BYLINE BANCORP, INC. (Form: S-8 POS, Received: 06/05/2018 06:07:35)

As filed with the Securities and Exchange Commission on June 4, 2018

File No. 333-222935

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

TO FORM S-4
Registration Statement under the Securities Act of 1933

BYLINE BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction of incorporation or organization)

36-3012593

(I.R.S. Employer Identification No.)

180 North LaSalle Street, Suite 300
Chicago, Illinois
(Address of principal executive offices)

60601
(Zip Code)

__________________________

First Evanston Bancorp, Inc. Stock Incentive Plan, as amended
(Full Title of Plans)

__________________________

Alberto J. Paracchini

Byline Bancorp, Inc.

180 North LaSalle Street, Suite 300

Chicago, Illinois 60601

(773) 244-7000

(Name, address, and telephone number, including area code, of agent for service)

With copies to:

Jennifer D. King

Vedder Price P.C.

222 N. LaSalle Street

Chicago, IL 60601

(312) 609-7500

__________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered ⁽¹⁾ ⁽²⁾	Proposed maximum offering price per share ⁽ ³ ⁾	Proposed maximum aggregate offering price ⁽ ³ ⁾	Amount of registration fee ⁽ ³ ⁾
Common Stock, par value $0.01 per share	680,787 shares	—	—	—

(1)

This Post-Effective Amendment No. 1 on Form S-8 covers up to 680,787 shares (“Shares”) of common stock of Byline Bancorp, Inc. (the “Company”) issuable with respect to certain stock options outstanding under the First Evanston Bancorp, Inc. Stock Incentive Plan, as amended (the “First Evanston Plan”) that were assumed by the Company. Such Shares were previously registered on the Company’s Registration Statement on Form S-4 (Registration No. 333-222935) on February 8, 2018 (the “Registration Statement”), to which this post-effective amendment relates.

(2)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers such additional and indeterminate number of shares of or rights with respect to the Company’s common stock as may become issuable under the First Evanston Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction.

( 3 )

All filing fees payable in connection with the issuance of these shares were previously paid in connection with the filing of the Company’s Registration Statement.

explanatory note

Pursuant to a registration statement on Form S-4 initially filed on February 8, 2018 and declared effective on March 9, 2018, Byline Bancorp, Inc. (the “Company”) registered the offer and sale of 7,372,894 shares of its common stock (the “Shares”) in connection with the merger (the “Merger”) of a wholly owned subsidiary of the Company with and into First Evanston Bancorp, Inc. (“First Evanston”). At the effective time of the Merger, each outstanding and unexercised stock option of First Evanston originally granted under the First Evanston Bancorp, Inc. Stock Incentive Plan, as amended (the “First Evanston Plan”), whether vested or unvested, ceased to represent a right to acquire shares of First Evanston common stock and was assumed and converted automatically into an option to purchase such number of Shares as determined pursuant to the merger agreement governing the Merger. This Post-effective Amendment No. 1 on Form S-8 covers the Shares that are issuable pursuant to stock options originally granted under the First Evanston Plan that converted into options to purchase Shares as a result of the Merger.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing information specified by Part I of Form S-8 will be sent or given to participants, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

The following documents that the Company has filed with the Commission under the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) (File No. 001-38139) are incorporated by reference into this Registration Statement:

•

Annual Report on Form 10-K for the year ended December 31, 2017, as amended;

•

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018;

•

Current Reports on Form 8-K filed on April 19, 2018, April 26, 2018 (other than information furnished under Item 2.02 thereof), May 3, 2018 and June 1, 2018 (other than information furnished under Item 7.01 thereof); and

•

The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on June 28, 2017, including any amendment or report filed for the purpose of updating such description.

