8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 12, 2013

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Illinois	333-185041 333-185043 333-185044	20-4718752
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

2801 Black Rd., Joliet, Illinois	60435
(Address of principal executive offices)	(Zip code)

(815) 725-0123

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 1.01    Entry into a Material Definitive Agreement.

Simultaneous with the closing of the Consolidation on March 12, 2013 (as described below in Item 2.01), First Community Financial Partners, Inc. (the “Company”) entered into employment agreements with certain employees, effective as of the closing of the Consolidation.

Roy C. Thygesen has entered into an Employment Agreement with the Company and First Community Financial Bank (the “Bank”) pursuant to which he will serve as the Chief Executive Officer of the Company and the Bank. He will also be a member of the board of directors of both entities. Mr. Thygesen's employment agreement has an initial term of one year, with automatic one-year renewal terms unless either party gives notice of non-renewal. Mr. Thygesen is entitled to a minimum annual salary of $272,950 pursuant to the agreement, as well as annual performance bonuses, a monthly automobile allowance, a monthly general expense allowance, a monthly life insurance allowance and participation in the Bank's benefit plans. Under the agreement, upon a termination of Mr. Thygesen's employment by the employer without cause or by Mr. Thygesen for good reason, Mr. Thygesen will be entitled to severance payments equal to 100% of his base salary plus annual bonus, payable in 24 equal semi-monthly installments following the date of termination (or in a lump sum if the termination occurs within six months before or two years following a change in control), as well as one year of continued medical coverage. Further under the agreement, in the event of a termination of his employment due to his disability, Mr. Thygesen will be entitled to a lump sum payment equal to 100% of his annual base salary, as well as one year of continued medical coverage and disability and life insurance coverage. In the event of his death, Mr. Thygesen's beneficiaries will be entitled to a lump sum payment equal to 50% of his annual base salary, as well as one year of employer-paid medical coverage. All of the aforementioned severance benefits are contingent upon Mr. Thygesen's (or his beneficiaries', if applicable) execution of a general release of claims. Under the agreement, Mr. Thygesen will be subject to one-year non-solicit restrictive covenants following the termination of his employment. Mr. Thygesen’s employment agreement is filed as Exhibit 10.1 and is incorporated by reference herein.

Patrick J. Roe has entered into an Employment Agreement with the Company and the Bank pursuant to which he will serve as the President and Chief Operating Officer of the Company and the Bank. He will also be a member of the board of directors of both entities. Mr. Roe’s employment agreement has an initial term of one year, with automatic one-year renewal terms unless either party gives notice of non-renewal. Mr. Roe is entitled to a minimum annual salary of $280,000 pursuant to the agreement, as well as annual performance bonuses, a monthly automobile allowance, and participation in the Bank's benefit plans. Under the agreement, upon a termination of Mr. Roe's employment by the employer without cause or by Mr. Roe for good reason, Mr. Roe will be entitled to severance payments equal to 100% of his base salary plus annual bonus, payable in 24 equal semi-monthly installments following the date of termination (or in a lump sum if the termination occurs within six months before or two years following a change in control), as well as one year of continued medical coverage. Further under the agreement, in the event of a termination of his employment due to his disability, Mr. Roe will be entitled to a lump sum payment equal to 100% of his annual base salary, as well as one year of continued medical coverage and disability and life insurance coverage. In the event of his death, Mr. Roe's beneficiaries will be entitled to a lump sum payment equal to 50% of his annual base salary, as well as one year of employer-paid medical coverage. All of the aforementioned severance benefits are contingent upon Mr. Roe's (or his beneficiaries', if applicable) execution of a general release of claims. Under the agreement, Mr. Roe will be subject to one-year non-solicit restrictive covenants following the termination of his employment. Mr. Roe’s employment agreement is filed as Exhibit 10.2 and is incorporated by reference herein.

Glen L. Stiteley has entered into an Employment Agreement with the Company and the Bank pursuant to which he will serve as Chief Financial Officer of the Company and the Bank. The agreement has an initial term of one year, with automatic one-year renewal terms unless either party gives notice of non-renewal. Mr. Stiteley is entitled to a minimum annual salary of $162,750 pursuant to the agreement, as well as annual performance bonuses, and participation in the Bank's benefit plans. Under the agreement, upon a termination of Mr. Stiteley's employment by the employer without cause or by Mr. Stiteley for good reason, Mr. Stiteley will be entitled to severance payments equal to 100% of his base salary plus annual bonus, payable in 24 equal semi-monthly installments following the date of termination (or in a lump sum if the termination occurs within six months before or two years following a change in control), as well as one year of continued medical coverage. Further under the agreement, in

2

the event of a termination of his employment due to his disability, Mr. Stiteley will be entitled to a lump sum payment equal to 100% of his annual base salary, as well as one year of continued medical coverage and disability and life insurance coverage. In the event of his death, Mr. Stiteley's beneficiaries will be entitled to a lump sum payment equal to 50% of his annual base salary, as well as one year of employer-paid medical coverage. All of the aforementioned severance benefits are contingent upon Mr. Stiteley's (or his beneficiaries', if applicable) execution of a general release of claims. Under the agreement, Mr. Stiteley will be subject to one-year non-solicit restrictive covenants following the termination of his employment. Mr. Stiteley’s employment agreement is filed as Exhibit 10.3 and is incorporated by reference herein.

Simultaneous with the closing of the Consolidation, Mr. Donn Domico and Mr. Steven Randich entered into new employment agreements with the Company and the Bank. Mr. Domico serves as Senior Executive Vice President, Head of Commercial Banking of the Bank and Mr. Randich serves as Senior Executive Vice President, Head of Retail Banking of the Bank under their respective employment agreements. Mr. Domico is be entitled to a minimum annual salary of $210,000 and Mr. Randich is be entitled to a minimum annual salary of $190,000 pursuant to their respective agreements, and each is be entitled to annual performance bonuses, a monthly automobile allowance, and participation in the Bank's benefit plans. Mr. Domico is also entitled to a monthly general expense reimbursement allowance of $1,800. Mr. Domico and Mr. Randich is each entitled to severance payments substantially similar to those to which Mr. Stiteley is entitled, on substantially similar terms and conditions. All of the aforementioned severance benefits are contingent upon Mr. Domico and Mr. Randich's (or his beneficiaries', if applicable) execution of a general release of claims. Under the agreement, Mr. Domico and Mr. Randich will be subject to one-year non-solicit restrictive covenants following the termination of their employment. Mr. Domico’s employment agreement is filed as Exhibit 10.4 and is incorporated by reference herein. Mr. Randich’s employment agreement is field as Exhibit 10.5 and is incorporated by reference herein.

The information set forth in Item 3.02 below is incorporated herein by reference.

Item 2.01.    Completion of Acquisition or Disposition of Assets.

On March 12, 2013, pursuant to the terms and conditions of that certain (1) Agreement and Plan of Merger by and among the Company, Interim First Community Bank of Plainfield (“Interim Plainfield”) and First Community Bank of Plainfield (“FCB Plainfield”) (the “FCB Plainfield Merger Agreement”), (2) Agreement and Plan of Merger by and among the Company, First Community Bank of Joliet (“FCB Joliet”) and First Community Bank of Homer Glen & Lockport (“FCB Homer”) (the “FCB Homer Merger Agreement”), (3) Agreement and Plan of Merger by and among the Company, FCB Joliet and Burr Ridge Bank and Trust (“Burr Ridge”) (the “Burr Ridge Merger Agreement”) and (4) Agreement and Plan of Merger by and among the Company, FCB Joliet and FCB Plainfield (the “Joliet Merger Agreement,” and collectively with the FCB Plainfield Merger Agreement, the FCB Homer Merger Agreement and the Burr Ridge Merger Agreement, the “Merger Agreements”), the Company completed a series of previously announced merger transactions (collectively, the “Consolidation”). Specifically, the Consolidation consisted of the following mergers: (a) the merger of Interim Plainfield with and into FCB Plainfield, which merger resulted in FCB Plainfield becoming wholly owned by the Company, (b) the merger of FCB Homer with and into FCB Joliet, which merger resulted in the independent banking business of FCB Homer ceasing and the FCB Homer business becoming part of FCB Joliet’s banking business, (c) the merger of Burr Ridge with and into FCB Joliet, which merger resulted in the independent banking business of Burr Ridge ceasing and the Burr Ridge business becoming part of FCB Joliet’s banking business and (d) immediately following the consummation of the three mergers described above, the merger of FCB Joliet with and into FCB Plainfield, which resulted in FCB Plainfield becoming the sole surviving bank following the Consolidation, wholly owned by the Company and renamed “First Community Financial Bank.”

Pursuant to the terms of the FCB Plainfield Merger Agreement, each issued and outstanding share of FCB Plainfield common stock (other than shares held in FCB Plainfield’s treasury or owned by the Company or any Company subsidiary) was converted into the right to receive 2.30 shares of Company common stock in exchange for each share of FCB Plainfield common stock, and each issued and outstanding share of FCB Plainfield preferred stock (other than shares held in FCB Plainfield’s treasury or owned by the Company or any Company subsidiary) was converted into the right to receive 305.9 shares of Company common stock in exchange for each share of FCB

3

Plainfield preferred stock, plus in each case cash in lieu of fractional shares. Pursuant to the FCB Homer Merger Agreement, each issued and outstanding share of FCB Homer common stock (other than shares held in Homer’s treasury or owned by the Company or any Company subsidiary) received 1.20 shares of Company common stock in exchange for each share of FCB Homer common stock, plus cash in lieu of fractional shares. Pursuant to the terms of the Burr Ridge Merger Agreement, each issued and outstanding share of Burr Ridge common stock (other than shares held in the Burr Ridge’s treasury or owned by the Company or any Company subsidiary) received 2.81 shares of Company common stock in exchange for each share of Burr Ridge common stock, plus cash in lieu of fractional shares. The Company also issued restricted stock units in exchange for all outstanding options to acquire shares of common stock of each of FCB Plainfield, FCB Homer and Burr Ridge.

This description of the Consolidation does not purport to be complete and is qualified in its entirety by reference to the Merger Agreements, each of which is incorporated herein by reference to Exhibit 2.1, Exhibit 2.2, Exhibit 2.3 and Exhibit 2.4.

A copy of the press release, dated March 12, 2013, announcing the completion of the Consolidation is included as Exhibit 99.1 and incorporated herein by reference.

Item 3.02.    Unregistered Sales of Equity Securities

On March 12, 2013 and in connection with the closing of the Consolidation, the Company completed a private placement offering of $10 million of subordinated indebtedness coupled with warrants to purchase in the aggregate 250,000 shares of Company common stock at a price of $4.00 per share (the “Private Placement”). These securities were offered in denominations of $10,000 per note evidencing the subordinated indebtedness along with a warrant to purchase 250 shares of Company common stock at $4.00 per share. The subordinated indebtedness and warrants were offered to accredited investors by the Company in an offering pursuant to Rule 506 under the Securities Act of 1933.

The subordinated indebtedness will bear interest at a per annum rate equal to 9.0%. Interest on the subordinated indebtedness will accrue from the date of issuance and is proposed to be payable semi-annually, in arrears, on March 31 and September 30 of each year, commencing on March 31, 2013. The subordinated indebtedness will not be convertible into shares of common stock, preferred stock or other equity securities the Company. The subordinated indebtedness will be unsecured subordinated obligations of the Company and will mature on the tenth anniversary from the date of the issuance. At any time on or after the second anniversary of the date of issuance of the subordinated indebtedness, the Company may redeem the subordinated indebtedness, in whole or in part, at a redemption price equal to 100% of the outstanding principal amount of such subordinated indebtedness redeemed, plus accrued and unpaid interest as of and to the date fixed for such redemption, provided, however, that any such redemption will require the prior approval of the Federal Reserve. The warrants will remain outstanding following any such redemption of the subordinated indebtedness, and will have a term of ten years from the date of issuance, whereafter they will expire.

Each warrant may be exercised by the holder hereof, in whole or in part, during normal business hours on any business day on or after the date of the warrant to and including its expiration date, by surrender of the warrant, with the form of subscription contained therein duly executed by such holder, to the Company (1) accompanied by payment in the amount obtained by multiplying the number of shares of Company common stock designated in such form of subscription by $4.00 or (2) on a net basis without the exchange of any funds pursuant to the terms of the warrant.

This description is qualified in its entirety by reference to the form of warrant attached hereto as Exhibit 4.1.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

4

Each of Michael Hansen, John Manner and Mark Stofan resigned from the Company’s board of directors on March 12, 2013, effective upon the Consolidation. Effective immediately following the Consolidation and the retirements of Mr. Hansen, Mr. Manner and Mr. Stofan from the board of directors, the board of directors of the Company appointed each of Peter Coules, Jr., Vincent E. Jackson, Daniel Para and Roy C. Thygesen to the Company’s board of directors. Mr. Para is a member of the Company’s compensation committee and Mr. Coules is a member of the Company's audit committee. Mr. Coules, Mr. Jackson and Mr. Thygesen were appointed to serve until the expiration of their respective terms in 2014. Mr. Para was appointed to serve until the expiration of his term in 2015. Each new director will be compensated for his service as a director under the Company’s standard compensation programs for non-employee directors. Additionally, Mr. Coules, Mr. Jackson and Mr. Para had extensions of credit from the Bank and/or its predecessor banks during 2012. All such extensions of credit were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features.

On March 12, 2013 upon the closing of the Consolidation, Mr. Thygesen, 55, was also elected as the chief executive officer of First Community and the chief executive officer of First Community Financial Bank.  The information regarding his employment agreement set forth in Item 1.01 above, and his employment agreement filed as Exhibit 10.1, are incorporated by reference herein.  From 2009 to 2013, Mr. Thygesen was the president and chief executive officer, and a director, of Burr Ridge Bank and Trust, of which the Company was a stockholder prior to the Consolidation. From 1993 to 2007, Mr. Thygesen served as regional president of a predecessor to BMO Harris Bank, a banking institution, as well as chief executive officer, president, and a director of several of that organization's wholly owned community bank subsidiaries.  Also on March 12, 2013, upon the appointment of Mr. Thygesen to the position of chief executive officer of the Company, Mr. Roe ceased being the Company's president and chief executive officer and became the Company's president and chief operating officer.

On March 12, 2013, First Community issued subordinated indebtedness in a private placement offering. The subordinated indebtedness was accompanied by warrants to purchase shares of First Community's common stock. Purchasers of the subordinated indebtedness includes an individual retirment account for the benefit of Mr. Thygesen in the amount of $180,000.

Item 8.01. Other Events.

On March 12, 2013, following the closing of the Consolidation and the Company’s receipt of $10 million as a result of Private Placement, the Company redeemed 9,500 shares (the “Shares”) of its outstanding Series B Fixed Rate Cumulative Perpetual Preferred Stock (the “Preferred Stock”) issued by the Company pursuant to the Troubled Asset Relief Program Capital Purchase Program. The Company redeemed the Shares from EJF Capital LLC, a Delaware limited liability company, through one or more of its managed funds or separately managed accounts (collectively, “EJF”). EJF is a third party that purchased 16,824 shares of the Preferred Stock from the United States Department of the Treasury on September 13, 2012. The redemption was pursuant to a Purchase Option Agreement between the Company and EJF effective as of November 21, 2012, and which is incorporated by reference to Exhibit 10.1. The Company redeemed the Shares at a price of $690.00 per share. The total cost of redeeming the Shares was approximately $6.6 million, such amount including accrued and unpaid dividends earned on the Shares through the date of redemption.

A copy of the press release, dated March 12, 2013, announcing the redemption of the Shares is included as Exhibit 99.1 and incorporated herein by reference.

5

Item 9.01. Financial Statements and Exhibits.

(a)    Financial statements of businesses acquired.

The Company has previously filed the following financial statements: First Community Bank of Plainfield, unaudited financial statements as of and for the nine months ended September 30, 2012 and audited financial statements as of and for each of the years ended December 31, 2011 and 2010; First Community Bank of Homer Glen & Lockport, unaudited financial statements as of and for the nine months ended September 30, 2012 and audited financial statements as of and for each of the years ended December 31, 2011 and 2010; and Burr Ridge Bank and Trust, unaudited financial statements as of and for the nine months ended September 30, 2012 and audited financial statements as of and for each of the years ended December 31, 2011 and 2010. These financial statements, along with management’s discussion and analysis of the financial condition and results of operations were previously filed in the Registration Statements on Form S-4 of First Community Financial Partners, Inc. (File Nos. 333-185041, 333-185043 and 333-185044), as amended.

(b)    Pro forma financial information.

The financial statements required by Item 9.01(b) are filed as Exhibit 99.2 and is incorporated by reference herein.

(d)    Exhibits.

6

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of August 27, 2012, by and among First Community Financial Partners, Inc., Interim First Community Bank of Plainfield and First Community Bank of Plainfield (incorporated herein by reference to Exhibit 2.1 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
2.2	Agreement and Plan of Merger, dated as of August 27, 2012, by and among First Community Financial Partners, Inc., First Community Bank of Joliet and First Community Bank of Homer Glen & Lockport (incorporated herein by reference to Exhibit 2.2 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
2.3	Agreement and Plan of Merger, dated as of August 27, 2012, by and among First Community Financial Partners, Inc., First Community Bank of Joliet and Burr Ridge Bank and Trust (incorporated herein by reference to Exhibit 2.3 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
2.4	Agreement and Plan of Merger, dated as of August 27, 2012, by and between First Community Bank of Joliet and First Community Bank of Plainfield (incorporated herein by reference to Exhibit 2.4 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
4.1	Form of warrant.
4.2	In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the registrant have been omitted but will be furnished to the Securities and Exchange Commission upon request.
10.1	Employment Agreement by and among Roy C. Thygesen, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.2	Employment Agreement by and among Patrick J. Roe, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.3	Employment Agreement by and among Glen L. Stiteley, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.4	Employment Agreement by and among Donn Domico, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.5	Employment Agreement by and among Steven Randich, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.6	TARP Securities Purchase Option Agreement, dated as of November 8, 2012, by and between EJF Capital LLC and First Community Financial Partners, Inc., effective as of November 21, 2012 (incorporated herein by reference to Exhibit 10.16 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
23.1	Consent of McGladrey LLP
99.1	Press release dated March 12, 2013
99.2	Unaudited pro forma financial information.

7

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 13, 2013
	First Community Financial Partners, Inc.
	By:	/s/ Glen L. Stiteley___________________________
		Name: Glen L. Stiteley Title: Executive Vice President & Chief Financial Officer

8

EXHIBIT INDEX

Exhibit No. Description

2.1	Agreement and Plan of Merger, dated as of August 27, 2012, by and among First Community Financial Partners, Inc., Interim First Community Bank of Plainfield and First Community Bank of Plainfield (incorporated herein by reference to Exhibit 2.1 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
2.2	Agreement and Plan of Merger, dated as of August 27, 2012, by and among First Community Financial Partners, Inc., First Community Bank of Joliet and First Community Bank of Homer Glen & Lockport (incorporated herein by reference to Exhibit 2.2 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
2.3	Agreement and Plan of Merger, dated as of August 27, 2012, by and among First Community Financial Partners, Inc., First Community Bank of Joliet and Burr Ridge Bank and Trust (incorporated herein by reference to Exhibit 2.3 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
2.4	Agreement and Plan of Merger, dated as of August 27, 2012, by and between First Community Bank of Joliet and First Community Bank of Plainfield (incorporated herein by reference to Exhibit 2.4 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
4.1	Form of warrant.
4.2	In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the registrant have been omitted but will be furnished to the Securities and Exchange Commission upon request.
10.1	Employment Agreement by and among Roy C. Thygesen, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.2	Employment Agreement by and among Patrick J. Roe, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.3	Employment Agreement by and among Glen L. Stiteley, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.4	Employment Agreement by and among Donn Domico, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.5	Employment Agreement by and among Steven Randich, First Community Financial Partners, Inc. and Fist Community Financial Bank, effective as of March 12, 2013.
10.6	TARP Securities Purchase Option Agreement, dated as of November 8, 2012, by and between EJF Capital LLC and First Community Financial Partners, Inc., effective as of November 21, 2012 (incorporated herein by reference to Exhibit 10.16 to First Community Financial Partners, Inc.’s Registration Statement on Form S-4 (Registration No. 333-185041)).
23.1	Consent of McGladrey LLP
99.1	Press release dated March 12, 2013
99.2	Unaudited pro forma financial information.

