company shall indemnify all directors and officers of the Company, and any person who is serving at the Company's request as a director, officer, partner, trustee, member of any committee, manager, employee or agent of another corporation or other entity, against all expense, liability and loss incurred or suffered in connection with such positions or services. Such indemnification continues to apply to former directors, officers, etc. and inures to the benefit of their heirs, executors and administrators.

In addition, the Bylaws provide that a director or officer of the Company shall not be personally liable to the Company or its shareholders, or any person asserting rights on their behalf, for monetary damages for breach or failure to perform any duty unless the person asserting liability proves that the breach or failure to perform constitutes (i) a willful failure to deal fairly with the Company or its shareholders in a matter in which the director or officer has a material conflict of interest, (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful, (iii) a transaction from which the director or officer received an improper personal benefit, or (iv) willful misconduct. The Bylaws further provide that if the Wisconsin Business Corporation Law should be amended to authorize corporate action further eliminating or limiting the personal liability of directors and officers, the liability of such persons shall automatically be so eliminated or limited to the fullest extent permitted.

Any repeal or modification of any of the foregoing provisions shall not adversely affect any right or protection of any director, officer, or other indemnitee existing at the time of such repeal or modification.

The Company maintains director and officer liability insurance policies providing for insurance on behalf of any person who is or was a director or officer of the Company or a subsidiary for any claim made during the policies' period against the person in any such capacity or arising out of the person's status as such. The aggregate limit of liability under the policies is $15.0 million for each insured loss and $15.0 million in the aggregate for all insured losses for the policies' period. Each policy contains various reporting requirements and exclusions.

There is no pending litigation or proceeding involving any of the Company's directors, officers, employees, or other agents as to which indemnification is being sought, nor is the Company aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:



	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and



	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin, on this 13th day of August, 2012.

FIRST BUSINESS FINANCIAL SERVICES, INC.

By: /s/ Corey A. Chambas

Corey A. Chambas

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on August 13, 2012 in the capacities indicated. Each person whose signature appears below constitutes and appoints Corey A. Chambas, James F. Ropella and Barbara M. Conley, and each of them individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.



Signature	Title
/s/Corey A. Chambas	Chief Executive Officer and Director (Principal Executive Officer)
Corey A. Chambas
/s/James F. Ropella	Chief Financial Officer (Principal Financial Officer)
James F. Ropella
/s/Shauna M. Gnorski	Chief Accounting Officer (Principal Accounting Officer)
Shauna M. Gnorski
/s/Jerome J. Smith	Chairman of the Board of Directors
Jerome J. Smith
/s/ Mark D. Bugher	Director
Mark D. Bugher
/s/Jan A. Eddy	Director
Jan A. Eddy
/s/John J. Harris	Director
John J. Harris
/s/Gerald L. Kilcoyne	Director
Gerald L. Kilcoyne
/s/John M. Silseth	Director
John M. Silseth
/s/Barbara H. Stephens	Director
Barbara H. Stephens
/s/Dean W. Voeks	Director
Dean W. Voeks

EXHIBIT INDEX

Exhibit

Number Document Description


4.1	Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed March 13, 2009.


4.2	Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 31, 2012.


4.3	Rights Agreement, dated as of June 5, 2008, between the Company and Computershare Investor Services, Inc. Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed June 6, 2008.


4.4	First Business Financial Services, Inc. 2012 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed July 27, 2012.


4.5*	Form of Restricted Stock Agreement.


5.1*	Opinion of Foley & Lardner LLP.


23.1*	Consent of KPMG LLP.


23.2*	Consent of Foley & Lardner LLP (included in Exhibit 5.1).


24	Powers of Attorney (included on signature page).

Documents incorporated by reference to filings made by the Company under the Securities Exchange Act of 1934, as amended, are under Securities and Exchange Commission File No. 001-34095.

____________________________________

* Filed herewith.

FIRST BUSINESS FINANCIAL SERVICES, INC.

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, made this XXth day of XX, 2012, (the “Grant Date”) by FIRST BUSINESS FINANCIAL SERVICES, INC. , a Wisconsin corporation (the “Company”), and XXXXXXXXXX, an employee of the Company or one of its Affiliates (the “Participant”).