In addition, all reports and 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 to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration


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Statement and to be a part thereof from the date of filing of such documents with th e Commission. Any statement contained in a document incorporated, or deemed to be incorporated, by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statem ent contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is, or is deemed to be incorporated, by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

No document or information deemed to be furnished and not filed in accordance with rules of the Commission shall be deemed to be incorporated herein by reference unless such document or information expressly provides to the contrary.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The Company is incorporated under the Delaware General Corporation Law (the “DGCL”). Section 145 of the DGCL provides that a corporation organized thereunder has the power to indemnify directors and officers as well as other employees and agents of a corporation or enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which such person was or is a party or is threatened to be made a party by reason of such person being or having been in such capacity. The power to indemnify applies if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful, except that with respect to an action or suit brought by or in the right of the corporation such indemnification is limited to expenses (including attorneys’ fees) in connection with the defense or settlement of such action or suit. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of the Company’s stockholders or disinterested directors or otherwise. The Company’s amended and restated bylaws provide for indemnification of its directors, officers and employees to the fullest extent permitted by the DGCL, subject to limited exceptions.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock purchases, redemptions or other distributions or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s amended and restated certificate of incorporation provides for such limitation of liability.


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The Company maintain s policies of insu rance under which coverage is provided (a) to its directors and officers, in their respective capacities as such, against loss arising from a claim made for any actual or alleged wrongful act, and (b) to the Company with respect to payments which the Compa ny may make to such officers and directors pursuant to the above indemnification as a matter of law.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement.

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;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and

(iii)

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

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic 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 this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, 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.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered


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therein, 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 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.


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SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that is has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment on Form S-8 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, Illinois, on June 4, 2018.

BYLINE BANCORP, INC.

By: /s/Alberto J. Paracchini
Alberto J. Paracchini
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment on Form S-8 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/Alberto J. Paracchini Alberto J. Paracchini	President, Chief Executive Officer and Director (Principal Executive Officer)	June 4, 2018
/s/Lindsay Corby Lindsay Corby	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 4, 2018
* Roberto R. Herencia	Chairman	June 4, 2018
* L. Gene Beube	Director	June 4, 2018
* Phillip R. Cabrera	Director	June 4, 2018
* Antonio del Valle Perochena	Director	June 4, 2018
* Steven M. Rull	Director	June 4, 2018
* Jaime Ruiz Sacristán	Director	June 4, 2018
* William G. Kistner	Director	June 4, 2018
* Robert R. Yohanan	Director	June 4, 2018

*By: /s/Alberto J. Paracchini Alberto J. Paracchini, Attorney-in-Fact


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EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of Byline Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, as amended (File No. 333-218362))
4.2	Amended and Restated Bylaws of Byline Bancorp, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, as amended (File No. 333-218362))
4.3	Certificate of Designations of Noncumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1, as amended (File No. 333-218362))
4.4	Certificate of Designations of 7.50% Fixed-to-Floating Noncumulative Perpetual Preferred Stock, Series B (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, as amended (File No. 333-218362))
4.5	Certain instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
5.1	Opinion of Vedder Price P.C. *
23.1	Consent of Vedder Price P.C. (included in Exhibit 5.1) *
23.2	Consent of Moss Adams LLP *
24.1	Power of Attorney **
24.2	Power of Attorney (William G. Kistner and Robert R. Yohanan) *
99.1	First Evanston Bancorp, Inc. Stock Incentive Plan, as amended *

*	Filed herewith.

**	Previously filed (set forth on the signature page to Form S-4 filed February 8, 2018).

Exhibit 5.1

Chicago

New York

Washington, DC

London

San Francisco

Los Angeles

Singapore

vedderprice.com

June 4, 2018

Byline Bancorp, Inc.
180 North LaSalle Street, Suite 300
Chicago, Illinois 60601

Re:	Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-222935)

Ladies and Gentlemen:

We have acted as special counsel to Byline Bancorp, Inc., a Delaware corporation (“Byline”), in connection with the preparation and filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) of Byline’s Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (the “Registration Statement,” which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to up to 680,787 shares of Byline’s common stock, par value $0.01 per share (the “Byline Shares”), that may be issued by Byline upon the exercise of certain outstanding option awards held by certain persons that qualify as former or current employees and/or former directors of First Evanston Bancorp, Inc., an Illinois corporation (“First Evanston”), or its subsidiaries immediately prior to Byline’s acquisition of First Evanston pursuant to the terms of the Agreement and Plan of Merger, dated as of November 27, 2017, by and among Byline, First Evanston and Wildcat Acquisition Corporation, an Illinois corporation and a wholly-owned subsidiary of Byline. The options were originally granted under the First Evanston Bancorp, Inc. Stock Incentive Plan, as amended (the “Plan”).