CH2\12526470.3

9

EX-4.1

Exhibit 4.1

FORM OF WARRANT

Common Stock

Warrant Number: 1

Number of Warrants: 250

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY APPLICABLE STATE LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

Common Stock Purchase Warrant
Expiring March 12, 2023

Joliet, IllinoisMarch 12, 2013

FIRST COMMUNITY FINANCIAL PARTNERS, INC., an Illinois corporation (the “Company”), for value received, hereby certifies that [        ] and each Person to whom this Warrant has been assigned or transferred in accordance with the terms hereof is referred to herein as a “holder”) is entitled to purchase from the Company 250 duly authorized, validly issued, fully paid and nonassessable shares of the Company’s Common Stock, $1.00 par value per share (the “Common Stock”), at an initial exercise price per share of $4.00 per share, at any time or from time to time after the date of this Warrant and prior to 5:00 p.m., Chicago time, on March 12, 2023, subject to extension as provided in Section 1G (such time and date, as extended pursuant to Section 1G, if applicable, the “Expiration Date”), all subject to the terms, conditions and adjustments set forth below in this Warrant.

This Warrant (the “Warrant”, such term to include each Warrant issued in substitution herefor) is being issued in connection with the issuance by the Company of the Company’s Subordinated Notes due March 12, 2023, in the aggregate principal amount of $10,000,000 (the “2023 Notes”). The Warrant originally issued hereby evidences rights to purchase TWO HUNDRED FIFTY (250) shares of Common Stock, subject to adjustment as provided herein. Certain capitalized terms used in this Warrant are defined in Section 12.

Section 1.    Exercise of Warrant.

1A.    Manner of Exercise. This Warrant may be exercised by the holder hereof, in whole or in part, during normal business hours on any Business Day on or after the date of this Warrant to and including the Expiration Date, by surrender of this Warrant, with the form of subscription at the end hereof (or a reasonable facsimile thereof) duly executed by such holder, to the Company at its principal office at 2801 Black Road, Joliet, Illinois 60435, Attention: Patrick J. Roe, President, or such other office or agency of the Company as the Company may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company (or, if such exercise shall be in connection with an underwritten public offering of shares of Common Stock subject to this Warrant, at the location at which the underwriters shall have agreed to accept delivery thereof), accompanied by payment in the amount (the “Exercise Payment Amount”) obtained by multiplying (a) the number of shares of Common Stock (without giving effect to any adjustment therein) designated in such form of subscription by (b) $4.00.

1    

1B.    Adjustment to Number of Shares of Common Stock. The number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock which the holder of this Warrant shall be entitled to receive upon each exercise hereof shall be determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of Section 2) be issuable upon such exercise, as designated by the holder hereof pursuant to Section 1A, by a fraction of which (x) the numerator is $4.00 and (y) the denominator is the Exercise Price in effect on the date of such exercise. The “Exercise Price” shall initially be $4.00 per share, shall be adjusted and readjusted from time to time as provided in Section 2 and, as so adjusted and readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by Section 2 (and the term “Exercise Price” at any time, as used herein, shall mean such price as last adjusted or readjusted).

1C.    When Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected and the Exercise Price shall be determined immediately prior to the close of business on the Business Day on which this Warrant shall have been surrendered to the Company as provided in Section 1A, and at such time the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise as provided in Section 1D shall be deemed to have become the holder or holders of record thereof. Notwithstanding the foregoing, if an exercise of all or any portion of this Warrant is being made in connection with (i) a proposed public offering of Common Stock, (ii) a proposed Transaction, or (iii) a proposed sale of outstanding shares of Common Stock subject to this Warrant, then, at the election of the holder of this Warrant, such exercise may be conditioned upon the consummation of such public offering, Transaction or sale, in which case such exercise shall be effective concurrently with the consummation of such public offering, Transaction or sale.

1D.    Delivery of Stock Certificates, etc. Promptly after the exercise of this Warrant, in whole or in part, and in any event within ten Business Days thereafter (unless such exercise shall be in connection with a public offering of shares of Common Stock or in connection with any Transaction or sale of outstanding shares of Common Stock, in which event, at the election of the holder of this Warrant, concurrently with the effectiveness of such exercise, as provided in Section 1C, the Company at its expense will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 7, as such holder may direct,

(1)    a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock to which such holder shall be entitled upon such exercise, and

(2)    in case such exercise is in part only, a new Warrant or Warrants of like tenor, specifying the aggregate on the face or faces thereof the number of shares of Common Stock equal to the number of such shares specified on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1A.

1E.    Fractional Shares. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of the first sentence of this Section 1E, be deliverable upon the exercise of this Warrant, the Company shall, in lieu of delivering the fractional share therefor, pay to the holder exercising this Warrant an amount in cash equal to the Current Market Value of such fractional interest.

1F.    Cashless Exercise. The holder of this Warrant may exercise its right to purchase some or all of the shares of Common Stock pursuant to this Warrant on a net basis without the exchange of any funds (a “Cashless Exercise”), such that, upon the exercise hereof, the holder hereof receives that number of shares of Common Stock subscribed to pursuant to this Warrant less that number of shares of Common Stock, valued at Current Market Value at the time of exercise, equal to the aggregate Exercise Price that would otherwise have been paid by the holder of this Warrant for such shares of Common Stock subscribed to. (For example: a holder exercises the right to purchase 100 shares. At that time the Current Market Value is $6.00 and the exercise price is $4.00. The aggregate Exercise Price for 100 shares would be $400. Therefore $400 ÷ $6.00 = 66.7. The holder would receive 33.3 shares [100-66.7] under a Cashless Exercise).

2    

1G.    Notice of Expiration Date. The Company shall provide the holder of this Warrant with written notice of its expiration no more than 60 days before March 12, 2023, and this Warrant shall not expire until the later of (i) March 12, 2023 or (ii) the 30th day after the date such notice of expiration is given to the holder by the Company.

Section 2.    Protection Against Impairment of Rights; Adjustment of Exercise Price.

2A.    Adjustments for Combinations of Stock Dividends or Stock Splits. In case the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Exercise Price in effect immediately prior to such combination or consolidation shall be proportionately increased. In case the Company shall, at any time or from time to time after the date hereof, pay a dividend or make a distribution in respect of its Common Stock, in each case in shares of its Common Stock, or subdivide its outstanding shares of Common Stock, by reclassification or otherwise, into a greater number of shares of Common Stock, the Exercise Price in effect immediately prior to such dividend, distribution, or subdivision shall be proportionately reduced. Such adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a combination, consolidation, or subdivision. Such adjustments shall be made successively whenever any such event shall occur.

2B.    Minimum Adjustment of Exercise Price. If the amount of any adjustment of the Exercise Price required hereunder would be less than one percent of the Exercise Price in effect at the time such adjustment is otherwise so required to be made, such amount shall be carried forward and adjustment with respect thereto made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate at least one percent of such Exercise Price; provided, that upon the exercise of this Warrant, all adjustments carried forward and not theretofore made up to and including the date of such exercise shall be made to the nearest .00001 of a cent.

2C.    Changes in Common Stock. If any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another Person (regardless of which entity is the surviving entity), the sale of all or substantially all of the assets of the Company to another Person, any liquidation of the Company or any other transaction (each such transaction being herein called a “Transaction”) shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets (including cash) upon conversion of or in exchange for Common Stock, then, as a condition of the consummation of the Transaction, lawful and adequate provisions (in form satisfactory to the Required Holders) shall be made whereby the holder of this Warrant shall thereafter have the right to receive upon the exercise hereof, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, and this Warrant shall thereafter represent the right to receive, such shares of stock, securities or assets (including cash) as may be issued or payable upon conversion of or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock which immediately theretofore were purchasable and receivable upon the exercise of the rights represented hereby had such Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets (including cash) thereafter deliverable upon the exercise hereof. In the event of a merger or consolidation of the Company with or into another Person as a result of which a number of shares of Common Stock or other equity interests of the surviving Person greater or less than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in accordance with the foregoing provisions, such holder may be entitled.

3    

2D.    Notice of Adjustment. Upon the occurrence of any event requiring an adjustment of the Exercise Price, then and in each such case the Company shall promptly deliver to the holder of this Warrant an Officer’s Certificate stating the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock issuable upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Within 90 days after each fiscal year in which any such adjustment shall have occurred, or within 30 days after any request therefor by the holder of this Warrant stating that such holder contemplates the exercise of such Warrant, the Company will obtain and deliver to the holder of this Warrant the opinion of its regular independent auditors or another firm of independent public accountants of recognized national or regional standing selected by the Company’s Board of Directors, which opinion shall confirm the statements in the most recent Officer’s Certificate delivered under this Section 2D.

2E.    Other Notices. In case at any time:

(1)    any matter shall be submitted to the holders of the Common Stock for their vote or written consent;

(2)    there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation or other entity;

(3)    there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company;

(4)    there shall be made any tender offer for any shares of capital stock of the Company; or

(5)    there shall be any other Transaction;

then, in any one or more of such cases, the Company shall give to the holder of this Warrant, (i) at least 15 days prior to the date on which the books of the Company shall close or a record shall be taken (each, a “Record Date”) with respect to any event referred to in subsections (1) through (5) above, and within five days after it has knowledge of any pending tender offer or other Transaction, written notice of the Record Date for determining rights to vote in respect of any matter submitted to the holders of Common Stock for their vote or written consent or in respect of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or Transaction or of the date by which shareholders must tender shares in any tender offer and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or tender offer or Transaction known to the Company, at least 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, tender offer or Transaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required.

4    

2F.    Certain Events. If any event occurs as to which, in the good faith judgment of the Board of Directors of the Company, the other provisions of this Warrant are not strictly applicable or if strictly applicable would not fairly protect the exercise rights of the holders of the Warrants in accordance with the essential intent and principles of such provisions, then the Board of Directors of the Company shall appoint its regular independent auditors or another firm of independent public accountants of recognized national or regional standing which shall give their opinion upon the adjustment, if any, on a basis consistent with such essential intent and principles, necessary to preserve, without dilution, the rights of the holders of the Warrants. Upon receipt of such opinion, the Board of Directors of the Company shall forthwith make the adjustments described therein; provided, that no such adjustment shall have the effect of increasing the Exercise Price as otherwise determined pursuant to this Warrant. The Company may make such reductions in the Exercise Price as it deems advisable, including any reductions necessary to ensure that any event treated for Federal income tax purposes as a distribution of stock or stock rights not be taxable to recipients.

Section 3.    Stock to be Reserved. The Company will at all times reserve and keep available out of the authorized Common Stock, solely for the purpose of issue upon the exercise of the Warrants as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants, and the Company will maintain at all times all other rights and privileges sufficient to enable it to fulfill all its obligations hereunder. The Company covenants that all shares of Common Stock which shall be so issuable shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof (not including any income taxes payable by the holders of Warrants being exercised in respect of gains thereon), and the Exercise Price will be credited to the capital and surplus of the Company. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any applicable requirements of the National Association of Securities Dealers, Inc. and of any domestic securities exchange upon which the Common Stock may be listed.

Section 4.    Federal Reserve Board and Other Approvals.

(a)Notwithstanding any other provision of this Warrant, the holder shall not have the right to exercise this Warrant, and the Company shall have no obligation to deliver shares of Common Stock upon the exercise hereof, if the issuance of such shares to the holder requires the approval of the Board of Governors of the Federal Reserve System (including, without limitation, any approval pursuant to the Bank Holding Company Act of 1956, as amended, or the Change in Bank Control Act of 1978, as amended, of the holder’s ownership of 10% or more of the outstanding shares of any class of voting securities or control of the Company) (“Federal Reserve Board Approval”) and such approval is not obtained on or before the date of exercise of the Warrant. The Company will, at its expense and as expeditiously as possible, cooperate with the holder to obtain any required Federal Reserve Approval.

(b)    At any such time as the Common Stock is listed on any national securities exchange, the Company will, at its expense, obtain promptly and maintain the approval for listing on each such exchange, upon official notice of issuance, the shares of Common Stock issuable upon exercise of the then outstanding Warrants and maintain the listing of such shares after their issuance so long as the Common Stock is so listed or quoted.

Section 5.    Closing of Books. The Company will at no time close its transfer books against the transfer of any Warrant or of any share of Common Stock issued or issuable upon the exercise of any Warrant in any manner which interferes with the timely exercise of such Warrant.

Section 6.    No Rights or Liabilities as Stockholders. This Warrant shall not entitle the holder thereof to any of the rights of a stockholder of the Company, except as expressly contemplated herein. No provision of this Warrant, in the absence of the actual exercise of such Warrant and receipt by the holder thereof of Common Stock issuable upon such conversion, shall give rise to any liability on the part of such holder as a stockholder of the Company, whether such liability shall be asserted by the Company or by creditors of the Company.

Section 7.    Restrictive Legends. Except as otherwise permitted by this Section 7, each Warrant originally issued and each Warrant issued upon direct or indirect transfer of, or in substitution for, any Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form:

5    

“This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933 and may not be transferred in the absence of such registration or an exemption therefrom under such Act.”

Except as otherwise permitted by this Section 7, (a) each certificate for Common Stock issued upon the exercise of any Warrant, and (b) each certificate issued upon the direct or indirect transfer of any such Common Stock shall be stamped or otherwise imprinted with a legend in substantially the following form:

“The shares represented by this certificate have not been registered under the Securities Act of 1933 and may not be transferred in the absence of such registration or an exemption therefrom under such Act.”

The holder of any Restricted Securities shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing the applicable legend set forth above in this Section 7 when such securities shall have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering such Restricted Securities, (b) sold to the public pursuant to Rule 144 or any comparable rule under the Securities Act, or (c) when, in the opinion of independent counsel for the holder thereof experienced in Securities Act matters, such restrictions are no longer required in order to insure compliance with the Securities Act.

Section 8.    Transfers.

8A.    Transfers. Subject to Section 8B, this Warrant is detachable from the 2023 Note and may be transferred, in whole or in part, to one or more Persons, separate from the 2023 Note.

8B.    Requirement that Transfers Be Made Only to Accredited Investors. Notwithstanding the provisions of Section 8A, this Warrant (i) may be transferred only to one or more “accredited investors” as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and (ii) may not be transferred to any “bank holding company” or “bank” as such terms are defined in the Bank Holding Company Act of 1956, as amended. At least 10 Business Days prior to transferring this Warrant, in whole or in part, the holder shall provide written notice to the Company of the name of the proposed transferee(s).

Section 9. Representations and Warranties of the Holder. The holder of this Warrant, by the acceptance hereof, represents and warrants and agrees as follows:

(1)    Such holder is an Accredited Investor, is acquiring this Warrant and, upon exercise hereof, will acquire the shares of Common Stock (the “Warrant Securities”) for such holder’s own account and not with a view towards, or for resale in connection with, the public sale or distribution of the Warrant Securities, except pursuant to sales registered or exempted from registration under the Securities Act. The delivery of this Warrant for exercise shall constitute confirmation at such time by the holder of the representations concerning the Warrant Securities set forth in the preceding sentence, unless contemporaneous with the delivery of this Warrant for exercise, the holder notifies the Company in writing that it is not making such representation (a “Representation Notice”). If a holder delivers a Representation Notice in connection with an exercise, it shall be a condition to such holder’s exercise of this Warrant and the Company’s obligations under Section 1 in connection with such exercise, that the Company receive such other representations as the Company reasonably considers necessary to assure the Company that the issuance of its securities upon exercise of this Warrant shall not violate any United States or state securities laws, and the time periods for the Company’s compliance with its obligations under Section 1D shall be tolled until such holder provides the Company with such other representations;

(2)    Such holder understands that the Warrant Securities are “restricted securities” under the federal securities laws in as much as they are being or will be acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations neither this Warrant nor the Warrant Securities

6    

issuable upon its exercise may be resold without registration under the Securities Act or an exemption from such registration;

(3)    Such holder will not offer or sell this Warrant or any of the Warrant Securities in the absence of an effective registration statement for the Warrant or the Warrant Securities, as applicable, under the Securities Act and such state or other laws as may be applicable, or receipt by the Company of a written opinion of counsel, in form and substance reasonably acceptable to the Company, that such registration is not required; provided, however, that no such opinion shall be required in connection with (i) a transaction pursuant to Rule 144 in which the holder provides the Company with certifications reasonably requested by the Company regarding compliance with the terms and provisions of Rule 144 or (ii) a distribution of any Warrant Securities to an Affiliate of the holder, so long as such Affiliate does not pay any consideration in connection with such distribution (other than the issuance of equity securities in such Affiliate) and the holder provides the Company with certifications reasonably requested by the Company in connection therewith.

(4)    Such holder acknowledges and understands that the Warrant and each certificate for the Warrant and Warrant Securities will bear the legends set forth in Section 7 under the terms and circumstances set forth therein; and

(5)    Such holder acknowledges and understands that the holder shall not have the right to exercise this Warrant, and the Company shall have no obligation to deliver shares of Common Stock upon the exercise hereof, if any Federal Reserve Board Approval required in connection with the issuance of such shares of Common Stock to the holder is not obtained by the holder on or before the date of exercise of the Warrant.

Section 10.    Information Required By Rule 144A. The Company will, upon the request of the holder of this Warrant or of any shares of Common Stock issued upon the exercise of this Warrant, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Warrants or shares of Common Stock, except at such times as the Company is subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the Exchange Act. For the purpose of this Section 10, the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act.

Section 11.    Ownership, Transfer and Replacement of Warrants.

11A.    Ownership of Warrants. Except as otherwise required by law, the Company may treat the Person in whose name any Warrant is registered on the register kept at the principal office of the Company as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company, in its discretion, may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the Company to the contrary. Subject to Section 7, a Warrant, if properly assigned, may be exercised by a new holder without first having a new Warrant issued.

11B.    Transfer and Exchange of Warrants. Upon the surrender of any Warrant, properly endorsed, for registration of transfer or for exchange at the principal office of the Company, the Company at its expense will (subject to compliance with Section 7, if applicable, and Section 9), execute and deliver to or upon the order of the holder thereof a new Warrant or Warrants of like tenor, in the name of such holder or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

11C.    Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction of any Warrant held by a Person other than any institutional investor, upon delivery of its unsecured indemnity or, in the case

7    

of any such mutilation, upon surrender of such Warrant for cancellation at the principal office of the Company, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

Section 12.    Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective meanings:

“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise. The grantor of a revocable trust shall be deemed to control such revocable trust.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in Joliet, Illinois are authorized or required by law to close.