1.	Grant of Restricted Stock. Pursuant to the First Business Financial Services, Inc. 2012 Equity Incentive Plan (the “2012 Plan”), the Board of Directors of the Company (the “Board”) or a committee thereof (the “Committee”) has granted to the Participant, on the terms and conditions set forth herein, xxx shares of common stock of the Company (the “Restricted Shares”).


2.	Period of Restriction.

Vesting Period. Twenty-five percent (25%) of the Restricted Shares will vest on each of the first four (4) anniversaries of the Grant Date, provided the Participant is employed by the Company or an Affiliate on the applicable vesting date. If the Participant's employment terminates prior to the date the Restricted Shares are vested as a result of death or disability (within the meaning of Code Section 22(e)(3)), the Restricted Shares will become fully vested on such date of termination. Upon any other termination of employment prior to the date the Restricted Shares are vested, the Participant will forfeit the Restricted Shares unless otherwise determined by the Board or Committee. Notwithstanding the foregoing, in the event of a Change in Control, (1) any Restricted Shares still outstanding shall become fully vested, or (2) if the Participant terminated employment within the 30 calendar days prior to the Change in Control and forfeited the Restricted Shares, then such forfeited shares shall be re-issued to the Participant upon the Change in Control, and shall be fully vested on the date of such re-issuance provided that 1) the Participant did not voluntarily resign prior to the effective date of the Change in Control and 2) the Participant was not terminated for cause (as determined in good faith by the Board or Committee) prior to the effective date of such Change in Control.


b.	Non-Transferability of Shares . The Participant may not sell, transfer or otherwise alienate or hypothecate any of the Restricted Shares until they are vested.

Voting and Dividends . While the Restricted Shares are subject to forfeiture, the Participant may exercise full voting rights and will receive all dividends and other distributions paid with respect to the Restricted Shares, in each case so long as the applicable record date occurs on or after the grant's effective date and before the Restricted Shares are forfeited. If, however, any such dividends or distributions are paid in shares of Stock, such shares will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Agreement as are the Restricted Shares with respect to which they were paid.

Termination of Employment . For purposes of this Agreement, the Participant will not be considered to have terminated employment if the Participant transfers employment between the Company and any Affiliate of the Company, or between the Company's Affiliates, or ceases to be employed by the Company or an Affiliate of the Company and immediately thereafter becomes a non-employee director of the Company, a non-employee director of any Affiliate, or a consultant to the Company or any Affiliate until such Participant's service as an employee, director of, or consultant to, the Company and its Affiliates has ceased.


3.	Non-Transferability of Award . This Restricted Stock Agreement shall not be transferable other than by will or by the laws of descent and distribution, or pursuant to a beneficiary designation filed in accordance with Section 5.

Registration/Issuance of Restricted Shares Prior to vesting, the Restricted Shares will be evidenced in book-entry registration by the Company or Company's Transfer Agent referring to the terms, conditions and restrictions applicable to such Restricted Shares. The Company or Company's Transfer Agent will give the Participant confirmation of the Restricted Share issuance that will state that the Company or Company's Transfer Agent holds such shares in book-entry registration for the Participant's account, subject to the terms of this Agreement. As soon as practicable after the vesting date, the Restricted Shares will cease to be classified as Restricted, and certificate(s) or a book entry confirmation for such number of shares will be delivered to the Participant or, in the case of the Participant's death, to his or her beneficiary in accordance with Section 5.

Beneficiary. The Participant may designate one or more beneficiaries who shall be entitled to receive the Restricted Shares that vest upon the death of Participant. The Participant may from time to time revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Company. The last such designation received by the Company shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Company prior to the Participant's death, and in no event shall any designation be effective as of a date prior to such receipt. If no beneficiary designation is in effect at the time of Participant's death, or if no designated beneficiary survives the Participant or if such designation conflicts with law, the Participant's estate will be considered the beneficiary. If the Board is in doubt as to the right of any person to receive the Restricted Shares, the Company may refuse to issue shares to any individual, without liability for any interest or dividends on the underlying Stock, until the Board determines the person entitled to receive the shares, or the Company may apply to any court of appropriate jurisdiction and such application shall be a complete discharge of any Company liability.