In connection with our opinion, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Amended and Restated Certificate of Incorporation of Byline, the Amended and Restated By-laws of Byline, the Plan and such other corporate records, resolutions, documents and other papers as we deemed necessary to examine for purposes of this opinion. We have assumed the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the genuineness of all signatures. We have also assumed that the Byline Shares will remain reserved for issuance under the Plan until actually issued thereunder.

Based upon and subject to the foregoing, it is our opinion that the Byline Shares, to be issued by Byline pursuant to and in the manner contemplated by the Plan, will be, upon issuance, duly authorized and such Byline Shares will be validly issued, fully paid and nonassessable.

222 North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005

Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, and Vedder Price Pte. Ltd., which operates in Singapore.

~~CHICAGO/#3146881.1~~

Byline Bancorp, Inc.

June 4, 2018

Page 2

The opinion expressed herein is based on the facts in existence and the laws in effect on the date hereof and is limited to the General Corporation Law of the State of Delaware currently in effect. The opinions expressed herein are matters of professional judgment and are not a guarantee of result.

We hereby consent to the use of this opinion in connection with the Registration Statement and to references to our firm therein. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. This opinion speaks only as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.

Very truly yours,

/s/ VEDDER PRICE P.C.

~~CHICAGO/#3146881.1~~

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 of Byline Bancorp, Inc. of our report dated March 29, 2018, relating to the consolidated financial statements of Byline Bancorp, Inc. which report appears in the Form 10-K of Byline Bancorp, Inc. for the year ended December 31, 2017.

/s/ Moss Adams LLP

Portland, Oregon

June 4, 2018

Exhibit 24.2

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Roberto R. Herencia and Alberto J. Paracchini, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments, including post-effective amendments (including post-effective amendments on Form S-8), to the Registration Statement on Form S-4, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents as his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date
/s/ William G. Kistner William G. Kistner	Director	May 29, 2018
/s/ Robert R. Yohanan Robert R. Yohanan	Director	May 29, 2018

Exhibit 99.1

FIRST EVANSTON BANCORP, INC.

STOCK INCENTIVE PLAN

Adopted March 20, 1995

Amended Paragraph 2 March 21, 2000

Amended Paragraph 3 ( d) June 18, 2002

Amended Paragraph 2 August 20, 2002

Amended Paragraph 10 January 12, 2005

Amended Paragraph 6 January 11, 2006

Amended Paragraph 10 August 22, 2016

FIRST EVANSTON BANCORP, INC.

STOCK INCENTIVE PLAN

The purpose of the First Evanston Bancorp, Inc. Stock Incentive Plan (the "Plan") is to enable First Evanston Bancorp, Inc. (the "Company") to offer long-term incentive opportunities to key executive employees and to recognize outstanding past performance, thereby assisting the Company and its subsidiaries (the "Subsidiaries") in retaining and attracting the caliber of executive talent needed to manage and conduct their affairs.

The terms and provisions of the Plan are as follows:

1. Administration. (a) The Plan shall be administered by the Compensation and Organization Committee (the "Committee") of the Company's Board of Directors (the "Board") which Committee shall consist of not less than three directors. No director may be a member of the Committee who is eligible to participate in, or within twelve months prior to this appointment to the Committee was eligible to participate in, this Plan or any other discretionary stock incentive or option plan of the Company or any of its Subsidiaries.

(b) The Committee may from time to time establish, amend or rescind such rules and regulations with respect to the Plan as it deems appropriate. All questions arising under the Plan shall be decided by the Committee and its determination shall be conclusive.