“Cashless Exercise” shall have the meaning specified in Section 1F.

“Common Stock” shall mean the common stock of the Company, $1.00 par value per share, or the common equity securities of any successor to the Company, including any surviving Person in a Transaction.

“Company” shall have the meaning specified in the opening paragraphs of this Warrant.

“Current Market Value” shall mean on any date specified herein, with respect to the Common Stock, (a) if the Common Stock is listed or admitted to trading on any securities exchange, the closing price, regular way, on such day on the principal exchange on which such Common Stock is traded, or if no sale takes place on such day, the average of the closing bid and asked prices on such day; (b) if the Common Stock is not then listed or admitted to trading on any securities exchange, the last reported sale price on such day, or if there is no such last reported sale price on such day, the average of the closing bid and the asked prices on such day, as reported by a reputable quotation source designated by the Company, (c) if neither clause (a) nor (b) is applicable, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service designated by the Company, or (d) if no such reported prices are available, the value of the Common Stock determined in good faith by the Board of Directors of the Company and certified in a board resolution, based, where possible, on the most recently completed arm’s length transaction between the Company and a person other than an Affiliate of the Company in which such determination is necessary.

“Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended.

“Exercise Price” shall have the meaning specified in Section 1B.

“Officer’s Certificate” shall mean a certificate signed in the name of the Company by its President, one of its Vice Presidents or its Treasurer.

“Person” shall mean and include an individual, a partnership, an association, a joint venture, a corporation, a trust, a limited liability company, an unincorporated organization and a government or any department or agency thereof.

“Required Holders” shall mean the holders of at least a majority of all the Warrants at the time outstanding, determined on the basis of the number of shares of Common Stock then purchasable upon the exercise of all Warrants then outstanding.

“Restricted Securities” shall mean (a) any Warrants bearing the applicable legend set forth in Section 7 and (b) any shares of Common Stock which have been issued upon the exercise of Warrants and which are evidenced by a certificate or certificates bearing the applicable legend set forth in such section, and (c) unless the context otherwise

8    

requires, any shares of Common Stock which are at the time issuable upon the exercise of Warrants and which, when so issued, will be evidenced by a certificate or certificates bearing the applicable legend set forth in such section.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“2023 Notes” shall have the meaning specified in the opening paragraphs of this Warrant.

“Transaction” shall have the meaning specified in Section 2C.

“Warrant” shall have the meaning specified in the opening paragraphs of this Warrant.

Section 13.    Remedies. The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

Section 14.    Notices. Any notice required or desired to be served, given or delivered hereunder shall be in writing, and shall be deemed to have been validly served, given or delivered (i) three (3) Business Days after deposit in the United States mails, with proper postage prepaid, (ii) when sent after receipt of confirmation or answerback if sent by telecopy, or other similar facsimile transmission or electronic mail, (iii) one (1) Business Day after deposited with a reputable overnight courier with all charges prepaid, or (iv) when delivered, if hand-delivered by messenger, all of which shall be properly addressed to the party to be notified and sent to the address or number indicated as follows:

(i)    if to the Company, to

First Community Financial Partners, Inc.

2801 Black Road

Joliet, Illinois 60435

Attention: Patrick J. Roe, President

Electronic Mail: proe@fcbankgroup.com

Telecopy: (815) 725-0575

Confirmation: (708) 675-1131

With a copy to:

Schiff Hardin LLP

233 South Wacker Drive, Suite 6600

Chicago, Illinois 60606

Attention: Jason Zgliniec

Electronic Mail: jzgliniec@schiffhardin.com

Telecopy: (312) 258-5700

Confirmation: (312) 258-5795

(ii) if to any holder of any Warrant or any holder of any Common Stock, at the registered address of such holder as set forth in the applicable register kept at the principal office of the Company;

provided that the exercise of any Warrant shall be effected in the manner provided in Section 1.

9    

Section 15.    Miscellaneous.

(a)    This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

(b)    The agreements of the Company contained in this Warrant other than those applicable solely to the Warrants and the holders thereof shall inure to the benefit of and be enforceable by any holder or holders at the time of any Common Stock issued upon the exercise of Warrants, whether so expressed or not, and shall survive the exercise of this Warrant.

(c)    THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS WARRANT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).

(d)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS WARRANT MAY BE BROUGHT IN STATE OR FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS, AND BY EXECUTION AND DELIVERY OF THIS WARRANT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN SECTION 14, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A WARRANT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(e)    The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof.

[Remainder of this page intentionally left blank]

10    

IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the day and year first above written.

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

By: _____________________________________________

Name: Patrick J. Roe

Title:     President

FORM OF SUBSCRIPTION
(To be executed only upon exercise of Warrant)

To: First Community Financial Partners, Inc.:

The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder TWO HUNDRED FIFTY (250) shares of Common Stock of First Community Financial Partners, Inc., [and herewith makes payment of $_______________ in cash therefor]/[surrenders $___________ in principal amount of the 2023 Note]/[in a Cashless Exercise pursuant to Section 1F of the within Warrant], and requests that the certificates for such shares be issued in the name of, and delivered to _________________________ whose address is _________________________.

Dated:

(Signature must conform in all respects to name of holder as specified on the face of this Warrant)

(Street Address)

(City)    (State)    (Zip Code)

11    

FORM OF ASSIGNMENT

(To be executed only upon transfer of Warrant)

For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto _________________________ the right represented by such Warrant to purchase TWO HUNDRED FIFTY (250) shares of Common Stock of First Community Financial Partners, Inc., to which such Warrant relates, and appoints _________________________ its Attorney to make such transfer on the books of First Community Financial Partners, Inc., maintained for such purpose, with full power of substitution in the premises.

Dated:

(Signature must conform in all respects to name of holder as specified on the face of this Warrant)

(Street Address)

(City)    (State)    (Zip Code)

Signed in the presence of:

EX-10.1

FIRST COMMUNITY FINANCIAL

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is made and entered into as of the Effective Date, by and among FIRST COMMUNITY FINANCIAL PARTNERS, INC., FIRST COMMUNITY FINANCIAL BANK, and ROY C. THYGESEN. As used in this Agreement, capitalized terms have the meanings set forth in Section 21.

RECITALS

A.Executive has been employed by the Prior Employer pursuant to the Prior Employment Agreement.

B.The Prior Employer has been a subsidiary of the Company.

C.The Company will consolidate its subsidiary banks, including the Prior Employer, into one wholly-owned institution (which will be the Bank) via simultaneous mergers (the “Bank Consolidation”).

D.Following the Bank Consolidation, the Employer desires to employ Executive pursuant to the terms of this Agreement and Executive desires to be employed by the Employer pursuant to such terms.

E.The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment with the Employer, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed, and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement and Executive’s employment with the Employer.

F.The Parties desire to enter into this Agreement as of the Effective Date and, to the extent provided herein, to have this Agreement supersede all prior employment agreements between the Parties, whether or not in writing, including the Prior Employment Agreement, and to have any such prior employment agreements become null and void as of the Effective Date, in each case contingent upon the consummation of the Bank Consolidation.

AGREEMENT

In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree as follows:

1.Employment Period. The Employer shall employ Executive during the Employment Period and Executive shall remain in the employ of the Employer and provide services

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement

to the Employer during the Employment Period in accordance with the terms of this Agreement. The “Employment Period” shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date, unless sooner terminated as provided herein, provided that the Employment Period shall be extended automatically for one additional year beginning on the first anniversary of the Effective Date and on each anniversary thereafter unless either Party notifies the other Party, by written notice delivered no later than 90 days prior to such anniversary, that the Employment Period shall not be extended. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs during the Employment Period, this Agreement shall remain in effect for the two-year period immediately following the Change in Control and shall then terminate.

2.Duties. During the Employment Period, Executive shall devote Executive’s full business time, energy, and talent to serving as the Chief Executive Officer of the Bank, subject to the direction of the Bank Board, and the Chief Executive Officer of the Company, subject to the direction of the Company Board. Executive shall have the duties that are commensurate with Executive’s position(s) and any other duties that may be assigned to Executive by the Bank Board and the Company Board, and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. During the Employment Period, Executive shall be nominated to serve as a member of the Bank Board and the Company Board, subject to the election of the applicable shareholders. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the extent such activities do not, in the judgment of the Independent Company Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Employer or any Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Independent Company Board.

3.Compensation and Benefits. During the Employment Period, while Executive is employed by the Employer, the Bank shall compensate Executive for Executive’s services as follows:

(a)Base Salary. Executive shall be paid a base salary at an annual rate of $272,950 (the “Annual Base Salary”), which shall be payable in accordance with the normal payroll practices of the Bank then in effect. Each year during the Employment Period, Executive’s Annual Base Salary shall be reviewed by the Compensation Committee for possible increase, but not decrease, with any such increase to be effective as of January 1 of the year of such adjustment; provided, however, that the first such review shall occur within 180 days following the Effective Date.

(b)Annual Bonus. Executive shall be eligible to receive performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Bank for each fiscal year ending during the Employment Period. Incentive Bonuses shall be established and determined in

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    2

accordance with the Bank’s annual cash incentive plan, as may be in effect from time to time, or otherwise as determined by the Compensation Committee. Any Incentive Bonus shall be paid to Executive no later than two and one-half months after the close of the year in which it is earned, provided that any Incentive Bonus shall not be considered earned until the Compensation Committee has made all determinations and taken all actions necessary to establish such Incentive Bonus.

(c)Benefit Plans. Executive shall be eligible to participate, subject to the terms thereof, in all incentive plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives. During the Employment Period, Executive and Executive’s dependents, as the case may be, shall be eligible to participate, subject to the terms thereof, in all pension and similar benefit plans and all medical, dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives.

(d)Vacation. Executive shall be entitled to accrue paid vacation in accordance with and subject to the Bank’s vacation programs and policies as may be in effect from time to time, provided that the minimum number of paid vacation days Executive shall accrue per calendar year is 25 days.

(e)Business Reimbursements. Executive shall be eligible to be reimbursed by the Bank, on terms that are substantially similar to those that apply to other similarly situated and performing executives employed by the Bank, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging, and similar items that are consistent with the Bank’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the Bank’s business.

(f)Automobile. The Bank shall provide Executive with an automobile for Executive’s use similar to or higher in class than the employer-provided automobile enjoyed by Executive as of the Effective Date. The Bank shall also pay to Executive on a monthly basis the sum of $500 as an automobile allowance, in accordance with the normal payroll practices of the Bank then in effect. Executive shall be responsible for all expenses for fuel, maintenance, repairs, insurance, and other costs relating to Executive’s automobile.

(g)Life Insurance. The Bank shall pay to Executive on a monthly basis the sum of $900 as reimbursement for life insurance premiums paid by Executive, in accordance with the normal payroll practices of the Bank then in effect.

(h)Personal Expense Allowance. The Bank shall pay to Executive on a monthly basis the sum of $1,700 as a non-accountable personal expense allowance, in accordance with the normal payroll practices of the Bank then in effect.

4.Rights upon Termination. This Agreement and Executive’s employment under this Agreement may be terminated for any of the reasons described in this Section 4. Executive’s

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    3

right to benefits, if any, for periods after the Termination Date shall be determined in accordance with this Section 4:

(a)Minimum Benefits. If the Termination Date occurs during the Employment Period for any reason, Executive shall be entitled to the Minimum Benefits, in addition to any other benefits to which Executive may be entitled under the following provisions of this Section 4 or the express terms of any employee benefit plan or as required by law. Any benefits to be provided to Executive pursuant to this Section 4(a) shall be provided within 30 days after the Termination Date; provided, however, that any benefits, incentives or awards payable as described in Section 4(i) shall be provided in accordance with the terms of the applicable plan, program, or arrangement. Except as may expressly be provided to the contrary in this Agreement, nothing in this Agreement shall be construed as requiring Executive to be treated as employed by the Employer or an Affiliate following the Termination Date for purposes of any plan, program, or arrangement.

(b)Termination for Cause, Voluntary Resignation, or Non-Renewal. If the Termination Date occurs during the Employment Period and is a result of a Termination for Cause or a termination by Executive other than for Good Reason, or if this Agreement expires due to notice of non-renewal by either Party as provided under Section 1 or at the end of a Covered Period, then, other than the Minimum Benefits, Executive shall have no right to benefits under this Agreement (and the Employer and the Affiliates shall have no obligation to provide any such benefits) for periods after the Termination Date.

(c)Termination other than for Cause or Termination for Good Reason. If Executive’s employment is subject to a Termination other than during a Covered Period, then, in addition to the Minimum Benefits, the Bank shall provide Executive the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in 24 substantially equal semi-monthly installments, with each successive payment being due on the semi-monthly anniversary of the Termination Date.

(ii)To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date.

(iii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e).

(d)Termination upon a Change in Control. If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Bank shall provide Executive the following benefits:

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    4

(i)On the 45th day following the Termination Date, the Bank shall pay Executive a lump sum payment in an amount equal to the Severance Amount.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(e)Medical and Dental Benefits. If Executive’s employment is subject to a Termination, to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Bank (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Bank shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination for a period of 12 months immediately following the Termination, such that Executive shall be required to pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Employer during such period (with such monthly amount payable by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Bank and the Affiliates shall not exceed the cost for continued COBRA coverage under the Bank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Bank (or Affiliate) plan benefits, the Bank’s and the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

(f)Termination Due to Executive’s Death. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s death, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)The Bank shall pay to Executive’s heirs, estate, or personal representative, as may be applicable, a lump sum amount equal to 50% of Executive’s Annual Base Salary as of the time of Executive’s death, within 90 days following Executive’s death.

(ii)Executive’s dependents, as may be applicable, shall be entitled to the benefits provided in Section 4(e), provided that such benefits shall be paid for by the Bank, such that Executive’s dependents shall not be required to pay the same amount as Executive would pay if Executive continued in employment with the Employer during the 12-month period described in Section 4(e).

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    5

(g)Termination Due to Executive’s Disability. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s Disability, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, the Bank shall pay to Executive a lump sum amount equal to 100% of Executive’s Annual Base Salary as of such Termination Date.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(iii)During the 12 months immediately following the Termination Date, Executive and Executive’s dependents, as may be applicable, shall continue to be eligible to participate, subject to the terms thereof, in all disability and life insurance plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as immediately prior to the Termination Date.

(h)Golden Parachute Payment Adjustment.

(i)If the value of any payment or other benefit Executive would receive in connection with a Change in Control (the “Benefit”) would (A) constitute a “parachute payment” within the meaning of Code Section 280G, and (B) but for this sentence, be subject to the Excise Tax, then the Benefit shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (1) the largest portion of the Benefit that would result in no portion of the Benefit being subject to the Excise Tax or (2) the largest portion, up to and including the total, of the Benefit, whichever amount, after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Benefit notwithstanding that all or some portion of the Benefit may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Benefit equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to the Bank’s approval if made on or after the date on which the event that triggers the Benefit occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of Executive’s stock awards unless Executive elects in writing a different order for cancellation.

(ii)The accounting firm engaged by the Bank for general audit purposes as of the day prior to the effective date of the Change in Control shall perform any calculations necessary in connection with this Section 4(h). If the accounting firm so engaged by the Bank is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Bank shall appoint a nationally recognized accounting firm to make

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    6

the determinations required hereunder. The Bank shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

(iii)The accounting firm engaged to make the determinations under this Section 4(h) shall provide its calculations, together with detailed supporting documentation, to the Parties within 15 calendar days after the date on which Executive’s right to a Benefit is triggered (if requested at that time by Executive or the Bank) or such other time as requested by Executive or the Bank. If the accounting firm determines that no Excise Tax is payable with respect to a Benefit, it shall furnish the Parties with an opinion reasonably acceptable to the Bank that no Excise Tax will be imposed with respect to such Benefit. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Parties, except as set forth below.

(iv)If, notwithstanding any reduction described in this Section 4(h), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Executive shall be obligated to pay back to the Bank, within 30 days after a final IRS determination, or, in the event Executive challenges the final IRS determination, within 30 days after a final judicial determination, a portion of the payment equal to the Repayment Amount. The “Repayment Amount” with respect to the payment of benefits shall be the smallest amount, if any, required to be paid to the Bank so that Executive’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be $0 if a Repayment Amount of more than $0 would not result in Executive’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 4(h), Executive shall pay the Excise Tax.

(v)Notwithstanding any other provision of this Section 4(h), if (A) there is a reduction in the payment of benefits as described in this Section 4(h), (B) the IRS later determines that Executive is liable for the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated as if Executive’s benefits had not previously been reduced), and (C) Executive pays the Excise Tax, then the Bank shall pay to Executive those benefits that were reduced pursuant to Section 4(h) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of benefits is maximized.

(i)Other Benefits.

(i)Executive’s rights following a termination of employment with the Employer and the Affiliates for any reason with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Bank or the Affiliates, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    7

arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein.

(ii)Except as specifically provided herein, the Bank and the Affiliates shall have no further obligations to Executive under this Agreement following Executive’s termination of employment for any reason.

(j)Removal from any Boards and Positions. Upon Executive’s termination of employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member, from the Bank Board and the Company Board and the board of directors of any Affiliate and any other board to which Executive has been appointed or nominated by or on behalf of the Employer or an Affiliate, (ii) from each position with the Employer and the Affiliates, including as an officer of the Employer or the Affiliates, and (iii) as a fiduciary of any employee benefit plan of the Employer or the Affiliates.

(k)Regulatory Suspension and Termination.

(i)If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings, provided that if the charges in such notice are dismissed, the Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A.

(ii)If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iii)If the Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Employer under this Agreement shall terminate as of the date of default, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iv)All obligations of the Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA, or when the Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(k) shall not affect any vested rights of the Parties.

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    8

(v)Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

(l)Clawback. Notwithstanding any provision of this Agreement to the contrary, if any Severance Restrictions require the recapture or “clawback” of any Severance Amount paid to Executive under this Agreement, Executive shall repay to the Bank the aggregate amount of any such payments, with such repayment to occur no later than 30 days following Executive’s receipt of a written notice from the Bank indicating that payments received by Executive under this Agreement are subject to recapture or clawback pursuant to the Severance Restrictions.

(m)TARP. Notwithstanding any provision of this Agreement to the contrary, if the Bank is, as a result of its or any Affiliate’s participation in TARP, prohibited from paying or providing to Executive any of the benefits described herein, Executive shall have no further right to receive, and shall forever waive and discharge any claim against the Employer or any respective directors, officers, employees, and agents with respect to, any such benefits, and Executive shall not be entitled to any other compensation or benefit in lieu thereof. Further, to the extent Executive is or becomes subject to the “claw-back” provisions of Section 111(b)(3)(B) of the EESA as a result of the Bank’s or any Affiliate’s participation in TARP, Executive shall repay to the Bank, within 15 business days of notification in writing that such amounts are required to be repaid pursuant to such claw-back provisions, any amounts of incentive compensation paid to Executive if it is later determined that such payments were based on materially inaccurate financial statements or performance metrics, or such claw-back is otherwise required by the Treasury pursuant to its authority under TARP. If the Bank notifies Executive in writing that benefits received by Executive hereunder are in violation of the EESA, Executive shall repay the aggregate amount of such payments to the Bank no later than 15 business days following Executive’s receipt of such notice. If Executive does not repay any such amounts within such 15-day periods, Executive shall be liable for any costs incurred by the Bank, including reasonable legal fees, in pursuing repayment of any such amounts.

