FIRST MIDWEST BANCORP, INC.
1989 OMNIBUS STOCK AND INCENTIVE PLAN
-------------------------------------
The following sections of the First Midwest Bancorp, Inc. 1989
Omnibus Stock and Incentive Plan have been hereby amended, as
follows:
1. Section 1.2: Purpose
---------------------
The purpose of the Plan is to advance the interests of
the Company, by encouraging and providing for the
acquisition of an equity interest in the success of the
Company by key employees, by providing additional incentives
and motivation toward superior performance of the Company,
and by enabling the Company to attract and retain the
services of key employees upon whose judgment, interest and
special effort the successful conduct of its operations is
largely dependent.
2. Section 2.1 (e)
---------------
"Committee" means the Compensation Committee of the
Board of Directors or such other committee appointed from
time to time by the Board of Directors to administer this
Plan. The Committee shall consist of three or more members,
each of whom shall qualify as a "disinterested person," as
the term is defined by Rule 16b-3, and as an "outside
director" within the meaning of Code Section 162(m) and
regulations thereunder.
3. Section 5.1: Number and Amount Available for Award to
Single Participant
-----------------------------------------------------------
The total number of shares of Stock subject to Awards
under the Plan may not exceed 1,677,500 (of this total
number, up to 80,000 shares of Stock may be issued in
Restricted Stock), and the total number of shares of Stock
which may be made subject to Awards granted under the Plan
in any calendar year to any single Participant may not
exceed 65,000. Such numbers of shares shall be subject to
adjustment upon occurrence of any of the events described in
Section 5.3. The shares to be delivered under the Plan may
consist, in whole or in part, of authorized but unissued
Stock or treasury Stock, not reserved for any other purpose.
4. Section 5.2: Reuse
-------------------
If, and to the extent:
(a) An Option shall expire or terminate for any reason
without having been exercised in full (including, without
limitation, cancellation and re-grant), or in the event that
an Option is exercised or settled in a manner such that some
or all of the shares of Stock related to the Option are not
issued to the Participant (or beneficiary) (including as the
result of the use of shares for withholding taxes), the
shares of Stock subject thereto which have not become
outstanding shall (unless the Plan shall have terminated)
become available for issuance under the Plan; provided,
however, that with respect to a share-for-share exercise,
only the net shares issued shall be deemed to have become
outstanding as a result thereof.
(b) Restricted Stock, Performance Shares or
Performance Units under the Plan forfeited for any reason,
or settled in cash in lieu of Stock or in a manner such that
some or all of the shares of Stock related to the award are
not issued to the Participant (or beneficiary), such shares
of Stock shall (unless the Plan shall have terminated)
become available for issuance under the Plan; provided,
however, that if any dividends paid with respect to shares
of Restricted Stock or Performance Shares were paid to the
Participant prior to the forfeiture thereof, such shares
shall not be reused for grants or awards.
(c) SARs expire or terminate for any reasons without
having been earned in full, an equal number of SARs shall
(unless the 1989 Plan shall have terminated) become
available for issuance under the Plan.
4. Section 6.1: Duration of Plan
------------------------------
The Plan shall remain in effect, subject to the Board's
right to earlier terminate the Plan pursuant to Section 14
hereof, until all Stock subject to it shall have been
purchased or acquired pursuant to the provisions hereof.
Notwithstanding the foregoing, no Award may be granted under
the Plan on or after February 21, 2006.
5. Section 9.2: Transferability
-----------------------------
Except as provided in Sections 9.8 and 9.9 hereof, the
shares of Restricted Stock granted hereunder may not be
sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated for such period of time as shall be
determined by the Committee and shall be specified in the
Restricted Stock grant, or upon earlier satisfaction of
other conditions (which may include the attainment of
performance goals as defined in Section 10.8 hereof), as
specified by the Committee in its sole discretion and set
forth in the Restricted Stock grant.
6. Section 10.8: Performance Goals
--------------------------------
For purposes of Sections 9.2 and 10.2 hereof,
"performance goals" shall mean the criteria and objectives,
determined by the Committee pursuant to the Plan, which
shall be satisfied or met during the applicable restriction
period or performance period, as the case may be, as a
condition to the Participant's receipt, in the case of a
grant of the Restricted Stock or a grant of Performance
Shares, of the shares of Stock subject to such grant, or in
the case of a Performance Unit Award, of payment with
respect to such Award. Such criteria and objectives may
include, but are not limited to, return on assets, return on
equity, growth in net earnings, growth in earnings per
share, asset growth, deposit growth, loan growth, asset
quality levels, growth in the Fair Market Value of the
Stock, or any combination of the foregoing or any other
criteria and objectives determined by the Committee. Upon
completion of the restricted period or the performance
period, as the case may be, the Committee shall certify the
level of the performance goals attained and the amount of
the Award payable as a result thereof.
7. Section 13.2: Definition
-------------------------
For purposes of the Plan, a "change in control" shall
mean any of the following events:
(a) Any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), other than (i) a trustee or other fiduciary
holding securities under an employee benefit plan of the
Company or a subsidiary, or (ii) a corporation owned
directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of
stock of the Company, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 10% or
more of the total voting power of the then outstanding
shares of capital stock of the Company entitled to vote
generally in the election of directors (the "Voting Stock"),
or
(b) During any period of two consecutive years,
individuals, who at the beginning of such period constitute
the Board, and any new director, whose election by the
Board, or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof, or
(c) The stockholders of the Company approve a merger
of consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in
the Voting Stock outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving
entity) at least 80% of the total voting power represented
by the Voting Stock or the voting securities of such
surviving entity outstanding immediately after such merger
or consolidation, or the stockholders of the Company approve
a Plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
The Board has final authority to determine the exact date on
which a change in control has been deemed to have occurred
under (a), (b), and (c) above.
*********************************
SECRETARY'S CERTIFICATE
-----------------------
The foregoing First Amendment to the First Midwest Bancorp, Inc.
1989 Omnibus Stock and Incentive Plan was duly adopted and
approved by the Company's Board of the Directors on November 15,
1995 and shall become effective as of such date, subject to
ratification thereof by the Company's stockholders at the 1996
Annual Meeting of Stockholders. Awards granted under the Plan on
or after the effective date of this First Amendment with respect
to the additional shares of Stock authorized hereby, or pursuant
to any of the amendments made to the Plan hereby, shall not be
exercisable or payable to a Participant without such stockholder
approval.
This First Amendment to the First Midwest Bancorp, Inc. 1989
Omnibus Stock and Incentive Plan was duly approved by the
stockholders of the Company at the Annual Meeting of Stockholders
held on April 16, 1996.
CORPORATE
-----------------------------------------
SEAL By: Alan R. Milasius
Senior Vice President & Corporate
Secretary
SECOND AMENDMENT TO THE
FIRST MIDWEST BANCORP, INC.
OMNIBUS STOCK AND INCENTIVE PLAN
--------------------------------
The First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan is
hereby amended as follows:
Section 2.1(e) is amended to read:
"Committee" means the Compensation Committee of the Board of
Directors or such other committee appointed from time to time by
the Board of Directors to administer this Plan. The Committee
shall consist of two or more members, each of whom shall qualify
as a "disinterested person," as the term (or similar or successor
term) is defined by Rule 16b-3, and as an "outside director"
within the meaning of Code Section 162(m) and regulations
thereunder.
* * * * *
The foregoing Second Amendment to the 1989 Omnibus Stock and Incentive
Plan was duly adopted and approved by the Board of Directors of the Company on
May 15, 1996 and shall become effective as of such date.
/s/ Alan R. Milasius
--------------------------
Secretary of the Company