2. Common Stock. The total number of shares of the Company's common stock, no par value ("Common Stock"), which may be issued upon the exercise of options or pursuant to restricted performance share awards granted under the Plan shall not exceed 360,000, which number shall be subject to adjustment under Sections 7 and 10. Shares shall be made available for purposes of the Plan from authorized but unissued, or reacquired, shares of Common Stock. Except as otherwise provided in Section 5, shares either released from option or forfeited under restricted performance share awards may again be made the subject of an option or award granted under the Plan.

3. Stock Options. (a) Key executive employees, including officers (whether or not directors), of the Company or any of its Subsidiaries, but not including any member of the Committee, shall be eligible to be granted options under the Plan. Options may be incentive stock options under Section 422A of the Internal Revenue Code of 1986, non-qualified stock options or a combination of both. The Committee shall determine the key executive employees to whom options under the Plan are to be granted and the number of shares of Common Stock to be covered by each such option. The Committee may also grant replacement options in substitution for surrendered options.

(b) The option price per share under each option shall be fixed by the Committee at the fair market value of a share of Common Stock on the date of grant. For all purposes of the Plan, and unless otherwise determined by the Committee, the fair market value of a share of Common Stock shall mean the price which the Committee may deem to be the fair market value.

(c) Each option shall be nonassignable and nontransferable other than by will or the laws of descent and distribution and, during the lifetime of the optionee named therein, may be exercised only by the optionee.

(d) An option shall not be exercisable during the first six months after the date of its grant and shall expire and terminate not later than ten years after the date of its grant. The aggregate fair market value (determined at the time an option is granted) of the Common Stock with respect to which Incentive Stock Options (as defined by Section 422 of the Internal Revenue Code) granted hereunder (or under any other plan of the Company or any of the Subsidiaries) are exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. The foregoing dollar limitation shall be inapplicable to non-qualified stock, options granted hereunder.

(e) In the event of the death of an optionee with an outstanding option, the option rights may, subject to the expiration date of the option, be exercised only during the sixty month period immediately following the date of the death of the optionee by the optionee's successor in interest for the number of shares which such deceased optionee, immediately prior to the death of the optionee, was entitled to purchase but had not yet purchased under the terms of the option.

(f) Each option shall be evidenced by an option certificate issued by the Company. Subject to the specific provisions of the Plan, each option shall be exercisable in such manner (including installments), at such time or times and subject to such conditions and limitations as shall be.determined by the Committee, in its sole discretion, at the time such option is granted.

(g) Each option shall be subject to the requirement that if any time the Board shall determine that the listing or registration of the shares covered thereby upon any securities exchange or under any applicable law is necessary or desirable, such option shall not be exercisable unless such listing or registration shall have been effected.

(h) At the time of exercise of an option, the Company may cause to be placed on the stock certificate(s) issuable upon such exercise such legend as it deems necessary or appropriate to comply with the Securities Act of 1933 or any other applicable law.

(i) Common Stock purchased upon exercise of any option shall be paid for, at the time of exercise, in cash or by check, or may, at the discretion of the Committee, be paid for through the delivery of shares of Common Stock or by any other means which the Committee deems appropriate and consistent with the Plan's purpose. As a condition to the exercise of a non-qualified option, the optionee or the optionee's successor in interest must make arrangements with the Company to provide sufficient funds to satisfy any withholding tax requirements with respect to such exercise. An optionee or successor in interest to any optionee shall have no rights as a shareholder with respect to any shares covered by this option until such optionee or successor in interest shall have become the holder of such shares.

4. Additive Stock Appreciation Rights. Any option granted under the Plan may, at the discretion of the Committee, include stock appreciation rights exercisable in combination with the option. These rights may be extended either at the time of grant of the option or at any time during its term. An optionee who holds an option with such appreciation rights shall be entitled to receive from the Company, at the date such option is exercised in whole or in part, a cash payment (less applicable withholding taxes) equal to a percentage, not to exceed 100%, of the product of (i) the excess of the fair market value of one share of Common Stock on the date of exercise over the per share option price, multiplied by (ii) the number of shares purchased upon such exercise, provided such exercise occurs during the period from the 3rd through 12th business day following the release of the Company's most recent quarterly financial statements and such appreciation rights have been outstanding for at least six months.