5.Release. Notwithstanding any provision of this Agreement to the contrary, no benefits owed to Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) under Section 4(c), 4(d), 4(e), 4(f),or 4(g) (other than the Minimum Benefits) shall be provided to Executive unless Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) executes (without subsequent revocation) and delivers to the Bank a Release within 21 days (or such longer period to the extent required by applicable law) following the Termination Date.

6.Restrictive Covenants. Executive acknowledges that Executive has been and will continue to be provided intimate knowledge of the business practices, trade secrets, and other confidential and proprietary information of the Employer and the Affiliates (including the Confidential Information), which, if exploited by Executive, would seriously, adversely, and irreparably affect the interests of the Employer and the Affiliates and the ability of each to continue its business.

(a)Confidential Information. Executive acknowledges that, during the course of Executive’s employment with the Employer, Executive may produce and have access to

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    9

Confidential Information. Executive shall not directly or indirectly use, disclose, copy, or make lists of Confidential Information for the benefit of anyone other than the Employer, either during or after Executive’s employment with the Employer, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by law, or otherwise as reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties hereunder. If Executive receives a subpoena or other court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Employer or the Affiliates, or Executive’s activities in connection with the business of the Employer or the Affiliates, Executive shall immediately notify the Employer of such subpoena, court order, or other requirement and deliver forthwith to the Employer a copy thereof and any attachments and non-privileged correspondence related thereto. Executive shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. Executive shall abide by the Employer’s and the Affiliates’ policies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and the Affiliates; in this regard, Executive shall not directly or indirectly render services to any person or entity where Executive’s service would involve the use or disclosure of Confidential Information. Executive shall not use any Confidential Information to guide Executive in searching publications or other publicly available information, selecting a series of items of knowledge from unconnected sources, and fitting them together to claim that Executive did not violate any terms set forth in this Agreement.

(b)Documents and Property.

(iii)All records, files, documents, and other materials or copies thereof relating to the business of the Employer or the Affiliates that Executive prepares, receives, or uses shall be and remain the sole property of the Employer and, other than in connection with the performance by Executive of Executive’s duties hereunder, shall not be removed from the premises of the Employer or the Affiliates without the Employer’s prior written consent, and shall be immediately returned to the Employer upon Executive’s termination of employment for any reason, together with all copies (including copies or recordings in electronic form), abstracts, notes, or reproductions of any kind made from or about the records, files, documents, or other materials. Executive shall disclose to the Employer all computer and internet user identifications and passwords used by Executive in the course of Executive’s performance of Executive’s duties hereunder or necessary for accessing information on the Employer’s or the Affiliates’ computer systems upon Executive’s termination of employment for any reason.

(iv)Executive acknowledges that Executive’s access to and permission to use the Employer’s computer systems, networks, and equipment, and all Employer and Affiliate information contained therein, is restricted to legitimate business purposes on behalf of the Employer. Any other access to or use of such systems, network, equipment, and information is without authorization and is prohibited. The restrictions contained in this Section 6(b) extend to any personal computers or other electronic devices of Executive that are used for business purposes relating to the Employer and the Affiliates (including smart phones, PDAs, digital tablets, or other portable electronic devices). Executive shall not

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    10

transfer any Employer or Affiliate information to any personal computer or other electronic device that is not otherwise used for any business purpose relating to the Employer or an Affiliate. Upon the termination of Executive’s employment with the Employer for any reason, Executive’s authorization to access and permission to use the Employer’s and the Affiliates’ computer systems, networks, and equipment, and any Employer and Affiliate information contained therein, shall cease.

(c)Non-Solicitation. As an essential ingredient of and in consideration of this Agreement, the Bank’s agreement to pay the compensation described herein, and Executive’s employment with the Employer, Executive shall not, during Executive’s employment or during the Restricted Period, whether the termination of Executive’s employment occurs during the Employment Period or thereafter, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):

(i)(A) Induce or attempt to induce any employee of the Employer or an Affiliate to leave the employ of the Employer or an Affiliate; (B) in any way interfere with the relationship between the Employer or an Affiliate and any employee of the Employer or an Affiliate; or (C) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Employer or an Affiliate to cease doing business with the Employer or an Affiliate or in any way interfere with the relationship between the Employer or an Affiliate and their respective customers, suppliers, licensees, or other business relations.

(ii)Solicit the business of any person or entity known to Executive to be a customer of the Employer or an Affiliate, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with, or had made Substantial Business Efforts with respect to, such person or entity, with respect to products, activities, or services that compete in whole or in part with the products, activities, or services of the Employer or an Affiliate.

Notwithstanding any provision of this Agreement to the contrary, in the event Executive’s employment is subject to a Termination and the Bank, as a result of its or any Affiliate’s participation in TARP, is prohibited from providing to Executive all benefits under Section 4(c), 4(d), and 4(e), the Restrictive Covenant shall not apply.

(d)Works Made for Hire Provisions. The Parties acknowledge that all work performed by Executive for the Employer or an Affiliate shall be deemed a work made for hire. The Employer shall at all times own and have exclusive right, title, and interest in and to all Confidential Information and Inventions, and the Employer shall retain the exclusive right to license, sell, transfer, and otherwise use and dispose of the same. All enhancements of the technology of the Employer or an Affiliate that are developed by Executive shall be the exclusive property of the Employer. Executive hereby assigns to the Employer any right, title, and interest in and to all Inventions that Executive may have, by law or equity, without additional consideration of any kind whatsoever from the Employer or an Affiliate. Executive shall execute and deliver any instruments or documents and do all other things (including the giving of testimony) requested by the Employer (both during and after the termination of Executive’s employment with the Employer) in order to vest more fully in the Employer or an Affiliate all ownership rights in the Inventions (including

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    11

obtaining patent, copyright, or trademark protection therefore). To the extent required by applicable state statute, this Section 6(d) shall not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Employer or an Affiliate was used and that was developed entirely on Executive’s own time, unless the Invention (i) relates to the business of the Employer or an Affiliate or to the Employer’s or an Affiliate’s actual or demonstrably anticipated research or development or (ii) results from any work performed by Executive for the Employer or an Affiliate.

(e)Remedies for Breach of Restrictive Covenants. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges that the covenants contained in this Section 6 are reasonable with respect to their duration, geographical area, and scope. Executive further acknowledges that the restrictions contained in this Section 6 are reasonable and necessary for the protection of the legitimate business interests of the Employer and the Affiliates, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Employer and the Affiliates and such interests, and that such restrictions were a material inducement to the Employer to enter into this Agreement. In the event of any violation or threatened violation of the restrictions contained in this Section 6, the Employer and the Affiliates, in addition to and not in limitation of, any other rights, remedies, or damages available under this Agreement or otherwise at law or in equity, (i) shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive, as the case may be, without any requirement that the Employer or an Affiliate post bond and (ii) shall be relieved of any obligation to pay or provide any amounts or benefits pursuant to this Agreement. If Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant; accordingly, the Restrictive Covenant shall be deemed to have the duration specified herein computed from the date the relief is granted but reduced by the time between the period when the Restricted Period began to run and the date of the first violation of the Restrictive Covenant by Executive.

(f)Other Agreements. In the event of the existence of another agreement between the Parties that (i) is in effect during the Restricted Period, and (ii) contains restrictive covenants that conflict with any of the provisions of this Section 6, then the more restrictive of such provisions from the two agreements shall control for the period during which both agreements would otherwise be in effect.

7.No Set-Off; No Mitigation. Except as provided herein, the Employer’s obligation to provide benefits under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including any set-off, counterclaim, recoupment, defense, or other right the Employer may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    12

8.Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Employer, First Community Financial Partners, Inc.; Attention: Chairman of the Board of Directors; 2801 Black Road; Joliet, Illinois 60435; and if to Executive, to Executive’s most recent address in the Employer’s records; or, in each respective case, to such other address as either Party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt.

9.Indemnification.

(a)Insurance. The Bank shall provide Executive (including Executive’s heirs, personal representatives, executors, and administrators) during the Employment Period with coverage under a directors’ and officers’ liability insurance policy at its expense.

(b)Hold Harmless. In addition to the insurance coverage provided for in this Section 9, the Employer shall hold harmless and indemnify Executive (and Executive’s heirs, personal representatives, executors, and administrators) to the fullest extent permitted under applicable law, but also subject to the limits of applicable law, against all expenses and liabilities reasonably incurred by Executive in connection with or arising out of any action, suit, or proceeding in which Executive may be involved by reason of having been an officer of the Employer (whether or not Executive continues to be an officer at the time of incurring such expenses or liabilities), with such expenses and liabilities to include judgments, court costs, and attorneys’ fees and the cost of reasonable settlements.

(c)Advancement of Expenses. If Executive becomes a party, or is threatened to be made a party, to any action, suit, or proceeding for which the Employer has agreed to provide insurance coverage or indemnification under this Section 9, the Bank shall, to the full extent permitted under applicable law, advance all expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement, or appeal of any threatened, pending, or completed action, suit, or proceeding, subject to receipt by the Bank of a written undertaking from Executive: (i) to reimburse the Bank for all Expenses actually paid by the Bank to or on behalf of Executive if it shall be ultimately determined that Executive is not entitled to indemnification by the Bank for such Expenses; and (ii) to assign to the Bank all rights of Executive to indemnification, under any policy of directors’ and officers’ liability insurance or otherwise, to the extent of the amount of Expenses actually paid by the Bank to or on behalf of Executive.

10.Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Illinois applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction.

11.Mandatory Arbitration. Except as provided in Section 6(e), if any dispute or controversy arises under or in connection with this Agreement, and such dispute or controversy cannot be settled through negotiation, the Parties shall first try in good faith to settle the dispute or controversy by mediation administered by the American Arbitration Association under its

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    13

Commercial Mediation Procedures. If such mediation is not successful, the dispute or controversy shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The FDIC may appear at any arbitration hearing but any decision made thereunder shall not be binding on the FDIC.

12.Equitable Relief. Notwithstanding Section 11, either Party may file a request with a court of competent jurisdiction for equitable relief, including injunctive relief, pending resolution of any claim through the arbitration procedure set forth herein; provided, however, that in such cases, the trial on the merits of the claims shall occur in front of, and shall be decided by, the arbitrator, who shall have the same ability to order legal or equitable remedies as could a court of general jurisdiction.

13.Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral, including the Prior Employment Agreement, which is hereby terminated in its entirety. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect. The various covenants and provisions of this Agreement are intended to be severable and to constitute independent and distinct binding obligations. Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent permitted by law, and such scope may be judicially modified accordingly.

14.Withholding of Taxes. The Employer may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as may be required pursuant to any law, governmental regulation, or ruling.

15.No Assignment. Executive’s right to receive benefits under this Agreement shall not be assignable or transferable whether by pledge, creation of a security interest, or otherwise, other than a transfer by will or by the laws of descent or distribution. In the event of any attempted assignment or transfer contrary to this Section 15, the Employer and the Affiliates shall have no liability to pay any amount so attempted to be assigned or transferred. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

16.Successors. This Agreement shall be binding upon and inure to the benefit of the Employer, its successors, and assigns.

17.Legal Fees. In the event that either Party commences mediation, arbitration, litigation, or any similar action to enforce or protect such Party’s rights in accordance with and under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and other costs (including the costs of experts, evidence, and counsel) relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    14

18.Amendment. This Agreement may not be amended or modified except by written agreement signed by the Parties.

19.Code Section 409A.

(a)To the extent any provision of this Agreement or action by the Employer would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Employer. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Employer to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.

(b)Notwithstanding any provision of this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein.

20.Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Bank; (e) the words “include,” “includes,” and “including” (and the like) mean

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    15

“include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

21.Definitions. As used in this Agreement, the terms defined in this Section 21 have the meanings set forth below.

(a)“1934 Act” means the Securities Exchange Act of 1934.

(b)“Affiliate” means each Business Entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company or the Bank, where “control” means (i) the ownership of more than 50% of the Voting Securities or other voting or equity interests of any Business Entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Business Entity.

(c)“Agreement” means this employment agreement, made and entered into as of the Effective Date, by and between the Parties.

(d)“Annual Base Salary” has the meaning set forth in Section 3(a).

(e)“Average Incentive Bonus” means the average of Incentive Bonuses determined for the immediately preceding three completed fiscal-year performance periods of the Bank; provided, however, that if an Incentive Bonus has not yet been determined for a previously completed fiscal year performance period as of the Termination Date, then Target Bonus shall be used with respect to such fiscal year for purposes of calculating the Average Incentive Bonus. For purposes of calculating the Average Incentive Bonus, fiscal years for which no bonus was determined to have been earned shall be included in the calculation of the three-year average.

(f)“Bank” means First Community Financial Bank.

(g)“Bank Board” means the Board of Directors of the Bank.

(h)“Bank Consolidation” has the meaning set forth in the Recitals.

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    16

(i)“Base Compensation” means the amount equal to the sum of (i) the greater of Executive’s then-current Annual Base Salary or Executive’s Annual Base Salary as of the date one day prior to the Change in Control, and (ii) the Average Incentive Bonus.

(j)“Benefit” has the meaning set forth in Section 4(h)(i).

(k)“Business Entity” means any corporation, partnership, limited liability company, joint venture, association, partnership, business trust, or other business entity.

(l)“Change in Control” means the first to occur of the following:

(i)The consummation of the acquisition by any “person” (as such term is defined in Section 13(d) or 14(d) of the 1934 Act) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 50% of the combined voting power of the then outstanding Voting Securities of the Company;

(ii)During any 12-month period, the individuals who, as of the Effective Date, are members of the Company Board cease for any reason to constitute a majority of the Company Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of a majority of the Company Board, in which case such new director shall, for purposes of this Agreement, be considered as a member of the Company Board; or

(iii)The consummation by the Company of: (A) a merger or consolidation if the Company’s shareholders immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation; or (B) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, the Company.

Notwithstanding any provision of this definition to the contrary, a Change in Control shall not be deemed to have occurred solely because more than 50% of the combined voting power of the then outstanding securities of the Company are acquired by (A) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or an Affiliate or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the Company’s shareholders in the same proportion as their ownership of stock immediately prior to such acquisition.

Further notwithstanding any provision of this definition to the contrary, in the event that any amount or benefit under this Agreement constitutes deferred compensation under Code Section 409A and the settlement of or distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” under Code Section 409A.

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    17

(m)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

(n)“Code” means the Internal Revenue Code of 1986.

(o)“Company” means First Community Financial Partners, Inc.

(p)“Company Board” means the Board of Directors of the Company.

(q)“Compensation Committee” means the Compensation Committee of the Company Board.

(r)“Confidential Information” means confidential or proprietary non-public information concerning the Employer or the Affiliates, including research, development, designs, formulae, processes, specifications, technologies, marketing materials, financial and other information concerning customers and prospective customers, customer lists, records, data, computer programs, source codes, object codes, database structures, trade secrets, proprietary business information, pricing and profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation, and other information not generally available to the public.

(s)“Covered Period” means the period beginning six months prior to a Change in Control and ending on the date that is 24 months after the Change in Control.

(t)“Disability” means that (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Bank.

(u)“EESA” means the Emergency Economic Stabilization Act of 2008.

(v)“Effective Date” means the date of consummation of the Bank Consolidation.

(w)“Employer” means the Company and the Bank.

(x)“Employment Period” has the meaning set forth in Section 1.

(y)“Excise Tax” means the excise tax imposed under Code Section 4999.

(z)“Executive” means Roy C. Thygesen.

(aa)“Expenses” has the meaning set forth in Section 9(c).

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    18

(bb)“FDIA” means the Federal Deposit Insurance Act.

(cc)“FDIC” means the Federal Deposit Insurance Corporation.

(dd)“Good Reason” means the occurrence of any one of the following events, unless Executive agrees in writing that such event shall not constitute Good Reason:

(i)A material and adverse change in the nature, scope, or status of Executive’s position, authorities, or duties from those in effect in accordance with Section 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(ii)A material reduction in Executive’s Annual Base Salary or target Incentive Bonus opportunity, or a material reduction in Executive’s aggregate benefits or other compensation plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(iii)A relocation of Executive’s primary place of employment of more than 25 miles from Executive’s primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than prior to the Covered Period;

(iv)Removal of Executive from, or failure to elect Executive to, the Bank Board or the Company Board;

(v)The failure by an acquirer to assume this Agreement at the time of a Change in Control; or

(vi)A material breach by the Employer of this Agreement.

Notwithstanding any provision of this definition to the contrary, (A) prior to Executive’s Termination for Good Reason, Executive must give the Employer written notice of the existence of any condition set forth in a clause immediately above within 90 days of its initial existence and the Employer shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Employer cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason.

(ee)“Incentive Bonus” has the meaning set forth in Section 3(b).

(ff)“Independent Company Board” means the members of the Company Board other than Executive.

(gg)“Inventions” means all systems, procedures, techniques, manuals, databases, plans, lists, inventions, trade secrets, copyrights, patents, trademarks, discoveries, innovations, concepts, ideas, and software conceived, compiled, or developed by Executive in the

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    19

course of Executive’s employment with the Employer and/or comprised, in whole or part, of Confidential Information. Notwithstanding the foregoing sentence, Inventions shall not include: (i) any inventions independently developed by Executive and not derived, in whole or part, from any Confidential Information or (ii) any invention made by Executive prior to Executive’s exposure to any Confidential Information.

(hh)“IRS” means the United States Internal Revenue Service.

(ii)“Minimum Benefits” means, as applicable, the following:

(i)Executive’s earned but unpaid Annual Base Salary for the period ending on the Termination Date;

(ii)Executive’s earned but unpaid Incentive Bonus, if any, for any completed fiscal year preceding the Termination Date; provided, however, that Executive shall not be entitled to any Incentive Bonus in the event of a Termination for Cause;

(iii)Executive’s accrued but unpaid vacation pay for the period ending on the Termination Date;

(iv)Executive’s unreimbursed business expenses through and including the Termination Date, provided that all required submissions for expense reimbursement are made in accordance with the Bank’s expense reimbursement policy and within 15 days following the Termination Date; and

(v)The benefits, incentives, and awards described in Section 4(i)(i).

(jj)“Parties” means the Employer and Executive.

(kk)“Prior Employer” means Burr Ridge Bank and Trust.

(ll)“Prior Employment Agreement” means that certain employment agreement, made and entered into as of April 13, 2009, between the Prior Employer and Executive.

(mm)“Reduced Amount” has the meaning set forth in Section 4(h)(i).

(nn)“Release” means a general release and waiver substantially in the form attached as Exhibit A.

(oo)“Repayment Amount” has the meaning set forth in Section 4(h)(i).

(pp)“Restricted Period” means a period of 12 months immediately following the termination of Executive’s employment for any reason, whether such termination occurs during the Employment Period or thereafter.

(qq)“Restrictive Covenant” has the meaning set forth in Section 6(c).

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    20

(rr)“Severance Amount” means an amount equal to 100% of Executive’s Base Compensation as of the respective Termination.

(ss)“Severance Restrictions” means any applicable statute, law, regulation, or regulatory interpretation or other guidance, including FIL-66-2010 and any related FDIC guidance, that would require the Employer or any Affiliate to seek or demand repayment or return of any payments made to Executive for any reason, including the Employer, an Affiliate or their successors later obtaining information indicating that Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. 359.4(a)(4).

(tt)“Specified Employee” means any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee, Executive shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of the identification period. For purposes of determining whether Executive is a key employee, “compensation” means Executive’s W-2 compensation as reported by the Bank for a particular calendar year.

