THIS AGREEMENT (the “Agreement”) is made and entered into as of this 6th day of November, 2001,
by and between MB Financial Bank, N.A., (the “Bank”) and Ronald Santo (the “Employee”).
A. The Bank desires that the Employee provide services for the benefit of the Bank and its affiliates
and the Employee desires to accept such employment with the Bank.
B. The Employee serves as Chairman and Group President of the Bank.
C. The Bank and the Employee acknowledge that the Employee will be a member of the senior
management team of the Bank and, as such, will participate in implementing the Bank’s business plan.
D. In the course of employment with the Bank and MidCity Financial Corporation (“MidCity”), the
Employee has had and will continue to have access to certain confidential information that relates to or will
relate to the business of the Bank and its affiliates.
E. The Bank desires that any such information not be disclosed to other parties or otherwise used
for unauthorized purposes.
NOW THEREFORE, in consideration of the foregoing and of the respective covenants and agreements
of the parties herein, it is AGREED as follows:
1. Definitions .
(a) The term “Change in Control” means the occurrence of any of the following events:
(i) any person (as such term is defined in Section 3 of the Securities and Exchange
Act of 1934 (the “Act”) and used in Rule 13d-5 of the Securities and Exchange Commission (the “SEC”) under
the Act) or group (as such term is defined in Section 13(d) of the Act), other than a subsidiary or any employee
benefit plan (or any related trust) of the Bank or a subsidiary, becomes the beneficial owner of fifty percent
(50%) or more of the common stock of the Bank or of Voting Securities representing fifty percent (50%) or
more of the combined voting power of all Voting Securities of the Bank;