6.	Restrictions on Issuance and Transfer of Shares.


a.	General. No shares of Stock will be issued under this Agreement unless and until the Company has determined to its satisfaction that such issuance complies with all relevant provisions of applicable law, including the requirements of any stock exchange on which the shares may then be traded.

Securities Laws. Participant acknowledges that he or she is acquiring the Restricted Shares for investment purposes only and not with a view to resale or other distribution thereof to the public in violation of the Securities Act of 1933, as amended (the “Act”). Participant agrees and acknowledges with respect to any Restricted Shares that have not been registered under the Act, that (i) Participant will not sell or otherwise dispose of such shares except pursuant to an effective registration statement under the Act and any applicable state securities laws, or in a transaction which in the opinion of counsel for the Company is exempt from such registration, and (ii) a legend will be placed on the certificates for the shares to such effect. As further conditions to the issuance of the Restricted Shares, the Participant agrees individually and on behalf of all beneficiary(ies), heirs, legatees and legal representatives, prior to such issuance to execute and deliver to the Company such investment representations and warranties, to enter into a restrictive stock transfer agreement, and to take or refrain from taking such other actions, as counsel for the Company determines may be necessary or appropriate for compliance with the Act and any applicable federal or state securities laws, regardless of whether the shares have at that time been registered under the Act or qualified under the securities laws of any state.


7.	Tax Withholding. To the extent that the receipt of the Restricted Shares or the vesting of the Restricted Shares results in income to the Participant for Federal, state or local income tax purposes, the Participant shall deliver to the Company at the time the Company (or a Subsidiary or Affiliate)

is obligated to withhold taxes in connection with such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if the Participant fails to do so, the Company has the right and authority to deduct or withhold from other compensation payable to the Participant an amount sufficient to satisfy its withholding obligations. If the Participant does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, in connection with this Agreement, the Participant may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that number of Restricted Shares otherwise deliverable to the Participant hereunder on the date the tax is to be determined having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. Such election must be irrevocable, and submitted to the Company's Human Resources Director before the applicable vesting date. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid in cash.


8.	Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be a waiver of such provision or of any other provision hereof.

Participant Bound by Plan. Participant hereby acknowledges receipt of a copy of the 2012 Plan and agrees to be bound by all the terms and provisions thereof. The terms of the 2012 Plan to the extent not stated herein are expressly incorporated herein by reference and in the event of any conflict between this Agreement and the Plan, the Plan shall govern. Any capitalized terms not defined herein will have the meanings given in the Plan. This Agreement is subject to all of the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan or this Agreement adopted by the Board and in effect from time to time. By signing below, the Participant agrees and accepts on behalf of himself or herself, and his or her heirs, legatees and beneficiary(ies), that all decisions or interpretations of the Board with respect to the Plan or this Agreement are binding, conclusive and final.


10.	Nonsolicitation of Clients

In consideration of this Agreement, Participant agrees that while Participant is employed by the Company or any of its Affiliates, and for a period of two hundred seventy (270) days immediately following, Participant will not (except on behalf of the Company) solicit financial services business from, or conduct financial services business with, any client of the Company or any of its Affiliates which was a client of the Company or any of its Affiliates with which Participant had any contact during the period of one year prior to the date Participant ceased to be an employee of the Company or any of its Affiliates. This covenant applies to clients whether they are persons or entities.

This covenant is effective immediately, and remains in force before and after the time the rights to Restricted Shares granted under this Agreement vest, and after such Restricted Shares are transferred by the Participant. The parties intend that this Section 10 is severable from any other provision of this agreement, as provided in Section 13, and is also severable from any other promise or duty owed by Participant to the Company or any Affiliate.

The Participant agrees that this covenant is reasonably and properly necessary to protect the legitimate business interests of the Company and its Affiliates. The Participant acknowledges that damages for the violation of this covenant will be inadequate and will not give full, sufficient relief to the Company and its Affiliates, and that a breach of this covenant will constitute irreparable harm to the Company or its Affiliates. Therefore, the

Participant agrees that in the event of any violation of this covenant, the Company or any of its Affiliates shall be entitled to compensatory damages and injunctive relief.


d.	Participant will reimburse and indemnify the Company or any of its Affiliates for the actual costs incurred by the Company or its Affiliates in enforcing this covenant, including, but not limited to, attorney's fees reasonably incurred in enforcement activity.