(uu)“Substantial Business Efforts” means marketing, promotional, purchasing, sales, or solicitation activities undertaken on behalf of the Employer or an Affiliate, which include (i) in person and voice communications and (ii) either or both of (A) delivery of a quote, bid, proposal, or request for any of the foregoing or (B) visits to the site of the actual or potential business development and other similar meetings or visits (conducted alone or with other employees of the Employer or an Affiliate), where such activities would enjoy a reasonable prospect of success in the absence of any breach of this Agreement.

(vv)“Target Bonus” means Executive’s target Incentive Bonus for the applicable fiscal year performance period, if one is used, and if not, the Target Bonus shall be determined based upon the mid-point between the maximum Incentive Bonus and the threshold Incentive Bonus for the applicable fiscal year performance period, with the threshold bonus based upon the first level of performance for which some amount of Incentive Bonus would be payable.

(ww)“TARP” means the Treasury’s Troubled Asset Relief Program/Capital Purchase Program.

(xx)“Termination” means a termination of Executive’s employment with the Employer and all Affiliates during the Employment Period either:

(i)By the Employer, other than (A) a Termination for Cause or (B) a termination as a result of Executive’s death or Disability; or

(ii)By Executive for Good Reason.

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    21

(yy)“Termination Date” means the date of termination (whether or not such termination constitutes a Termination) of Executive’s employment with the Employer and all Affiliates.

(zz)“Termination for Cause” means a termination of Executive’s employment by the Employer as a result of any of the following (in each case as determined by the Independent Company Board):

(i)Executive’s willful and continuing failure to perform Executive’s obligations hereunder, which failure is not remedied within five business days after receipt of written notice of such failure from the Employer;

(ii)Executive’s conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or any state thereof;

(iii)Executive’s breach of fiduciary responsibility;

(iv)An act of dishonesty by Executive that has a material adverse effect on the Employer or an Affiliate;

(v)Executive’s engagement in one or more unsafe or unsound banking practices that have a material adverse effect on the Employer or an Affiliate;

(vi)Executive’s removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law;

(vii)A material breach by Executive of this Agreement;

(viii)An act or omission by Executive that has a material adverse effect on the Employer or an Affiliate in the community; or

(ix)A material breach of Employer policies as may be in effect from time to time.

Further, a Termination for Cause shall be deemed to have occurred if, after the termination of Executive’s employment with the Employer and any Affiliate, facts and circumstances arising during the course of such employment are discovered that would have warranted a Termination for Cause.

Further, with respect to clauses (i), (iii), (iv), (vii), (viii), and (ix) of this definition, Executive shall be entitled to at least 30 days’ prior written notice of the Employer’s intention to terminate Executive’s employment in a Termination for Cause, which notice shall specify the grounds for the Termination for Cause; and Executive shall be provided a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for the Termination for Cause, and a reasonable opportunity to present to the Independent Company Board Executive’s position regarding any dispute relating to the existence of any grounds for Termination for Cause.

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    22

Further, all rights Executive has or may have under this Agreement shall be suspended automatically during the pendency of any investigation by the Independent Company Board or its designee or during any negotiations between the Independent Company Board or its designee and Executive regarding any actual or alleged act or omission by Executive of the type that would warrant a Termination for Cause and such suspension shall not give rise to a claim of Good Reason by Executive.

([[)“Treasury” means the United States Department of the Treasury.

(aaa)“Voting Securities” means any securities that ordinarily possess the power to vote in the election of directors without the happening of any precondition or contingency.

22.Survival. The provisions of Section 6 shall survive the termination of this Agreement.

[Signature page follows]

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    23

IN WITNESS WHEREOF, each of the Company and the Bank has caused this Agreement to be executed in its name and on its behalf, and Executive acknowledges understanding and acceptance of, and agrees to, the terms of this Agreement, all as of the Effective Date.

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

By: /s/ Patrick J. Roe

Print Name: Patrick J. Roe

Title: President & COO

FIRST COMMUNITY FINANCIAL BANK

By: /s/ Glen Stiteley

Print Name: Glen Stiteley

Title: Executive Vice President & CFO

EXECUTIVE

By: /s/ Roy C. Thygesen

Roy C. Thygesen

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    24

EXHIBIT A

AGREEMENT AND RELEASE AND WAIVER

This AGREEMENT AND RELEASE AND WAIVER (“Agreement”) is made and entered into by and between [_______________] (the “Company”) and [_______________] (“Executive”).

WHEREAS, Executive and the Company desire to settle fully and amicably all issues between them, including any issues arising out of Executive’s employment with the Company and the termination of that employment; and

WHEREAS, Executive and the Company are parties to that certain Employment Agreement, made and entered into as of [_______________], as amended (the “Employment Agreement”).

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, Executive and the Company (collectively, the “Parties” and, individually, each a “Party”), intending to be legally bound, hereby agree as follows:

1.    Termination of Employment. Executive’s employment with the Company shall terminate effective as of the close of business on [_______________] (the “Termination Date”).

2.    Compensation and Benefits. Subject to the terms of this Agreement, the Company shall compensate Executive under this Agreement as follows (collectively, the “Severance Payments”):

(a)    Severance Amount. [_______________].

(b)    Accrued Salary and Vacation. Executive shall be entitled to a lump sum payment in an amount equal to Executive’s earned but unpaid annual base salary and vacation pay for the period ending on the Termination Date, with such payment to be made on the first payroll date following the Termination Date.

(c)    COBRA Benefits. [_______________].

(d)    Executive Acknowledgement. Executive acknowledges that, subject to fulfillment of all obligations provided for herein, Executive has been fully compensated by the Company, including under all applicable laws, and that nothing further is owed to Executive with respect to wages, bonuses, severance, other compensation, or benefits. Executive further acknowledges that the Severance Payments (other than (b) above) are consideration for Executive’s promises contained in this Agreement, and that the Severance Payments are above and beyond any wages, bonuses, severance, other compensation, or benefits to which Executive is entitled from the Company under the terms of Executive’s employment or under any other contract or law that Executive would be entitled to absent execution of this Agreement.

(e)    Withholding. The Severance Payments shall be treated as wages and subject to all taxes and other payroll deductions required by law.

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    A-1

3.    Termination of Benefits. Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

4.    Release of Claims and Waiver of Rights. Executive, on Executive’s own behalf and that of Executive’s heirs, executors, attorneys, administrators, successors, and assigns, fully releases and discharges the Company, its predecessors, successors, parents, subsidiaries, affiliates, and assigns, and its and their directors, officers, trustees, employees, and agents, both in their individual and official capacities, and the current and former trustees and administrators of each retirement and other benefit plan applicable to the employees and former employees of the Company, both in their official and individual capacities (the “Releasees”) from all liability, claims, demands, and actions Executive now has, may have had, or may ever have, whether currently known or unknown, as of or prior to Executive’s execution of this Agreement (the “Release”), including liability claims, demands, and actions:

(a)    Arising from or relating to Executive’s employment or other association with the Company, or the termination of such employment,

(b)    Relating to wages, bonuses, other compensation, or benefits,

(c)    Relating to any employment or change in control contract,

(d)    Relating to any employment law, including

(i) The United States and State of Illinois Constitutions,

(ii) The Civil Rights Act of 1964,

(iii) The Civil Rights Act of 1991,

(iv) The Equal Pay Act,

(v) The Employee Retirement Income Security Act of 1974,

(vi) The Age Discrimination in Employment Act (the “ADEA”),

(vii) The Americans with Disabilities Act,

(viii) Executive Order 11246, and

(ix) Any other federal, state, or local statute, ordinance, or regulation relating to employment,

(e)    Relating to any right of payment for disability,

(f)    Relating to any statutory or contractual right of payment, and

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    A-2

(g)    For relief on the basis of any alleged tort or breach of contract under the common law of the State of Illinois or any other state, including defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, and negligence.

Executive acknowledges that Executive is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Executive waives, surrenders, and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction, including the State of Illinois.

5.    Exclusions from General Release. Excluded from the Release are any claims or rights that cannot be waived by law, as well as Executive’s right to file a charge with an administrative agency or participate in any agency investigation. Executive is, however, waiving the right to recover any money in connection with a charge or investigation. Executive is also waiving the right to recover any money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency.

6.    Covenant Not to Sue.

(a)    A “covenant not to sue” is a legal term that means Executive promises not to file a lawsuit in court. It is different from the release of claims and waiver of rights contained in Section 4 above. Besides waiving and releasing the claims covered by Section 4 above, Executive shall never sue the Releasees in any forum for any reason covered by the Release. Notwithstanding this covenant not to sue, Executive may bring a claim against the Company to enforce this Agreement, to challenge the validity of this Agreement under the ADEA or for any claim that arises after execution of this Agreement. If Executive sues any of the Releasees in violation of this Agreement, Executive shall be liable to them for their reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other litigation costs incurred in defending against Executive’s suit. In addition, if Executive sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all but a sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the promises and covenants in this Agreement. In that event, the Company shall have no obligation to make any further Severance Payments.

(b)    If Executive has previously filed any lawsuit against any of the Releasees, Executive shall immediately take all necessary steps and execute all necessary documents to withdraw or dismiss such lawsuit to the extent Executive’s agreement to withdraw, dismiss, or not file a lawsuit would not be a violation of any applicable law or regulation.

7.    Representations by Executive. Executive warrants that Executive is legally competent to execute this Agreement and that Executive has not relied on any statements or explanations made by the Company or its attorneys. Executive acknowledges that Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release. Executive acknowledges that Executive has been offered at least 21 days to consider this Agreement. After being so advised, and without coercion of any kind, Executive freely, knowingly, and voluntarily enters into this Agreement. Executive acknowledges that Executive may revoke this Agreement within seven days after Executive

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    A-3

has signed this Agreement and acknowledges understanding that this Agreement shall not become effective or enforceable until seven days after Executive has signed this Agreement (the “Effective Date”), as evidenced by the date set forth below Executive’s signature on the signature page hereto. Any revocation must be in writing and directed to [_______________]. If sent by mail, any revocation must be postmarked within the seven-day period described above and sent by certified mail, return receipt requested.

8.    Restrictive Covenants. Section 6 of the Employment Agreement (entitled “Restrictive Covenants”), shall continue in full force and effect as if fully restated herein.

9.    Non-Disparagement. Executive shall not engage in any disparagement or vilification of the Releasees, and shall refrain from making any false, negative, critical, or disparaging statements, implied or expressed, concerning the Releasees, including regarding management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees. Executive shall do nothing that would damage the Company’s business reputation or goodwill.

10.    Company Property.

(a)    Executive shall return to the Company all information, property, and supplies belonging to the Company or any of its affiliates, including any confidential or proprietary information, Company autos, keys (for equipment or facilities), laptop computers and related equipment, cellular phones, smart phones or PDAs (including SIM cards), security cards, corporate credit cards, and the originals and all copies of all files, materials, and documents (whether in tangible or electronic form) containing confidential or proprietary information or relating to the business of the Company or any of its affiliates.

(b)    Executive shall not, at any time on or after the Termination Date, directly or indirectly use, access, or in any way alter or modify any of the databases, e-mail systems, software, computer systems, or hardware or other electronic, computerized, or technological systems of the Company or any of its affiliates. Executive acknowledges that any such conduct by Executive would be illegal and would subject Executive to legal action by the Company, including claims for damages and/or appropriate injunctive relief.

11.    No Admissions. The Company denies that the Company or any of its affiliates, or any of their employees or agents, has taken any improper action against Executive, and this Agreement shall not be admissible in any proceeding as evidence of improper action by the Company or any of its affiliates or any of their employees or agents.

12.    Confidentiality of Agreement. Executive shall keep the existence and the terms of this Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax advisors in connection with services related hereto and except as may be required by law or in connection with the preparation of tax returns.

13.    Non-Waiver. The Company’s waiver of a breach of this Agreement by Executive shall not be construed or operate as a waiver of any subsequent breach by Executive of the same or of any other provision of this Agreement.

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    A-4

14.    Applicable Law; Mandatory Arbitration and Equitable Relief. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by Sections 10, 11, and 12 of the Employment Agreement as if restated herein in their entirety.

15.    Legal Fees. In the event that either Party commences mediation, arbitration, or litigation to enforce or protect such Party’s rights under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other costs relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

16.    Entire Agreement. This Agreement sets forth the entire agreement of the Parties regarding the subject matter hereof, and shall be final and binding as to all claims that have been or could have been advanced on behalf of Executive pursuant to any claim arising out of or related in any way to Executive’s employment with the Company and the termination of that employment.

17.    Successors. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns.

18.    Enforcement. The provisions of this Agreement shall be regarded as divisible and separable and if any provision should be declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. If the scope of any restriction or requirement contained in this Agreement is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and Executive hereby consents that any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. In addition, Executive stipulates that breach by Executive of restrictions and requirements under this Agreement will cause irreparable damage to the Releasees in the case of Executive’s breach and that the Company would not have entered into this Agreement without Executive binding Executive to these restrictions and requirements. In the event of Executive’s breach of this Agreement, in addition to any other remedies the Company may have, and without bond and without prejudice to any other rights and remedies that the Company may have for Executive’s breach of this Agreement, the Company shall be relieved of any obligation to provide Severance Payments and shall be entitled to an injunction to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive. Executive stipulates that the restrictive period for which the Company is entitled to an injunction shall be extended in for a period that equals the time period during which Executive is or has been in violation of the restrictions contained herein.

19.    Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    A-5

headquarters of the Company; (e) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

20.    Future Cooperation. In connection with any and all claims, disputes, negotiations, governmental, internal or other investigations, lawsuits, or administrative proceedings (the “Legal Matters”) involving the Company or any affiliate, or any of their current or former officers, employees or board members (collectively, the “Disputing Parties” and, individually, each a “Disputing Party”), Executive shall make himself reasonably available, upon reasonable notice from the Company and without the necessity of subpoena, to provide information and documents, provide declarations and statements regarding a Disputing Party, meet with attorneys and other representatives of a Disputing Party, prepare for and give depositions and testimony, and otherwise cooperate in the investigation, defense, and prosecution of any and all such Legal Matters, as may, in the good faith and judgment of the Company, be reasonably requested. The Company shall consult with Executive and make reasonable efforts to schedule such assistance so as not to materially disrupt Executive’s business and personal affairs. The Company shall reimburse all reasonable expenses incurred by Executive in connection with such assistance, including travel, meals, rental car, and hotel expenses, if any; provided such expenses are approved in advance by the Company and are documented in a manner consistent with expense reporting policies of the Company as may be in effect from time to time.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the dates set forth below their respective signatures below.

[_______________]	EXECUTIVE
By:  [Name] [Title] Date:	[Name] Date:

#847527v2_IMAN_ - Thygesen First Community Financial Employment Agreement    A-6

EX-10.2

FIRST COMMUNITY FINANCIAL

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is made and entered into as of the Effective Date, by and among FIRST COMMUNITY FINANCIAL PARTNERS, INC., FIRST COMMUNITY FINANCIAL BANK, and PATRICK J. ROE. As used in this Agreement, capitalized terms have the meanings set forth in Section 21.

RECITALS

A.Executive has been employed by the Prior Employer pursuant to the Prior Employment Agreement.

B.The Prior Employer has been a subsidiary of the Company.

C.The Company will consolidate its subsidiary banks, including the Prior Employer, into one wholly-owned institution (which will be the Bank) via simultaneous mergers (the “Bank Consolidation”).

D.Following the Bank Consolidation, the Employer desires to employ Executive pursuant to the terms of this Agreement and Executive desires to be employed by the Employer pursuant to such terms.

E.The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment with the Employer, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed, and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement and Executive’s employment with the Employer.

F.The Parties desire to enter into this Agreement as of the Effective Date and, to the extent provided herein, to have this Agreement supersede all prior employment agreements between the Parties, whether or not in writing, including the Prior Employment Agreement, and to have any such prior employment agreements become null and void as of the Effective Date, in each case contingent upon the consummation of the Bank Consolidation.

AGREEMENT

In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree as follows:

1.Employment Period. The Employer shall employ Executive during the Employment Period and Executive shall remain in the employ of the Employer and provide services

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement

to the Employer during the Employment Period in accordance with the terms of this Agreement. The “Employment Period” shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date, unless sooner terminated as provided herein, provided that the Employment Period shall be extended automatically for one additional year beginning on the first anniversary of the Effective Date and on each anniversary thereafter unless either Party notifies the other Party, by written notice delivered no later than 90 days prior to such anniversary, that the Employment Period shall not be extended. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs during the Employment Period, this Agreement shall remain in effect for the two-year period immediately following the Change in Control and shall then terminate.

2.Duties. During the Employment Period, Executive shall devote Executive’s full business time, energy, and talent to serving as the President and Chief Operating Officer of the Bank, subject to the direction of the Chief Executive Officer of the Bank, and the President and Chief Operating Officer of the Company, subject to the direction of the Chief Executive Officer of the Company. Executive shall have the duties that are commensurate with Executive’s position(s) and any other duties that may be assigned to Executive by the Chief Executive Officer of the Bank or the Company, and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. During the Employment Period, Executive shall be nominated to serve as a member of the Company Board and the Bank Board, subject to the election of the applicable shareholders. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the extent such activities do not, in the judgment of the Independent Company Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Employer or any Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Independent Company Board.

3.Compensation and Benefits. During the Employment Period, while Executive is employed by the Employer, the Bank shall compensate Executive for Executive’s services as follows:

(a)Base Salary. Executive shall be paid a base salary at an annual rate of $280,000 (the “Annual Base Salary”), which shall be payable in accordance with the normal payroll practices of the Bank then in effect. Each year during the Employment Period, Executive’s Annual Base Salary shall be reviewed by the Compensation Committee for possible increase, but not decrease, with any such increase to be effective as of January 1 of the year of such adjustment; provided, however, that the first such review shall occur within 180 days following the Effective Date.

(b)Annual Bonus. Executive shall be eligible to receive performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Bank for each fiscal year ending

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    2

during the Employment Period. Incentive Bonuses shall be established and determined in accordance with the Bank’s annual cash incentive plan, as may be in effect from time to time, or otherwise as determined by the Compensation Committee. Any Incentive Bonus shall be paid to Executive no later than two and one-half months after the close of the year in which it is earned, provided that any Incentive Bonus shall not be considered earned until the Compensation Committee has made all determinations and taken all actions necessary to establish such Incentive Bonus.

(c)Benefit Plans. Executive shall be eligible to participate, subject to the terms thereof, in all incentive plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives. During the Employment Period, Executive and Executive’s dependents, as the case may be, shall be eligible to participate, subject to the terms thereof, in all pension and similar benefit plans and all medical, dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives.

(d)Vacation. Executive shall be entitled to accrue paid vacation in accordance with and subject to the Bank’s vacation programs and policies as may be in effect from time to time, provided that the minimum number of paid vacation days Executive shall accrue per calendar year is 20 days.

(e)Business Reimbursements. Executive shall be eligible to be reimbursed by the Bank, on terms that are substantially similar to those that apply to other similarly situated and performing executives employed by the Bank, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging, and similar items that are consistent with the Bank’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the Bank’s business.

(f)Automobile Allowance. The Bank shall pay to Executive on a monthly basis the sum of $750 as an automobile allowance, in accordance with the normal payroll practices of the Bank then in effect. Executive shall be responsible for all expenses for fuel, maintenance, repairs, insurance, and other costs relating to Executive’s automobile.