5. Alternative Stock Appreciation Rights. Any option granted under the Plan may, at the discretion of the Committee, include the right to surrender the exercisable portion of the option in whole or in part, and receive from the Company in exchange, without any payment of cash (except for applicable withholding taxes), that number of shares having an aggregate market value equal to the product of (i) the excess of the market value of one share as of the date of surrender over the option price per share, and (ii) the number of shares subject to the option, or portion thereof, which is so surrendered. These rights may be extended either at the time of the grant of the option or at any time thereafter during its term, but such rights shall not be exercisable until they have been outstanding for at least six months. The Company shall be entitled, at its discretion, to settle all or part of its obligation arising out of any exercise of such rights by the payment of cash equal to the aggregate market value of the shares it would otherwise be obligated to deliver. The number of shares of Common Stock reserved for issuance under the Plan shall be reduced by the number of shares covered by an option or portion thereof which is so surrendered.

6. Restricted Performance Shares. (a) Senior executive offers (whether or not directors) of the Company or any of its subsidiaries, but not including any member of the Committee, shall be eligible to be granted restricted performance shares under the Plan either fo r past performance or future incentive. The Committee shall determine that senior executive officers to whom restricted performance shares under the Plan are to be granted, the number of shares to be covered by each award and the goals of the Company upon which vesting of the restricted performance shares is contingent, if any. A restricted performance share shall consist of shares of Common Stock which are subject to forfeiture if vesting does not occur.

(b) At the time the award is granted, the Committee may establish a vesting period or may establish certain goals which the Company must achieve during a designated period of time not to exceed five (5) years in order for the restricted performance shares to vest. The goals established by the Committee may include profitability during a designated period, earning per share, return on stockholder equity, return on assets or such other goals as may be established by the Committee in its discretion. The Committee may in its discretion establish minimum and maximum goals and corresponding minimum and maximum grants of restricted performance shares. The Committee may determine that the restricted performance shares shall vest proportionate to the degree of the Company's achievement of the established goals. In the event the Company meets all or some of the goals during the period established by the Committee, the certificate(s) representing the restricted performance shares shall be delivered to the holder of the restricted performance shares award certificate. In the event the Company shall fail to meet the minimum goals during the period established by the Committee, the restricted performance shares shall be forfeited and the certificate(s) representing such shares shall be canceled.

(c) Common Stock subject to a restricted performance share award shall be represented by a stock certificate(s) registered in the name of the holder of the award or in the name of a nominee for the benefit of such holder. The Company may cause to be placed on the stock certificate ( s) representing restricted performance shares such legend as it deems necessary or appropriate to comply with the Securities Act of 1933 or any other applicable law. During the vesting period, the holder shall be entitled to vote the restricted performance shares and receive all dividends and other distributions paid thereon, but may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such shares or be entitled to delivery of any stock certificate.

(d) Any share of Common Stock forfeited under a restricted performance share award by reason of termination of the holder's employment or otherwise shall automatically be transferred to, and be reacquired by, the Company without any cost to it.

(e) The Company shall retain custody of any stock certificate(s) representing restricted performance shares during the vesting period. As a condition to the delivery of any vested shares, the holder or the holder's successor in interest must make arrangements with the Company to provide sufficient funds to satisfy any withholding tax requirements with respect to such shares.

(f) Each restricted performance award shall be evidenced by an award certificate issued by the Company, which shall contain such terms and conditions as the Committee in each instance deems appropriate and not inconsistent with the specific provisions of the Plan.

7. Antidilution. In the event of any change in capitalization which affects the Common Stock, such as a stock dividend, a stock distribution, a stock split, a subdivision or combination of shares, such proportionate adjustments, if any, as the Committee in its discretion deems appropriate to reflect such change shall be made with respect to the options and awards outstanding under the Plan and the total number of shares of Common Stock which may be. issued under the Plan; provided, howev r. that any fractional shares resulting from any such adjustment shall be eliminated.