While Participant is employed by the Company or any of its Affiliates and for a period of two hundred seventy (270) days immediately following the date Participant ceases to be an employee of the Company or any of its Affiliates, Participant will inform each new employer, prior to accepting employment, of the existence of this Agreement, including the prohibitions contained in this section, and provide that employer with a copy of it. Participant authorizes the Company to forward a copy of the prohibitions against competition as contained in this section to any actual or prospective new employer.


f.	This Section 10 will become null and void upon a Change in Control.


11.	Protection of Leadership Pool

In consideration of this Agreement, Participant agrees to the following:


a.	Participant has managerial, supervisory, or mentoring responsibilities and skills which are necessary to the legitimate business interests of the Company and its Affiliates.


b.	If the Participant ceases to be so employed, the Company or its Affiliates will have a business necessity to replace the skills lost.


c.	It takes time after an employee leaves the employ of the Company or any of its Affiliates to replace the skills lost; 180 days is a reasonable measure of the time needed to replace the skills of the Participant.


d.	A primary and necessary source of replacement of Participant's skills is the existing pool of employees of the Company and its Affiliates who are in positions of the sort which constitutes the managerial and supervisory pool, specifically those employees having a position of officer, or above.

The parties recognize that employees of the Company or any of its Affiliates (not otherwise bound by contract) are not in any way restricted from competing with the Company or any of its Affiliates, and are not obligated to accept, nor even to consider, proposals by the Company or any of its Affiliates that they replace Participant in the event Participant leaves the Company or any of its Affiliates.

Because of the Participant's present position, Participant is in a position to assist and influence another employee choosing whether to remain with the Company or its Affiliates and consider or accept other positions with the Company or its Affiliates rather than choosing to seek other opportunities outside the Company or any of its Affiliates. Any suggestion by Participant that another employee of the Company or any of its Affiliates seek another employment opportunity outside the Company or any of its Affiliates and any offer of another employment opportunity by another employer with the assistance of the Participant, would be such assistance and influence, in derogation of Participant's duty to the Company or its Affiliates as a managerial and supervisory employee.


g.	The monetary value of the loss to the Company and its Affiliates in case Participant in fact assists or influences another employee to leave the Company or any of its Affiliates would be impossible to precisely measure. Injunctive relief for a breach of subsection (i) would also be ineffective.


h.	The parties agree that a fair estimate of the monetary value of the loss to the Company and its Affiliates in case the Participant assists or influences another employee to leave the Company or any of its Affiliates would be half of the Participant's current base salary as of the last day the Participant worked for the Company or any of its Affiliates, for a period of 180 days.

In consideration of this Agreement, and of the continued employment of the Participant by the Company or any of its Affiliates, the Participant agrees that the Participant, directly or through another, will not assist or influence another employee of the Company or any of its Affiliates who holds a position described in subsection (d), to take a position outside the Company or any of its Affiliates, whether or not in the financial services business, for a period of 180 calendar days beginning on the date the Participant gives the Company or any of its Affiliates notice that the Participant is leaving the Company or any of its Affiliates, or the date the Participant does leave the Company or any of its Affiliates whichever is earlier. (The parties recognize and acknowledge that any action by Participant to assist or influence another employee to leave the Company or any of its Affiliates against the wishes of the Company or any of its Affiliates at any time during Participant's employment with the Company or any of its Affiliates would be a breach of the Participant's duty to Company and any of its Affiliates, but such conduct as to an employee who holds a position described in subsection (d) is a breach of this Agreement only during the 180 calendar day period stated above.)