4.Rights upon Termination. This Agreement and Executive’s employment under this Agreement may be terminated for any of the reasons described in this Section 4. Executive’s right to benefits, if any, for periods after the Termination Date shall be determined in accordance with this Section 4:

(a)Minimum Benefits. If the Termination Date occurs during the Employment Period for any reason, Executive shall be entitled to the Minimum Benefits, in addition to any other benefits to which Executive may be entitled under the following provisions of this Section 4 or the express terms of any employee benefit plan or as required by law. Any benefits to be provided to Executive pursuant to this Section 4(a) shall be provided within 30 days after the Termination Date; provided, however, that any benefits, incentives or awards payable as described in Section 4(i) shall be provided in accordance with the terms of the applicable plan, program, or arrangement. Except

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    3

as may expressly be provided to the contrary in this Agreement, nothing in this Agreement shall be construed as requiring Executive to be treated as employed by the Employer or an Affiliate following the Termination Date for purposes of any plan, program, or arrangement.

(b)Termination for Cause, Voluntary Resignation, or Non-Renewal. If the Termination Date occurs during the Employment Period and is a result of a Termination for Cause or a termination by Executive other than for Good Reason, or if this Agreement expires due to notice of non-renewal by either Party as provided under Section 1 or at the end of a Covered Period, then, other than the Minimum Benefits, Executive shall have no right to benefits under this Agreement (and the Employer and the Affiliates shall have no obligation to provide any such benefits) for periods after the Termination Date.

(c)Termination other than for Cause or Termination for Good Reason. If Executive’s employment is subject to a Termination other than during a Covered Period, then, in addition to the Minimum Benefits, the Bank shall provide Executive the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in 24 substantially equal semi-monthly installments, with each successive payment being due on the semi-monthly anniversary of the Termination Date.

(ii)To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date.

(iii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e).

(d)Termination upon a Change in Control. If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Bank shall provide Executive the following benefits:

(i)On the 45th day following the Termination Date, the Bank shall pay Executive a lump sum payment in an amount equal to the Severance Amount.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(e)Medical and Dental Benefits. If Executive’s employment is subject to a Termination, to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Bank (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Bank shall provide Executive

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    4

and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination for a period of 12 months immediately following the Termination, such that Executive shall be required to pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Employer during such period (with such monthly amount payable by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Bank and the Affiliates shall not exceed the cost for continued COBRA coverage under the Bank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Bank (or Affiliate) plan benefits, the Bank’s and the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

(f)Termination Due to Executive’s Death. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s death, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)The Bank shall pay to Executive’s heirs, estate, or personal representative, as may be applicable, a lump sum amount equal to 50% of Executive’s Annual Base Salary as of the time of Executive’s death, within 90 days following Executive’s death.

(ii)Executive’s dependents, as may be applicable, shall be entitled to the benefits provided in Section 4(e), provided that such benefits shall be paid for by the Bank, such that Executive’s dependents shall not be required to pay the same amount as Executive would pay if Executive continued in employment with the Employer during the 12-month period described in Section 4(e).

(g)Termination Due to Executive’s Disability. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s Disability, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, the Bank shall pay to Executive a lump sum amount equal to 100% of Executive’s Annual Base Salary as of such Termination Date.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    5

(iii)During the 12 months immediately following the Termination Date, Executive and Executive’s dependents, as may be applicable, shall continue to be eligible to participate, subject to the terms thereof, in all disability and life insurance plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as immediately prior to the Termination Date.

(h)Golden Parachute Payment Adjustment.

(i)If the value of any payment or other benefit Executive would receive in connection with a Change in Control (the “Benefit”) would (A) constitute a “parachute payment” within the meaning of Code Section 280G, and (B) but for this sentence, be subject to the Excise Tax, then the Benefit shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (1) the largest portion of the Benefit that would result in no portion of the Benefit being subject to the Excise Tax or (2) the largest portion, up to and including the total, of the Benefit, whichever amount, after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Benefit notwithstanding that all or some portion of the Benefit may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Benefit equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to the Bank’s approval if made on or after the date on which the event that triggers the Benefit occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of Executive’s stock awards unless Executive elects in writing a different order for cancellation.

(ii)The accounting firm engaged by the Bank for general audit purposes as of the day prior to the effective date of the Change in Control shall perform any calculations necessary in connection with this Section 4(h). If the accounting firm so engaged by the Bank is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Bank shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Bank shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

(iii)The accounting firm engaged to make the determinations under this Section 4(h) shall provide its calculations, together with detailed supporting documentation, to the Parties within 15 calendar days after the date on which Executive’s right to a Benefit is triggered (if requested at that time by Executive or the Bank) or such other time as requested by Executive or the Bank. If the accounting firm determines that no Excise Tax is payable with respect to a Benefit, it shall furnish the Parties with an opinion reasonably acceptable to the Bank that no Excise Tax will be imposed with respect to such Benefit. Any good faith

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    6

determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Parties, except as set forth below.

(iv)If, notwithstanding any reduction described in this Section 4(h), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Executive shall be obligated to pay back to the Bank, within 30 days after a final IRS determination, or, in the event Executive challenges the final IRS determination, within 30 days after a final judicial determination, a portion of the payment equal to the Repayment Amount. The “Repayment Amount” with respect to the payment of benefits shall be the smallest amount, if any, required to be paid to the Bank so that Executive’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be $0 if a Repayment Amount of more than $0 would not result in Executive’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 4(h), Executive shall pay the Excise Tax.

(v)Notwithstanding any other provision of this Section 4(h), if (A) there is a reduction in the payment of benefits as described in this Section 4(h), (B) the IRS later determines that Executive is liable for the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated as if Executive’s benefits had not previously been reduced), and (C) Executive pays the Excise Tax, then the Bank shall pay to Executive those benefits that were reduced pursuant to Section 4(h) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of benefits is maximized.

(i)Other Benefits.

(i)Executive’s rights following a termination of employment with the Employer and the Affiliates for any reason with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Bank or the Affiliates, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein.

(ii)Except as specifically provided herein, the Bank and the Affiliates shall have no further obligations to Executive under this Agreement following Executive’s termination of employment for any reason.

(j)Removal from any Boards and Positions. Upon Executive’s termination of employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member, from the Company Board, the Bank Board, and the board of directors of any Affiliate and any other board to which Executive has been appointed or nominated by or on behalf of the Employer

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    7

or an Affiliate, (ii) from each position with the Employer and the Affiliates, including as an officer of the Employer or the Affiliates, and (iii) as a fiduciary of any employee benefit plan of the Employer or the Affiliates.

(k)Regulatory Suspension and Termination.

(i)If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings, provided that if the charges in such notice are dismissed, the Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A.

(ii)If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iii)If the Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Employer under this Agreement shall terminate as of the date of default, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iv)All obligations of the Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA, or when the Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(v)Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

(l)Clawback. Notwithstanding any provision of this Agreement to the contrary, if any Severance Restrictions require the recapture or “clawback” of any Severance Amount paid to Executive under this Agreement, Executive shall repay to the Bank the aggregate amount of any such payments, with such repayment to occur no later than 30 days following Executive’s receipt of a written notice from the Bank indicating that payments received by Executive under this Agreement are subject to recapture or clawback pursuant to the Severance Restrictions.

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    8

(m)TARP. Notwithstanding any provision of this Agreement to the contrary, if the Bank is, as a result of its or any Affiliate’s participation in TARP, prohibited from paying or providing to Executive any of the benefits described herein, Executive shall have no further right to receive, and shall forever waive and discharge any claim against the Employer or any respective directors, officers, employees, and agents with respect to, any such benefits, and Executive shall not be entitled to any other compensation or benefit in lieu thereof. Further, to the extent Executive is or becomes subject to the “claw-back” provisions of Section 111(b)(3)(B) of the EESA as a result of the Bank’s or any Affiliate’s participation in TARP, Executive shall repay to the Bank, within 15 business days of notification in writing that such amounts are required to be repaid pursuant to such claw-back provisions, any amounts of incentive compensation paid to Executive if it is later determined that such payments were based on materially inaccurate financial statements or performance metrics, or such claw-back is otherwise required by the Treasury pursuant to its authority under TARP. If the Bank notifies Executive in writing that benefits received by Executive hereunder are in violation of the EESA, Executive shall repay the aggregate amount of such payments to the Bank no later than 15 business days following Executive’s receipt of such notice. If Executive does not repay any such amounts within such 15-day periods, Executive shall be liable for any costs incurred by the Bank, including reasonable legal fees, in pursuing repayment of any such amounts.

5.Release. Notwithstanding any provision of this Agreement to the contrary, no benefits owed to Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) under Section 4(c), 4(d), 4(e), 4(f),or 4(g) (other than the Minimum Benefits) shall be provided to Executive unless Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) executes (without subsequent revocation) and delivers to the Bank a Release within 21 days (or such longer period to the extent required by applicable law) following the Termination Date.

6.Restrictive Covenants. Executive acknowledges that Executive has been and will continue to be provided intimate knowledge of the business practices, trade secrets, and other confidential and proprietary information of the Employer and the Affiliates (including the Confidential Information), which, if exploited by Executive, would seriously, adversely, and irreparably affect the interests of the Employer and the Affiliates and the ability of each to continue its business.

(a)Confidential Information. Executive acknowledges that, during the course of Executive’s employment with the Employer, Executive may produce and have access to Confidential Information. Executive shall not directly or indirectly use, disclose, copy, or make lists of Confidential Information for the benefit of anyone other than the Employer, either during or after Executive’s employment with the Employer, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by law, or otherwise as reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties hereunder. If Executive receives a subpoena or other court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Employer or the Affiliates, or Executive’s activities in connection with the business of the Employer or the Affiliates, Executive shall immediately notify the Employer of such subpoena, court order, or other requirement and

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    9

deliver forthwith to the Employer a copy thereof and any attachments and non-privileged correspondence related thereto. Executive shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. Executive shall abide by the Employer’s and the Affiliates’ policies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and the Affiliates; in this regard, Executive shall not directly or indirectly render services to any person or entity where Executive’s service would involve the use or disclosure of Confidential Information. Executive shall not use any Confidential Information to guide Executive in searching publications or other publicly available information, selecting a series of items of knowledge from unconnected sources, and fitting them together to claim that Executive did not violate any terms set forth in this Agreement.

(b)Documents and Property.

(iii)All records, files, documents, and other materials or copies thereof relating to the business of the Employer or the Affiliates that Executive prepares, receives, or uses shall be and remain the sole property of the Employer and, other than in connection with the performance by Executive of Executive’s duties hereunder, shall not be removed from the premises of the Employer or the Affiliates without the Employer’s prior written consent, and shall be immediately returned to the Employer upon Executive’s termination of employment for any reason, together with all copies (including copies or recordings in electronic form), abstracts, notes, or reproductions of any kind made from or about the records, files, documents, or other materials. Executive shall disclose to the Employer all computer and internet user identifications and passwords used by Executive in the course of Executive’s performance of Executive’s duties hereunder or necessary for accessing information on the Employer’s or the Affiliates’ computer systems upon Executive’s termination of employment for any reason.

(iv)Executive acknowledges that Executive’s access to and permission to use the Employer’s computer systems, networks, and equipment, and all Employer and Affiliate information contained therein, is restricted to legitimate business purposes on behalf of the Employer. Any other access to or use of such systems, network, equipment, and information is without authorization and is prohibited. The restrictions contained in this Section 6(b) extend to any personal computers or other electronic devices of Executive that are used for business purposes relating to the Employer and the Affiliates (including smart phones, PDAs, digital tablets, or other portable electronic devices). Executive shall not transfer any Employer or Affiliate information to any personal computer or other electronic device that is not otherwise used for any business purpose relating to the Employer or an Affiliate. Upon the termination of Executive’s employment with the Employer for any reason, Executive’s authorization to access and permission to use the Employer’s and the Affiliates’ computer systems, networks, and equipment, and any Employer and Affiliate information contained therein, shall cease.

(c)Non-Solicitation. As an essential ingredient of and in consideration of this Agreement, the Bank’s agreement to pay the compensation described herein, and Executive’s employment with the Employer, Executive shall not, during Executive’s employment or during the

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    10

Restricted Period, whether the termination of Executive’s employment occurs during the Employment Period or thereafter, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):

(i)(A) Induce or attempt to induce any employee of the Employer or an Affiliate to leave the employ of the Employer or an Affiliate; (B) in any way interfere with the relationship between the Employer or an Affiliate and any employee of the Employer or an Affiliate; or (C) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Employer or an Affiliate to cease doing business with the Employer or an Affiliate or in any way interfere with the relationship between the Employer or an Affiliate and their respective customers, suppliers, licensees, or other business relations.

(ii)Solicit the business of any person or entity known to Executive to be a customer of the Employer or an Affiliate, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with, or had made Substantial Business Efforts with respect to, such person or entity, with respect to products, activities, or services that compete in whole or in part with the products, activities, or services of the Employer or an Affiliate.

Notwithstanding any provision of this Agreement to the contrary, in the event Executive’s employment is subject to a Termination and the Bank, as a result of its or any Affiliate’s participation in TARP, is prohibited from providing to Executive all benefits under Section 4(c), 4(d), and 4(e), the Restrictive Covenant shall not apply.

(d)Works Made for Hire Provisions. The Parties acknowledge that all work performed by Executive for the Employer or an Affiliate shall be deemed a work made for hire. The Employer shall at all times own and have exclusive right, title, and interest in and to all Confidential Information and Inventions, and the Employer shall retain the exclusive right to license, sell, transfer, and otherwise use and dispose of the same. All enhancements of the technology of the Employer or an Affiliate that are developed by Executive shall be the exclusive property of the Employer. Executive hereby assigns to the Employer any right, title, and interest in and to all Inventions that Executive may have, by law or equity, without additional consideration of any kind whatsoever from the Employer or an Affiliate. Executive shall execute and deliver any instruments or documents and do all other things (including the giving of testimony) requested by the Employer (both during and after the termination of Executive’s employment with the Employer) in order to vest more fully in the Employer or an Affiliate all ownership rights in the Inventions (including obtaining patent, copyright, or trademark protection therefore). To the extent required by applicable state statute, this Section 6(d) shall not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Employer or an Affiliate was used and that was developed entirely on Executive’s own time, unless the Invention (i) relates to the business of the Employer or an Affiliate or to the Employer’s or an Affiliate’s actual or demonstrably anticipated research or development or (ii) results from any work performed by Executive for the Employer or an Affiliate.

(e)Remedies for Breach of Restrictive Covenants. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges that the covenants contained in this Section 6 are

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    11

reasonable with respect to their duration, geographical area, and scope. Executive further acknowledges that the restrictions contained in this Section 6 are reasonable and necessary for the protection of the legitimate business interests of the Employer and the Affiliates, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Employer and the Affiliates and such interests, and that such restrictions were a material inducement to the Employer to enter into this Agreement. In the event of any violation or threatened violation of the restrictions contained in this Section 6, the Employer and the Affiliates, in addition to and not in limitation of, any other rights, remedies, or damages available under this Agreement or otherwise at law or in equity, (i) shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive, as the case may be, without any requirement that the Employer or an Affiliate post bond and (ii) shall be relieved of any obligation to pay or provide any amounts or benefits pursuant to this Agreement. If Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant; accordingly, the Restrictive Covenant shall be deemed to have the duration specified herein computed from the date the relief is granted but reduced by the time between the period when the Restricted Period began to run and the date of the first violation of the Restrictive Covenant by Executive.

(f)Other Agreements. In the event of the existence of another agreement between the Parties that (i) is in effect during the Restricted Period, and (ii) contains restrictive covenants that conflict with any of the provisions of this Section 6, then the more restrictive of such provisions from the two agreements shall control for the period during which both agreements would otherwise be in effect.

7.No Set-Off; No Mitigation. Except as provided herein, the Employer’s obligation to provide benefits under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including any set-off, counterclaim, recoupment, defense, or other right the Employer may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

8.Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Employer, First Community Financial Partners, Inc.; Attention: Chairman of the Board of Directors; 2801 Black Road; Joliet, Illinois 60435; and if to Executive, to Executive’s most recent address in the Employer’s records; or, in each respective case, to such other address as either Party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt.

9.Indemnification.

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    12

(a)Insurance. The Bank shall provide Executive (including Executive’s heirs, personal representatives, executors, and administrators) during the Employment Period with coverage under a directors’ and officers’ liability insurance policy at its expense.

(b)Hold Harmless. In addition to the insurance coverage provided for in this Section 9, the Employer shall hold harmless and indemnify Executive (and Executive’s heirs, personal representatives, executors, and administrators) to the fullest extent permitted under applicable law, but also subject to the limits of applicable law, against all expenses and liabilities reasonably incurred by Executive in connection with or arising out of any action, suit, or proceeding in which Executive may be involved by reason of having been an officer of the Employer (whether or not Executive continues to be an officer at the time of incurring such expenses or liabilities), with such expenses and liabilities to include judgments, court costs, and attorneys’ fees and the cost of reasonable settlements.

(c)Advancement of Expenses. If Executive becomes a party, or is threatened to be made a party, to any action, suit, or proceeding for which the Employer has agreed to provide insurance coverage or indemnification under this Section 9, the Bank shall, to the full extent permitted under applicable law, advance all expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement, or appeal of any threatened, pending, or completed action, suit, or proceeding, subject to receipt by the Bank of a written undertaking from Executive: (i) to reimburse the Bank for all Expenses actually paid by the Bank to or on behalf of Executive if it shall be ultimately determined that Executive is not entitled to indemnification by the Bank for such Expenses; and (ii) to assign to the Bank all rights of Executive to indemnification, under any policy of directors’ and officers’ liability insurance or otherwise, to the extent of the amount of Expenses actually paid by the Bank to or on behalf of Executive.

10.Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Illinois applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction.

11.Mandatory Arbitration. Except as provided in Section 6(e), if any dispute or controversy arises under or in connection with this Agreement, and such dispute or controversy cannot be settled through negotiation, the Parties shall first try in good faith to settle the dispute or controversy by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If such mediation is not successful, the dispute or controversy shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The FDIC may appear at any arbitration hearing but any decision made thereunder shall not be binding on the FDIC.

12.Equitable Relief. Notwithstanding Section 11, either Party may file a request with a court of competent jurisdiction for equitable relief, including injunctive relief, pending resolution of any claim through the arbitration procedure set forth herein; provided, however, that in such cases, the trial on the merits of the claims shall occur in front of, and shall be decided by, the

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    13

arbitrator, who shall have the same ability to order legal or equitable remedies as could a court of general jurisdiction.

13.Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral, including the Prior Employment Agreement, which is hereby terminated in its entirety. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect. The various covenants and provisions of this Agreement are intended to be severable and to constitute independent and distinct binding obligations. Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent permitted by law, and such scope may be judicially modified accordingly.

14.Withholding of Taxes. The Employer may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as may be required pursuant to any law, governmental regulation, or ruling.

15.No Assignment. Executive’s right to receive benefits under this Agreement shall not be assignable or transferable whether by pledge, creation of a security interest, or otherwise, other than a transfer by will or by the laws of descent or distribution. In the event of any attempted assignment or transfer contrary to this Section 15, the Employer and the Affiliates shall have no liability to pay any amount so attempted to be assigned or transferred. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

16.Successors. This Agreement shall be binding upon and inure to the benefit of the Employer, its successors, and assigns.