8. Change in Control. In the event of a "change in control" (as hereinafter defined ) :

(a) each optionee with an outstanding option (i) shall have the right at any time thereafter to exercise the option in full notwithstanding any waiting period, installment period or other limitation or restriction in any option certificate or in the Plan, and (ii) shall have the right, exercisable by written notice to the Company within 60 days after the change in control, to receive, in exchange for the surrender of the option or any portion thereof to the extent the option is then exercisable in accordance with clause (i), an amount of cash equal to the difference between the fair market value on the date of exercise of the Common Stock covered by the option or portion thereof which is so surrendered and the purchase price of such Common Stock under the option, together with a cash settlement of any additive stock appreciation rights associated with the surrendered shares, provided that the right described in this clause (ii) shall be exercisable only if a positive amount would be payable to the optionee pursuant to the formula specified in this clause (ii); and

(b) each holder of a restricted performance share award (i) shall have the right at any time thereafter to receive all Common Stock subject to the restricted performance share award free of any restrictions or vesting requirements, and (ii) shall have the right, exercisable by written notice to the Company within 60 days after the change in control, to receive, in exchange for the surrender of the restricted performance share award certificate, an amount of cash equal to the fair market value on the date of exercise of the Common Stock subject to the award.

For the purposes of this Section 8, a "change in control" shall be deemed to occur when and if:

(i) any "person" (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) other than the Company or First Evanston Bank & Trust Company (the "Bank") becomes the beneficial owner, directly or indirectly of securities of the Company or the Bank representing more than 50% of the voting power of all of the then outstanding securities of the Company or of the Bank, as the case may be; or

(ii) persons who, at the beginning of any twelve consecutive month period, constitute the Board of Directors of the Company or of the Bank cease, at the end of such period, to constitute at least a majority thereof, unless the nomination of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.

9. Miscellaneous Provisions. (a) An employee's rights and interests under the Plan may not be assigned or transferred except by will or by the laws of descent and distribution.

(b) No employee or other person shall have any claim or right to be granted an option or award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving an employee any right to be retained in the employ of the Company or any of the Subsidiaries.

(c) The Company and the Subsidiaries shall have the right to deduct from any payment or other distribution under the Plan, including the withholding of shares of Common Stock, an amount necessary to satisfy any withholding tax requirements with respect to such payment or distribution.

10. Amendment and Termination of Plan. The Committee may at any time and from time to time amend, suspend or terminate the Plan in whole or in part. No such amendment may, except as provided in Section 7, increase the total number of shares of Common Stock which may be issued under the Plan without the approval of the Board. Unless sooner terminated, this Plan will terminate on January 12, 2015, except with respect to any options or awards then outstanding.

11. Effective Date. This Plan shall be effective March 20, 1995.

FIRST EVANSTON BANCORP, INC.

STOCK INCENTIVE PLAN

AMENDMENT ADDING PROVISIONS FOR

NON-EMPLOYEE MEMBERS OF THE

BOARD OF DIRECTORS

Adopted March 19, 1996

Amended Paragraph C(v) June 20, 2002

Amended Paragraph B August 20, 2002

Amended Paragraph G January 11,2006

Amended Paragraph G January 4, 2016

FIRST EVANSTON BANCORP, INC.

STOCK INCENTIVE PLAN

AMENDMENT ADDING PROVISIONS FOR

NON-EMPLOYEE MEMBERS OF THE

BOARD OF DIRECTORS

The purpose of this amendment is to add provisions to the First Evanston Bancorp, Inc. Stock Incentive Plan that provide the Company's non-employee members of its Board of Directors certain stock options ("Board Addition to the Plan'') so that the Company can retain the caliber of talented individuals needed to serve as members of its Board of Directors.