In the event of a breach by the Participant of subsection (i), the stipulated damages for such breach are agreed to be one-half of Participant's daily rate of base pay as of the time he or she leaves the Company or any of its Affiliates times 180. This provision for stipulated damages is intended to be and is severable from the substantive obligation in subsection (i), and from the other provisions of this Agreement.


k.	Subsections (i) and (j) are solely for the purposes stated in subsections (a) through (j), and are not for the purpose of limiting the ability of Participant to compete with the Company or any of its Affiliates.


l.	Participant and the Company intend that the promise by Participant in subsection (i) is separate and separable from any other obligation of Participant, and for a different purpose, and with a different remedy from the promise of the Participant not to solicit or conduct business with clients of the Company or its Affiliates, under Section 10.


m.	This section is effective immediately, and remains in force before and after the time the rights to Restricted Shares granted under this Agreement vest, and after such Restricted Shares are transferred by the Participant.


n.	Participant will reimburse and indemnify the Company or its Affiliates for the actual costs incurred by the Company or its Affiliates in enforcing this covenant, including, but not limited to, attorney's fees reasonably incurred in enforcement activity.


12.	Notices. Any notice hereunder to the Company shall be addressed to it at its office, 401 Charmany Drive, Madison, WI 53719; Attention: Corporate Secretary, and any notice hereunder to Participant shall be addressed to him or her at the last home address on file with the Company. Either party may designate some other address at any time hereafter in writing.


13.	Severability. In the event any provision of the Agreement is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining provisions of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.


14.	Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, and as provided in the Plan, under certain circumstances, the Agreement may be amended or terminated by the Company or the Board without the Participant's consent.

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement on the day and year first above written.

FIRST BUSINESS FINANCIAL SERVICES, INC.

By:

_____________________________________________

Corey Chambas

Its: President & CEO

The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Restricted Stock Agreement and to all the terms and provisions of the First Business Financial Services, Inc. 2012 Equity Incentive Plan.

______________________________________________

Participant

Date Granted: XXXXX, 2012



FOLEY		ATTORNEYS AT LAW
FOLEY & LARDNER LLP		777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5306 414.271.2400 TEL 414.297.4900 FAX foley.com
	August 13, 2012	CLIENT/MATTER NUMBER 075105-0111

First Business Financial Services, Inc.

401 Charmany Drive

Madison, WI 53719

Ladies and Gentlemen:

We have acted as counsel for First Business Financial Services, Inc., a Wisconsin corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 245,542 shares of the Company's Common Stock, par value $0.01 per share (the “Common Stock”), and the related Common Share Purchase Rights (the “Rights”) which may be issued pursuant to the First Business Financial Services, Inc. 2012 Equity Incentive Plan (the “Plan”). The terms of the Rights are as set forth in that certain Rights Agreement, dated as of June 5, 2008, between the Company and Computershare Trust Company, N.A. (the “Rights Agreement”).

As such counsel, we have examined: (i) the Plan; (ii) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (iii) the Amended and Restated Articles of Incorporation of the Company, as amended to date; (iv) the Amended and Restated Bylaws of the Company, as amended to date; (v) the Rights Agreement; (vi) resolutions of the Company's Board of Directors relating to the Plan and the issuance of securities thereunder; and (vii) such other documents and records and certificates of government officials as we have deemed necessary to enable us to render this opinion.

Based upon the foregoing, we are of the opinion that:

1. The shares of Common Stock, when issued by the Company pursuant to the terms and conditions of the Plan and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. With respect to the foregoing opinion, at one time Section 180.0622(2)(b) of the Wisconsin Business Corporation Law imposed personal liability upon shareholders for debts owing to employees of the Company for services performed, but not exceeding six months' service in any one case. This statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies to debts incurred on or after June 14, 2006.

2. The Rights, when issued pursuant to the terms of the Rights Agreement, will be validly issued.

We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

Foley & Lardner LLP



BOSTON BRUSSELS CHICAGO DETROIT	JACKSONVILLE LOS ANGELES MADISON MIAMI	MILWAUKEE NEW YORK ORLANDO SACRAMENTO	SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI	SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C.

Consent of Independent Registered Public Accounting Firm

The Board of Directors

First Business Financial Services, Inc.:

We consent to the use of our report dated March 9, 2012, with respect to the consolidated balance sheets of First

Business Financial Services, Inc. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated

statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the years then

ended, incorporated herein by reference.

/s/KPMG LLP

Chicago, Illinois

August 13, 2012