17.Legal Fees. In the event that either Party commences mediation, arbitration, litigation, or any similar action to enforce or protect such Party’s rights in accordance with and under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and other costs (including the costs of experts, evidence, and counsel) relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

18.Amendment. This Agreement may not be amended or modified except by written agreement signed by the Parties.

19.Code Section 409A.

(a)To the extent any provision of this Agreement or action by the Employer would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Employer. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    14

be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Employer to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.

(b)Notwithstanding any provision of this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein.

20.Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Bank; (e) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    15

appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

21.Definitions. As used in this Agreement, the terms defined in this Section 21 have the meanings set forth below.

(a)“1934 Act” means the Securities Exchange Act of 1934.

(b)“Affiliate” means each Business Entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company or the Bank, where “control” means (i) the ownership of more than 50% of the Voting Securities or other voting or equity interests of any Business Entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Business Entity.

(c)“Agreement” means this employment agreement, made and entered into as of the Effective Date, by and between the Parties.

(d)“Annual Base Salary” has the meaning set forth in Section 3(a).

(e)“Average Incentive Bonus” means the average of Incentive Bonuses determined for the immediately preceding three completed fiscal-year performance periods of the Bank; provided, however, that if an Incentive Bonus has not yet been determined for a previously completed fiscal year performance period as of the Termination Date, then Target Bonus shall be used with respect to such fiscal year for purposes of calculating the Average Incentive Bonus. For purposes of calculating the Average Incentive Bonus, fiscal years for which no bonus was determined to have been earned shall be included in the calculation of the three-year average.

(f)“Bank” means First Community Financial Bank.

(g)“Bank Board” means the Board of Directors of the Bank.

(h)“Bank Consolidation” has the meaning set forth in the Recitals.

(i)“Base Compensation” means the amount equal to the sum of (i) the greater of Executive’s then-current Annual Base Salary or Executive’s Annual Base Salary as of the date one day prior to the Change in Control, and (ii) the Average Incentive Bonus.

(j)“Benefit” has the meaning set forth in Section 4(h)(i).

(k)“Business Entity” means any corporation, partnership, limited liability company, joint venture, association, partnership, business trust, or other business entity.

(l)“CEO” means the Chief Executive Officer of the Company.

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    16

(m)“Change in Control” means the first to occur of the following:

(i)The consummation of the acquisition by any “person” (as such term is defined in Section 13(d) or 14(d) of the 1934 Act) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 50% of the combined voting power of the then outstanding Voting Securities of the Company;

(ii)During any 12-month period, the individuals who, as of the Effective Date, are members of the Company Board cease for any reason to constitute a majority of the Company Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of a majority of the Company Board, in which case such new director shall, for purposes of this Agreement, be considered as a member of the Company Board; or

(iii)The consummation by the Company of: (A) a merger or consolidation if the Company’s shareholders immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation; or (B) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, the Company.

Notwithstanding any provision of this definition to the contrary, a Change in Control shall not be deemed to have occurred solely because more than 50% of the combined voting power of the then outstanding securities of the Company are acquired by (A) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or an Affiliate or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the Company’s shareholders in the same proportion as their ownership of stock immediately prior to such acquisition.

Further notwithstanding any provision of this definition to the contrary, in the event that any amount or benefit under this Agreement constitutes deferred compensation under Code Section 409A and the settlement of or distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” under Code Section 409A.

(n)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

(o)“Code” means the Internal Revenue Code of 1986.

(p)“Company” means First Community Financial Partners, Inc.

(q)“Company Board” means the Board of Directors of the Company.

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    17

(r)“Compensation Committee” means the Compensation Committee of the Company Board.

(s)“Confidential Information” means confidential or proprietary non-public information concerning the Employer or the Affiliates, including research, development, designs, formulae, processes, specifications, technologies, marketing materials, financial and other information concerning customers and prospective customers, customer lists, records, data, computer programs, source codes, object codes, database structures, trade secrets, proprietary business information, pricing and profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation, and other information not generally available to the public.

(t)“Covered Period” means the period beginning six months prior to a Change in Control and ending on the date that is 24 months after the Change in Control.

(u)“Disability” means that (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Bank.

(v)“EESA” means the Emergency Economic Stabilization Act of 2008.

(w)“Effective Date” means the date of consummation of the Bank Consolidation.

(x)“Employer” means the Company and the Bank.

(y)“Employment Period” has the meaning set forth in Section 1.

(z)“Excise Tax” means the excise tax imposed under Code Section 4999.

(aa)“Executive” means Patrick J. Roe.

(bb)“Expenses” has the meaning set forth in Section 9(c).

(cc)“FDIA” means the Federal Deposit Insurance Act.

(dd)“FDIC” means the Federal Deposit Insurance Corporation.

(ee)“Good Reason” means the occurrence of any one of the following events, unless Executive agrees in writing that such event shall not constitute Good Reason:

(i)A material and adverse change in the nature, scope, or status of Executive’s position, authorities, or duties from those in effect in accordance with Section 2

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    18

immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(ii)A material reduction in Executive’s Annual Base Salary or target Incentive Bonus opportunity, or a material reduction in Executive’s aggregate benefits or other compensation plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(iii)A relocation of Executive’s primary place of employment of more than 25 miles from Executive’s primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than prior to the Covered Period;

(iv)Removal of Executive from, or failure to elect Executive to, the Company Board or the Bank Board;

(v)The failure by an acquirer to assume this Agreement at the time of a Change in Control; or

(vi)A material breach by the Employer of this Agreement.

Notwithstanding any provision of this definition to the contrary, (A) prior to Executive’s Termination for Good Reason, Executive must give the Employer written notice of the existence of any condition set forth in a clause immediately above within 90 days of its initial existence and the Employer shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Employer cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason.

(ff)“Incentive Bonus” has the meaning set forth in Section 3(b).

(gg)“Independent Company Board” means the members of the Company Board other than Executive.

(hh)“Inventions” means all systems, procedures, techniques, manuals, databases, plans, lists, inventions, trade secrets, copyrights, patents, trademarks, discoveries, innovations, concepts, ideas, and software conceived, compiled, or developed by Executive in the course of Executive’s employment with the Employer and/or comprised, in whole or part, of Confidential Information. Notwithstanding the foregoing sentence, Inventions shall not include: (i) any inventions independently developed by Executive and not derived, in whole or part, from any Confidential Information or (ii) any invention made by Executive prior to Executive’s exposure to any Confidential Information.

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    19

(ii)“IRS” means the United States Internal Revenue Service.

(jj)“Minimum Benefits” means, as applicable, the following:

(i)Executive’s earned but unpaid Annual Base Salary for the period ending on the Termination Date;

(ii)Executive’s earned but unpaid Incentive Bonus, if any, for any completed fiscal year preceding the Termination Date; provided, however, that Executive shall not be entitled to any Incentive Bonus in the event of a Termination for Cause;

(iii)Executive’s accrued but unpaid vacation pay for the period ending on the Termination Date;

(iv)Executive’s unreimbursed business expenses through and including the Termination Date, provided that all required submissions for expense reimbursement are made in accordance with the Bank’s expense reimbursement policy and within 15 days following the Termination Date; and

(v)The benefits, incentives, and awards described in Section 4(i)(i).

(kk)“Parties” means the Employer and Executive.

(ll)“Prior Employer” means First Community Bank of Homer Glen & Lockport.

(mm)“Prior Employment Agreement” means that certain employment agreement, made and entered into as of September 27, 2010, between the Prior Employer and Executive.

(nn)“Reduced Amount” has the meaning set forth in Section 4(h)(i).

(oo)“Release” means a general release and waiver substantially in the form attached as Exhibit A.

(pp)“Repayment Amount” has the meaning set forth in Section 4(h)(i).

(qq)“Restricted Period” means a period of 12 months immediately following the termination of Executive’s employment for any reason, whether such termination occurs during the Employment Period or thereafter.

(rr)“Restrictive Covenant” has the meaning set forth in Section 6(c).

(ss)“Severance Amount” means an amount equal to 100% of Executive’s Base Compensation as of the respective Termination.

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    20

(tt)“Severance Restrictions” means any applicable statute, law, regulation, or regulatory interpretation or other guidance, including FIL-66-2010 and any related FDIC guidance, that would require the Employer or any Affiliate to seek or demand repayment or return of any payments made to Executive for any reason, including the Employer, an Affiliate or their successors later obtaining information indicating that Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. 359.4(a)(4).

(uu)“Specified Employee” means any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee, Executive shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of the identification period. For purposes of determining whether Executive is a key employee, “compensation” means Executive’s W-2 compensation as reported by the Bank for a particular calendar year.

(vv)“Substantial Business Efforts” means marketing, promotional, purchasing, sales, or solicitation activities undertaken on behalf of the Employer or an Affiliate, which include (i) in person and voice communications and (ii) either or both of (A) delivery of a quote, bid, proposal, or request for any of the foregoing or (B) visits to the site of the actual or potential business development and other similar meetings or visits (conducted alone or with other employees of the Employer or an Affiliate), where such activities would enjoy a reasonable prospect of success in the absence of any breach of this Agreement.

(ww)“Target Bonus” means Executive’s target Incentive Bonus for the applicable fiscal year performance period, if one is used, and if not, the Target Bonus shall be determined based upon the mid-point between the maximum Incentive Bonus and the threshold Incentive Bonus for the applicable fiscal year performance period, with the threshold bonus based upon the first level of performance for which some amount of Incentive Bonus would be payable.

(xx)“TARP” means the Treasury’s Troubled Asset Relief Program/Capital Purchase Program.

(yy)“Termination” means a termination of Executive’s employment with the Employer and all Affiliates during the Employment Period either:

(i)By the Employer, other than (A) a Termination for Cause or (B) a termination as a result of Executive’s death or Disability; or

(ii)By Executive for Good Reason.

(zz)“Termination Date” means the date of termination (whether or not such termination constitutes a Termination) of Executive’s employment with the Employer and all Affiliates.

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    21

([[)“Termination for Cause” means a termination of Executive’s employment by the Employer as a result of any of the following (in each case as determined by the CEO):

(i)Executive’s willful and continuing failure to perform Executive’s obligations hereunder, which failure is not remedied within five business days after receipt of written notice of such failure from the Employer;

(ii)Executive’s conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or any state thereof;

(iii)Executive’s breach of fiduciary responsibility;

(iv)An act of dishonesty by Executive that has a material adverse effect on the Employer or an Affiliate;

(v)Executive’s engagement in one or more unsafe or unsound banking practices that have a material adverse effect on the Employer or an Affiliate;

(vi)Executive’s removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law;

(vii)A material breach by Executive of this Agreement;

(viii)An act or omission by Executive that has a material adverse effect on the Employer or an Affiliate in the community; or

(ix)A material breach of Employer policies as may be in effect from time to time.

Further, a Termination for Cause shall be deemed to have occurred if, after the termination of Executive’s employment with the Employer and any Affiliate, facts and circumstances arising during the course of such employment are discovered that would have warranted a Termination for Cause.

Further, with respect to clauses (i), (iii), (iv), (vii), (viii), and (ix) of this definition, Executive shall be entitled to at least 30 days’ prior written notice of the Employer’s intention to terminate Executive’s employment in a Termination for Cause, which notice shall specify the grounds for the Termination for Cause; and Executive shall be provided a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for the Termination for Cause, and a reasonable opportunity to present to the CEO Executive’s position regarding any dispute relating to the existence of any grounds for Termination for Cause.

Further, all rights Executive has or may have under this Agreement shall be suspended automatically during the pendency of any investigation by the CEO or the CEO’s designee or during any negotiations between the CEO or the CEO’s designee and Executive regarding any actual or alleged act or omission by Executive of the type that would warrant

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    22

a Termination for Cause and such suspension shall not give rise to a claim of Good Reason by Executive.

(aaa)“Treasury” means the United States Department of the Treasury.

(bbb)“Voting Securities” means any securities that ordinarily possess the power to vote in the election of directors without the happening of any precondition or contingency.

22.Survival. The provisions of Section 6 shall survive the termination of this Agreement.

[Signature page follows]

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    23

IN WITNESS WHEREOF, each of the Company and the Bank has caused this Agreement to be executed in its name and on its behalf, and Executive acknowledges understanding and acceptance of, and agrees to, the terms of this Agreement, all as of the Effective Date.

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

By: /s/ Roy C. Thygesen

Print Name: Roy Thygesen

Title: CEO

FIRST COMMUNITY FINANCIAL BANK

By: /s/ Glen Stiteley

Print Name: Glen Stiteley

Title: Executive Vice President & CFO

EXECUTIVE

By: /s/ Patrick J. Roe

Patrick J. Roe

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    24

EXHIBIT A

AGREEMENT AND RELEASE AND WAIVER

This AGREEMENT AND RELEASE AND WAIVER (“Agreement”) is made and entered into by and between [_______________] (the “Company”) and [_______________] (“Executive”).

WHEREAS, Executive and the Company desire to settle fully and amicably all issues between them, including any issues arising out of Executive’s employment with the Company and the termination of that employment; and

WHEREAS, Executive and the Company are parties to that certain Employment Agreement, made and entered into as of [_______________], as amended (the “Employment Agreement”).

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, Executive and the Company (collectively, the “Parties” and, individually, each a “Party”), intending to be legally bound, hereby agree as follows:

1.    Termination of Employment. Executive’s employment with the Company shall terminate effective as of the close of business on [_______________] (the “Termination Date”).

2.    Compensation and Benefits. Subject to the terms of this Agreement, the Company shall compensate Executive under this Agreement as follows (collectively, the “Severance Payments”):

(a)    Severance Amount. [_______________].

(b)    Accrued Salary and Vacation. Executive shall be entitled to a lump sum payment in an amount equal to Executive’s earned but unpaid annual base salary and vacation pay for the period ending on the Termination Date, with such payment to be made on the first payroll date following the Termination Date.

(c)    COBRA Benefits. [_______________].

(d)    Executive Acknowledgement. Executive acknowledges that, subject to fulfillment of all obligations provided for herein, Executive has been fully compensated by the Company, including under all applicable laws, and that nothing further is owed to Executive with respect to wages, bonuses, severance, other compensation, or benefits. Executive further acknowledges that the Severance Payments (other than (b) above) are consideration for Executive’s promises contained in this Agreement, and that the Severance Payments are above and beyond any wages, bonuses, severance, other compensation, or benefits to which Executive is entitled from the Company under the terms of Executive’s employment or under any other contract or law that Executive would be entitled to absent execution of this Agreement.

(e)    Withholding. The Severance Payments shall be treated as wages and subject to all taxes and other payroll deductions required by law.

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    A-1

3.    Termination of Benefits. Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

4.    Release of Claims and Waiver of Rights. Executive, on Executive’s own behalf and that of Executive’s heirs, executors, attorneys, administrators, successors, and assigns, fully releases and discharges the Company, its predecessors, successors, parents, subsidiaries, affiliates, and assigns, and its and their directors, officers, trustees, employees, and agents, both in their individual and official capacities, and the current and former trustees and administrators of each retirement and other benefit plan applicable to the employees and former employees of the Company, both in their official and individual capacities (the “Releasees”) from all liability, claims, demands, and actions Executive now has, may have had, or may ever have, whether currently known or unknown, as of or prior to Executive’s execution of this Agreement (the “Release”), including liability claims, demands, and actions:

(a)    Arising from or relating to Executive’s employment or other association with the Company, or the termination of such employment,

(b)    Relating to wages, bonuses, other compensation, or benefits,

(c)    Relating to any employment or change in control contract,

(d)    Relating to any employment law, including

(i) The United States and State of Illinois Constitutions,

(ii) The Civil Rights Act of 1964,

(iii) The Civil Rights Act of 1991,

(iv) The Equal Pay Act,

(v) The Employee Retirement Income Security Act of 1974,

(vi) The Age Discrimination in Employment Act (the “ADEA”),

(vii) The Americans with Disabilities Act,

(viii) Executive Order 11246, and

(ix) Any other federal, state, or local statute, ordinance, or regulation relating to employment,

(e)    Relating to any right of payment for disability,

(f)    Relating to any statutory or contractual right of payment, and

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    A-2

(g)    For relief on the basis of any alleged tort or breach of contract under the common law of the State of Illinois or any other state, including defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, and negligence.

Executive acknowledges that Executive is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Executive waives, surrenders, and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction, including the State of Illinois.

5.    Exclusions from General Release. Excluded from the Release are any claims or rights that cannot be waived by law, as well as Executive’s right to file a charge with an administrative agency or participate in any agency investigation. Executive is, however, waiving the right to recover any money in connection with a charge or investigation. Executive is also waiving the right to recover any money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency.

6.    Covenant Not to Sue.

(a)    A “covenant not to sue” is a legal term that means Executive promises not to file a lawsuit in court. It is different from the release of claims and waiver of rights contained in Section 4 above. Besides waiving and releasing the claims covered by Section 4 above, Executive shall never sue the Releasees in any forum for any reason covered by the Release. Notwithstanding this covenant not to sue, Executive may bring a claim against the Company to enforce this Agreement, to challenge the validity of this Agreement under the ADEA or for any claim that arises after execution of this Agreement. If Executive sues any of the Releasees in violation of this Agreement, Executive shall be liable to them for their reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other litigation costs incurred in defending against Executive’s suit. In addition, if Executive sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all but a sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the promises and covenants in this Agreement. In that event, the Company shall have no obligation to make any further Severance Payments.

(b)    If Executive has previously filed any lawsuit against any of the Releasees, Executive shall immediately take all necessary steps and execute all necessary documents to withdraw or dismiss such lawsuit to the extent Executive’s agreement to withdraw, dismiss, or not file a lawsuit would not be a violation of any applicable law or regulation.

7.    Representations by Executive. Executive warrants that Executive is legally competent to execute this Agreement and that Executive has not relied on any statements or explanations made by the Company or its attorneys. Executive acknowledges that Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release. Executive acknowledges that Executive has been offered at least 21 days to consider this Agreement. After being so advised, and without coercion of any kind, Executive freely, knowingly, and voluntarily enters into this Agreement. Executive acknowledges that Executive may revoke this Agreement within seven days after Executive

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    A-3

has signed this Agreement and acknowledges understanding that this Agreement shall not become effective or enforceable until seven days after Executive has signed this Agreement (the “Effective Date”), as evidenced by the date set forth below Executive’s signature on the signature page hereto. Any revocation must be in writing and directed to [_______________]. If sent by mail, any revocation must be postmarked within the seven-day period described above and sent by certified mail, return receipt requested.

8.    Restrictive Covenants. Section 6 of the Employment Agreement (entitled “Restrictive Covenants”), shall continue in full force and effect as if fully restated herein.

9.    Non-Disparagement. Executive shall not engage in any disparagement or vilification of the Releasees, and shall refrain from making any false, negative, critical, or disparaging statements, implied or expressed, concerning the Releasees, including regarding management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees. Executive shall do nothing that would damage the Company’s business reputation or goodwill.

10.    Company Property.

(a)    Executive shall return to the Company all information, property, and supplies belonging to the Company or any of its affiliates, including any confidential or proprietary information, Company autos, keys (for equipment or facilities), laptop computers and related equipment, cellular phones, smart phones or PDAs (including SIM cards), security cards, corporate credit cards, and the originals and all copies of all files, materials, and documents (whether in tangible or electronic form) containing confidential or proprietary information or relating to the business of the Company or any of its affiliates.