The terms and provisions of this Board Addition to the Plan are as follows:

A. Administration. The Board Addition to the Plan shall be administered by a separate committee (the "Committee II") consisting of the Company's Chief Executive Officer, Chief Operating Officer and Senior Lending Officer. In the event that there is a vacancy in one or more of the foregoing offices, the Chief Executive Officer will appoint a sufficient number of officers of the Company to the Committee II to achieve a number of not less than three members. No officer of the Company may be a member of the Committee II who is eligible to participate in or within twelve months prior to appointment to the Committee II was eligible to participate in the Board Addition to the Plan.

Committee II may from time to time establish, amend or rescind such rules and regulations with respect to the Board Addition to the Plan as it deems appropriate. All grants of stock options and questions arising under the Board Addition to the Plan shall be decided by Committee II, and its determination shall be conclusive.

B. Common Stock. The total number of shares of the Company's common stock, no par value ('1 Common Stock 11), which may be issued upon the exercise of options under the Board Addition to the Plan shall not exceed 100,000, which number shall be subject to adjustment under Sections E and G. The number of shares of Common Stock so available under the Board Addition to the Plan shall be in addition to the maximum number of shares of Common Stock which may be issued under the Plan as it existed prior to the Effective Date of this Amendment. Shares shall be made available for purposes of the Board Addition to the Plan from authorized but unissued, or reacquired, shares of Common Stock.

C. Stack Options.

i) ( Each non-employee member of the Companis Board of Directors shall be eligible to be granted options under the Board Addition to the Plan.

ii) ( The option price per share under each option shall be fixed by the Committee II at the fair market value of a share of Common Stock on the date of grant. For all purposes of the Board Addition to the Plan, and unless otherwise determined by the Committee II, the fair market value of a share of Common Stock shall mean the price which the Committee II may deem to be the fair market value.

iii) ( Each person who is a member of the Board of Directors of the Company on the Effective Date of this Board Addition to the Plan shall be granted an option to purchase 1,000 shares of the Companis Common Stock at the now current fair market value of such Common Stock, which is $50 per share.

iv) ( Each option shall be nonassignable and nontransferable other than by will or the laws of descent and distribution and, during the lifetime of the optionee named therein, may be exercised only by the optionee.

v) ( An option shall not be exercisable during the first six months after the Effective Date and shall expire and terminate not later than ten years after the date of its grant.

vi) ( In the event of the death of an optionee with an outstanding option, the option rights may, subject to the expiration date of the option, be exercised only during the sixty month period immediately following the date of the death of the optionee by the optionee1 s successor in interest for the number of shares which such deceased optionee, immediately prior to the death of the optionee, was entitled to purchase but had not yet purchased under the terms of the option.

vii) ( Each option shall be evidenced by an option certificate issued by the Company.

viii) ( Each option shall be subject to the requirement that if at any time the Board shall determine that the listing or registration of the shares covered thereby upon any securities exchange or under any applicable law is necessary or desirable, such option shall not be exercisable unless such listing or registration shall have been effected.

ix) ( Common Stock purchased upon exercise of any option shall be paid for, at the time of exercise, in cash or by check. An optionee or successor in interest to any optionee shall have no rights as a shareholder with respect to any shares covered by this option until such optionee or successor in interest shall have become the holder of such shares.

D. Alternative Stock Appreciation Rights. Any option granted under the Board Addition to the Plan may, at the discretion of the Committee II, include the right to surrender the exercisable portion of the option in whole or in part, and receive from the Company in exchange, without any payment of cash (except for applicable withholding taxes), that number of shares having an aggregate market value equal to the product of (i) the excess of the market value of one share as of the date of surrender over the option price per share, and (ii) the number of shares subject to the option, or portion thereof, which is so surrendered. These rights may be extended either at the time of the grant of the option or at any time thereafter during its term, but such rights shall not be exercisable until they have been outstanding for at least six months. The Company shall be entitled, at its discretion, to settle all or part of its obligation arising out of any exercise of such rights by the payment of cash equal to the aggregate market value of the shares it would otherwise be obligated to deliver. The number of shares of Common Stock reserved for issuance under the Plan shall be reduced by the number of shares covered by an option or portion thereof which is so surrendered.

