Exhibit 10.3
SIXTH AMENDMENT TO THE
FIRST MIDWEST BANCORP, INC.
1989 OMNIBUS STOCK AND INCENTIVE PLAN
-------------------------------------
The First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan is
hereby amended as follows:
1. Section 13.2 is amended to read:
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"), provided, however,
that the following shall not constitute a change in control: (A)
such person becomes a beneficial owner of 10% of more of the
Voting Stock as the result of an acquisition of such stock
directly from the Company, or (B) such person becomes a
beneficial owner of 10% or more of the Voting Stock as a result
of the decrease in the number of outstanding shares caused by the
repurchase of shares by the Company; provided, further, that in
the event a person described in clause (A) or (B) shall
thereafter increase (other than in circumstances described in
clause (A) or (B)) beneficial ownership of stock representing
more than 1% of the Voting Stock, such person shall then be
deemed to become a beneficial owner of 10% or more of the Voting
Stock for purposes of this paragraph (a), provided such person
continues to beneficially own 10% or more of the Voting Stock
after such subsequent increase in beneficial ownership, or
(b) During any period of two consecutive years, individuals, who at
the beginning of such period constitute the Board of Directors of
the Company, and any new director, whose election by the Board of
Directors 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, or if such approval is
not necessary or required, the consummation of, a reorganization,
merger or consolidation, the sale or other disposition of all or
substantially all of the assets, or a similar transaction or
series of transactions involving the Company (a "Business
Combination") in each case, unless (1) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Voting Stock immediately prior to such
Business Combination beneficially own, directly or indirectly,
more than 50% of the total voting power represented by the voting
securities entitled to vote generally in the election of
directors of the Company or the corporation resulting from the
Business Combination (including, without limitation, a
corporation which as a result of the Business Combination owns
the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries), in
substantially the same proportions as their ownership,
immediately prior to the Business Combination of the Voting Stock
of the Company, and (2) at least a majority of the members of the
board of directors of the Company or such corporation resulting
from the Business Combination were members of the Incumbent Board
at the time of the execution of the initial agreement, or action
of the Incumbent Board, providing for such Business Combination;
or
(d) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company.
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), (c) and (d) above.
* * * * *
The foregoing Sixth Amendment to the 1989 Omnibus Stock and Incentive Plan
was duly adopted and approved by the Board of Directors of the Company on
February 17, 1997 shall become effective as of such date.
JAMES M. ROOLF
----------------------------------------
Secretary of the Company
2