E. Antidilution. In the event of any change in capitalization which affects the Common Stock, such as a stock dividend, a stock distribution, a stock split, a subdivision or combination of shares, such proportionate adjustments, if any, as the Committee in its discretion deems appropriate to reflect such change shall be made with respect to the options and awards outstanding under the Board Addition to the Plan and the total number of shares of Common Stock which may be issued under the Board Addition to the Plan; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.

The rights and interests under the Board Addition to the Plan may not be assigned or transferred except by will or by the laws of descent and distribution.

F. Withholding Tax. The Company shall have the right to deduct from any payment or other distribution under the Board Addition to the Plan, including the withholding of shares of Common Stock, an amount necessary to satisfy any withholding tax requirements with respect to such payment or distribution.

G. Amendment and Termination of the Board Addition to the Plan. The Committee II may at any time and from time to time amend, suspend or terminate the Board Addition to the Plan in whole or in part. No such amendment may, except as provided in Section E, increase the total number of shares of Common Stock which may be issued under the Board Addition to the Plan without the approval of the Board. Unless sooner terminated, this Plan will terminate on January 12, 2026, except with respect to any options or awards then outstanding.

H. Effective Date. This Board Addition to the Plan shall be effective March 19, 1996.

AMENDMENT TO

FIRST EVANSTON BANCORP, INC

STOCK INCENTIVE PLAN

THIS AMENDMENT (this “ Amendment ”) to the First Evanston Bancorp, Inc. Stock Incentive Plan (the “ Plan ”), is dated as of April 18, 2018.

1. Effective Time . This Amendment shall become effective as of the “Effective Time” (as defined in the Agreement and Plan of Merger, by and among Byline Bancorp, Inc., Wildcat Acquisition Corporation and First Evanston Bancorp, Inc., dated as of November 27, 2017). If the Effective Time does not occur, this Amendment shall be null and void ab initio . Except as expressly set forth herein, the Plan shall remain in full force and effect in accordance with its terms.

2. Effect of the Merger with Byline . The following is added as a new Section 12:

12. Effect Of The Merger with Byline . Upon the Effective Time (as defined in the Agreement and Plan of Merger, by and among Byline Bancorp, Inc., Wildcat Acquisition Corporation and the Company, dated as of November 27, 2017 (the “ Merger Agreement ”)), the following terms shall apply and supersede any provisions of the Plan to the contrary:

(a) At the Effective Time, awards of restricted performance shares that are outstanding as of immediately prior to the Effective Time shall be con- verted into the right to receive the Per Common Share Consideration (as defined in the Merger Agreement) in accordance with Section 3.1 of the Merger Agree- ment;

(b) At the Effective Time, awards of options that are outstanding as of immediately prior to the Effective Time shall be converted into fully vested and exercisable Adjusted Options (as defined in the Merger Agreement) in accord- ance with Section 3.2 of the Merger Agreement;

(c) The holder of an option that is converted pursuant to Section 3.1, of the Merger Agreement shall not have any right to seek to have such option redeemed, repurchased or cashed out by the Company pursuant to Section 8(a)(ii) of the Plan as a result of the occurrence of the Effective Time;

(d) The holder of an Adjusted Option who is employed by the Com- pany or its Subsidiaries as of immediately prior to the Effective Time and whose employment subsequently is terminated at a time when such Adjusted Option remains outstanding shall have thirty (30) days following his or her termination of employment (or such longer period as is contemplated by the terms of the Plan or the applicable award agreement) to exercise such Adjusted Option; pro- vided that in no event shall such Adjusted Option be exercisable following the tenth (10th) anniversary of the grant date of the corresponding pre-adjustment option; and

(e) The holder of an Adjusted Option who is a member of the Board as of immediately prior to the Effective Time and whose service on the Board is terminated in connection with the occurrence of the Effective Time shall have the right to exercise such Adjusted Option until the tenth (10 th ) anniversary of the grant date of the corresponding pre-adjustment option.

[ End of Document ]

Approved by the Board of Directors:

Dated: April 18, 2018	Signed:	/s/Joan E. Yohanan
		Corporate Secretary & V.P.