(b)    Executive shall not, at any time on or after the Termination Date, directly or indirectly use, access, or in any way alter or modify any of the databases, e-mail systems, software, computer systems, or hardware or other electronic, computerized, or technological systems of the Company or any of its affiliates. Executive acknowledges that any such conduct by Executive would be illegal and would subject Executive to legal action by the Company, including claims for damages and/or appropriate injunctive relief.

11.    No Admissions. The Company denies that the Company or any of its affiliates, or any of their employees or agents, has taken any improper action against Executive, and this Agreement shall not be admissible in any proceeding as evidence of improper action by the Company or any of its affiliates or any of their employees or agents.

12.    Confidentiality of Agreement. Executive shall keep the existence and the terms of this Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax advisors in connection with services related hereto and except as may be required by law or in connection with the preparation of tax returns.

13.    Non-Waiver. The Company’s waiver of a breach of this Agreement by Executive shall not be construed or operate as a waiver of any subsequent breach by Executive of the same or of any other provision of this Agreement.

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    A-4

14.    Applicable Law; Mandatory Arbitration and Equitable Relief. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by Sections 10, 11, and 12 of the Employment Agreement as if restated herein in their entirety.

15.    Legal Fees. In the event that either Party commences mediation, arbitration, or litigation to enforce or protect such Party’s rights under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other costs relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

16.    Entire Agreement. This Agreement sets forth the entire agreement of the Parties regarding the subject matter hereof, and shall be final and binding as to all claims that have been or could have been advanced on behalf of Executive pursuant to any claim arising out of or related in any way to Executive’s employment with the Company and the termination of that employment.

17.    Successors. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns.

18.    Enforcement. The provisions of this Agreement shall be regarded as divisible and separable and if any provision should be declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. If the scope of any restriction or requirement contained in this Agreement is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and Executive hereby consents that any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. In addition, Executive stipulates that breach by Executive of restrictions and requirements under this Agreement will cause irreparable damage to the Releasees in the case of Executive’s breach and that the Company would not have entered into this Agreement without Executive binding Executive to these restrictions and requirements. In the event of Executive’s breach of this Agreement, in addition to any other remedies the Company may have, and without bond and without prejudice to any other rights and remedies that the Company may have for Executive’s breach of this Agreement, the Company shall be relieved of any obligation to provide Severance Payments and shall be entitled to an injunction to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive. Executive stipulates that the restrictive period for which the Company is entitled to an injunction shall be extended in for a period that equals the time period during which Executive is or has been in violation of the restrictions contained herein.

19.    Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    A-5

headquarters of the Company; (e) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

20.    Future Cooperation. In connection with any and all claims, disputes, negotiations, governmental, internal or other investigations, lawsuits, or administrative proceedings (the “Legal Matters”) involving the Company or any affiliate, or any of their current or former officers, employees or board members (collectively, the “Disputing Parties” and, individually, each a “Disputing Party”), Executive shall make himself reasonably available, upon reasonable notice from the Company and without the necessity of subpoena, to provide information and documents, provide declarations and statements regarding a Disputing Party, meet with attorneys and other representatives of a Disputing Party, prepare for and give depositions and testimony, and otherwise cooperate in the investigation, defense, and prosecution of any and all such Legal Matters, as may, in the good faith and judgment of the Company, be reasonably requested. The Company shall consult with Executive and make reasonable efforts to schedule such assistance so as not to materially disrupt Executive’s business and personal affairs. The Company shall reimburse all reasonable expenses incurred by Executive in connection with such assistance, including travel, meals, rental car, and hotel expenses, if any; provided such expenses are approved in advance by the Company and are documented in a manner consistent with expense reporting policies of the Company as may be in effect from time to time.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the dates set forth below their respective signatures below.

[_______________]	EXECUTIVE
By:    [Name] [Title] Date:	[Name] Date:

#847499v3_IMAN_ - Roe First Community Financial Employment Agreement    A-6

EX-10.3

FIRST COMMUNITY FINANCIAL

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is made and entered into as of the Effective Date, by and among FIRST COMMUNITY FINANCIAL PARTNERS, INC., FIRST COMMUNITY FINANCIAL BANK, and GLEN L. STITELEY. As used in this Agreement, capitalized terms have the meanings set forth in Section 21.

RECITALS

A.Executive has been employed by the Company.

B.The Company will consolidate its subsidiary banks into one wholly-owned institution (which will be the Bank) via simultaneous mergers (the “Bank Consolidation”).

C.Following the Bank Consolidation, the Employer desires to employ Executive pursuant to the terms of this Agreement and Executive desires to be employed by the Employer pursuant to such terms.

D.The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment with the Employer, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed, and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement and Executive’s employment with the Employer.

E.The Parties desire to enter into this Agreement as of the Effective Date and, to the extent provided herein, to have this Agreement supersede all prior employment agreements between the Parties, whether or not in writing, and to have any such prior employment agreements become null and void as of the Effective Date, in each case contingent upon the consummation of the Bank Consolidation.

AGREEMENT

In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree as follows:

1.Employment Period. The Employer shall employ Executive during the Employment Period and Executive shall remain in the employ of the Employer and provide services to the Employer during the Employment Period in accordance with the terms of this Agreement. The “Employment Period” shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date, unless sooner terminated as provided herein, provided that the Employment Period shall be extended automatically for one additional year beginning on the

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement

first anniversary of the Effective Date and on each anniversary thereafter unless either Party notifies the other Party, by written notice delivered no later than 90 days prior to such anniversary, that the Employment Period shall not be extended. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs during the Employment Period, this Agreement shall remain in effect for the two-year period immediately following the Change in Control and shall then terminate.

2.Duties. During the Employment Period, Executive shall devote Executive’s full business time, energy, and talent to serving as the Chief Financial Officer of the Bank, subject to the direction of the Chief Executive Officer of the Bank, and the Chief Financial Officer of the Company, subject to the direction of the Chief Executive Officer of the Company. Executive shall have the duties that are commensurate with Executive’s position(s) and any other duties that may be assigned to Executive by the Chief Executive Officer of the Company or the Bank, and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the extent such activities do not, in the judgment of the Company Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Employer or any Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Company Board.

3.Compensation and Benefits. During the Employment Period, while Executive is employed by the Employer, the Bank shall compensate Executive for Executive’s services as follows:

(a)Base Salary. Executive shall be paid a base salary at an annual rate of $162,750 (the “Annual Base Salary”), which shall be payable in accordance with the normal payroll practices of the Bank then in effect. Each year during the Employment Period, Executive’s Annual Base Salary shall be reviewed by the Compensation Committee for possible increase, but not decrease, with any such increase to be effective as of January 1 of the year of such adjustment; provided, however, that the first such review shall occur within 180 days following the Effective Date.

(b)Annual Bonus. Executive shall be eligible to receive performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Bank for each fiscal year ending during the Employment Period. Incentive Bonuses shall be established and determined in accordance with the Bank’s annual cash incentive plan, as may be in effect from time to time, or otherwise as determined by the Compensation Committee. Any Incentive Bonus shall be paid to Executive no later than two and one-half months after the close of the year in which it is earned, provided that any Incentive Bonus shall not be considered earned until the Compensation Committee has made all determinations and taken all actions necessary to establish such Incentive Bonus.

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    2

(c)Benefit Plans. Executive shall be eligible to participate, subject to the terms thereof, in all incentive plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives. During the Employment Period, Executive and Executive’s dependents, as the case may be, shall be eligible to participate, subject to the terms thereof, in all pension and similar benefit plans and all medical, dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives.

(d)Vacation. Executive shall be entitled to accrue paid vacation in accordance with and subject to the Bank’s vacation programs and policies as may be in effect from time to time, provided that the minimum number of paid vacation days Executive shall accrue per calendar year is 25 days.

(e)Business Reimbursements. Executive shall be eligible to be reimbursed by the Bank, on terms that are substantially similar to those that apply to other similarly situated and performing executives employed by the Bank, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging, and similar items that are consistent with the Bank’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the Bank’s business.

4.Rights upon Termination. This Agreement and Executive’s employment under this Agreement may be terminated for any of the reasons described in this Section 4. Executive’s right to benefits, if any, for periods after the Termination Date shall be determined in accordance with this Section 4:

(a)Minimum Benefits. If the Termination Date occurs during the Employment Period for any reason, Executive shall be entitled to the Minimum Benefits, in addition to any other benefits to which Executive may be entitled under the following provisions of this Section 4 or the express terms of any employee benefit plan or as required by law. Any benefits to be provided to Executive pursuant to this Section 4(a) shall be provided within 30 days after the Termination Date; provided, however, that any benefits, incentives or awards payable as described in Section 4(i) shall be provided in accordance with the terms of the applicable plan, program, or arrangement. Except as may expressly be provided to the contrary in this Agreement, nothing in this Agreement shall be construed as requiring Executive to be treated as employed by the Employer or an Affiliate following the Termination Date for purposes of any plan, program, or arrangement.

(b)Termination for Cause, Voluntary Resignation, or Non-Renewal. If the Termination Date occurs during the Employment Period and is a result of a Termination for Cause or a termination by Executive other than for Good Reason, or if this Agreement expires due to notice of non-renewal by either Party as provided under Section 1 or at the end of a Covered Period, then, other than the Minimum Benefits, Executive shall have no right to benefits under this Agreement (and the Employer and the Affiliates shall have no obligation to provide any such benefits) for periods after the Termination Date.

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    3

(c)Termination other than for Cause or Termination for Good Reason. If Executive’s employment is subject to a Termination other than during a Covered Period, then, in addition to the Minimum Benefits, the Bank shall provide Executive the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in 24 substantially equal semi-monthly installments, with each successive payment being due on the semi-monthly anniversary of the Termination Date.

(ii)To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date.

(iii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e).

(d)Termination upon a Change in Control. If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Bank shall provide Executive the following benefits:

(i)On the 45th day following the Termination Date, the Bank shall pay Executive a lump sum payment in an amount equal to the Severance Amount.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(e)Medical and Dental Benefits. If Executive’s employment is subject to a Termination, to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Bank (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Bank shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination for a period of 12 months immediately following the Termination, such that Executive shall be required to pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Employer during such period (with such monthly amount payable by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    4

and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Bank and the Affiliates shall not exceed the cost for continued COBRA coverage under the Bank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Bank (or Affiliate) plan benefits, the Bank’s and the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

(f)Termination Due to Executive’s Death. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s death, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)The Bank shall pay to Executive’s heirs, estate, or personal representative, as may be applicable, a lump sum amount equal to 50% of Executive’s Annual Base Salary as of the time of Executive’s death, within 90 days following Executive’s death.

(ii)Executive’s dependents, as may be applicable, shall be entitled to the benefits provided in Section 4(e), provided that such benefits shall be paid for by the Bank, such that Executive’s dependents shall not be required to pay the same amount as Executive would pay if Executive continued in employment with the Employer during the 12-month period described in Section 4(e).

(g)Termination Due to Executive’s Disability. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s Disability, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, the Bank shall pay to Executive a lump sum amount equal to 100% of Executive’s Annual Base Salary as of such Termination Date.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(iii)During the 12 months immediately following the Termination Date, Executive and Executive’s dependents, as may be applicable, shall continue to be eligible to participate, subject to the terms thereof, in all disability and life insurance plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as immediately prior to the Termination Date.

(h)Golden Parachute Payment Adjustment.

(i)If the value of any payment or other benefit Executive would receive in connection with a Change in Control (the “Benefit”) would (A) constitute a “parachute payment” within the meaning of Code Section 280G, and (B) but for this sentence, be subject

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    5

to the Excise Tax, then the Benefit shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (1) the largest portion of the Benefit that would result in no portion of the Benefit being subject to the Excise Tax or (2) the largest portion, up to and including the total, of the Benefit, whichever amount, after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Benefit notwithstanding that all or some portion of the Benefit may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Benefit equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to the Bank’s approval if made on or after the date on which the event that triggers the Benefit occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of Executive’s stock awards unless Executive elects in writing a different order for cancellation.

(ii)The accounting firm engaged by the Bank for general audit purposes as of the day prior to the effective date of the Change in Control shall perform any calculations necessary in connection with this Section 4(h). If the accounting firm so engaged by the Bank is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Bank shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Bank shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

(iii)The accounting firm engaged to make the determinations under this Section 4(h) shall provide its calculations, together with detailed supporting documentation, to the Parties within 15 calendar days after the date on which Executive’s right to a Benefit is triggered (if requested at that time by Executive or the Bank) or such other time as requested by Executive or the Bank. If the accounting firm determines that no Excise Tax is payable with respect to a Benefit, it shall furnish the Parties with an opinion reasonably acceptable to the Bank that no Excise Tax will be imposed with respect to such Benefit. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Parties, except as set forth below.

(iv)If, notwithstanding any reduction described in this Section 4(h), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Executive shall be obligated to pay back to the Bank, within 30 days after a final IRS determination, or, in the event Executive challenges the final IRS determination, within 30 days after a final judicial determination, a portion of the payment equal to the Repayment Amount. The “Repayment Amount” with respect to the payment of benefits shall be the smallest amount, if any, required to be paid to the Bank so that Executive’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    6

on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be $0 if a Repayment Amount of more than $0 would not result in Executive’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 4(h), Executive shall pay the Excise Tax.

(v)Notwithstanding any other provision of this Section 4(h), if (A) there is a reduction in the payment of benefits as described in this Section 4(h), (B) the IRS later determines that Executive is liable for the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated as if Executive’s benefits had not previously been reduced), and (C) Executive pays the Excise Tax, then the Bank shall pay to Executive those benefits that were reduced pursuant to Section 4(h) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of benefits is maximized.

(i)Other Benefits.

(i)Executive’s rights following a termination of employment with the Employer and the Affiliates for any reason with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Bank or the Affiliates, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein.

(ii)Except as specifically provided herein, the Bank and the Affiliates shall have no further obligations to Executive under this Agreement following Executive’s termination of employment for any reason.

(j)Removal from any Boards and Positions. Upon Executive’s termination of employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member, from any board to which Executive has been appointed or nominated by or on behalf of the Employer or an Affiliate, (ii) from each position with the Employer and the Affiliates, including as an officer of the Employer or the Affiliates, and (iii) as a fiduciary of any employee benefit plan of the Employer or the Affiliates.

(k)Regulatory Suspension and Termination.

(i)If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings, provided that if the charges in such notice are dismissed, the Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    7

whole or in part any of its and the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A.

(ii)If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iii)If the Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Employer under this Agreement shall terminate as of the date of default, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iv)All obligations of the Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA, or when the Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(v)Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

(l)Clawback. Notwithstanding any provision of this Agreement to the contrary, if any Severance Restrictions require the recapture or “clawback” of any Severance Amount paid to Executive under this Agreement, Executive shall repay to the Bank the aggregate amount of any such payments, with such repayment to occur no later than 30 days following Executive’s receipt of a written notice from the Bank indicating that payments received by Executive under this Agreement are subject to recapture or clawback pursuant to the Severance Restrictions.

(m)TARP. Notwithstanding any provision of this Agreement to the contrary, if the Bank is, as a result of its or any Affiliate’s participation in TARP, prohibited from paying or providing to Executive any of the benefits described herein, Executive shall have no further right to receive, and shall forever waive and discharge any claim against the Employer or any respective directors, officers, employees, and agents with respect to, any such benefits, and Executive shall not be entitled to any other compensation or benefit in lieu thereof. Further, to the extent Executive is or becomes subject to the “claw-back” provisions of Section 111(b)(3)(B) of the EESA as a result of the Bank’s or any Affiliate’s participation in TARP, Executive shall repay to the Bank, within 15 business days of notification in writing that such amounts are required to be repaid pursuant to such claw-back provisions, any amounts of incentive compensation paid to Executive if it is later determined that such payments were based on materially inaccurate financial statements or performance metrics, or such claw-back is otherwise required by the Treasury pursuant to its authority under TARP. If the Bank notifies Executive in writing that benefits received by Executive hereunder are in violation of the EESA, Executive shall repay the aggregate amount of such payments

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    8

to the Bank no later than 15 business days following Executive’s receipt of such notice. If Executive does not repay any such amounts within such 15-day periods, Executive shall be liable for any costs incurred by the Bank, including reasonable legal fees, in pursuing repayment of any such amounts.

5.Release. Notwithstanding any provision of this Agreement to the contrary, no benefits owed to Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) under Section 4(c), 4(d), 4(e), 4(f),or 4(g) (other than the Minimum Benefits) shall be provided to Executive unless Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) executes (without subsequent revocation) and delivers to the Bank a Release within 21 days (or such longer period to the extent required by applicable law) following the Termination Date.

6.Restrictive Covenants. Executive acknowledges that Executive has been and will continue to be provided intimate knowledge of the business practices, trade secrets, and other confidential and proprietary information of the Employer and the Affiliates (including the Confidential Information), which, if exploited by Executive, would seriously, adversely, and irreparably affect the interests of the Employer and the Affiliates and the ability of each to continue its business.

(a)Confidential Information. Executive acknowledges that, during the course of Executive’s employment with the Employer, Executive may produce and have access to Confidential Information. Executive shall not directly or indirectly use, disclose, copy, or make lists of Confidential Information for the benefit of anyone other than the Employer, either during or after Executive’s employment with the Employer, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by law, or otherwise as reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties hereunder. If Executive receives a subpoena or other court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Employer or the Affiliates, or Executive’s activities in connection with the business of the Employer or the Affiliates, Executive shall immediately notify the Employer of such subpoena, court order, or other requirement and deliver forthwith to the Employer a copy thereof and any attachments and non-privileged correspondence related thereto. Executive shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. Executive shall abide by the Employer’s and the Affiliates’ policies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and the Affiliates; in this regard, Executive shall not directly or indirectly render services to any person or entity where Executive’s service would involve the use or disclosure of Confidential Information. Executive shall not use any Confidential Information to guide Executive in searching publications or other publicly available information, selecting a series of items of knowledge from unconnected sources, and fitting them together to claim that Executive did not violate any terms set forth in this Agreement.

(b)Documents and Property.

(iii)All records, files, documents, and other materials or copies thereof relating to the business of the Employer or the Affiliates that Executive prepares, receives,

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    9

or uses shall be and remain the sole property of the Employer and, other than in connection with the performance by Executive of Executive’s duties hereunder, shall not be removed from the premises of the Employer or the Affiliates without the Employer’s prior written consent, and shall be immediately returned to the Employer upon Executive’s termination of employment for any reason, together with all copies (including copies or recordings in electronic form), abstracts, notes, or reproductions of any kind made from or about the records, files, documents, or other materials. Executive shall disclose to the Employer all computer and internet user identifications and passwords used by Executive in the course of Executive’s performance of Executive’s duties hereunder or necessary for accessing information on the Employer’s or the Affiliates’ computer systems upon Executive’s termination of employment for any reason.

(iv)Executive acknowledges that Executive’s access to and permission to use the Employer’s computer systems, networks, and equipment, and all Employer and Affiliate information contained therein, is restricted to legitimate business purposes on behalf of the Employer. Any other access to or use of such systems, network, equipment, and information is without authorization and is prohibited. The restrictions contained in this Section 6(b) extend to any personal computers or other electronic devices of Executive that are used for business purposes relating to the Employer and the Affiliates (including smart phones, PDAs, digital tablets, or other portable electronic devices). Executive shall not transfer any Employer or Affiliate information to any personal computer or other electronic device that is not otherwise used for any business purpose relating to the Employer or an Affiliate. Upon the termination of Executive’s employment with the Employer for any reason, Executive’s authorization to access and permission to use the Employer’s and the Affiliates’ computer systems, networks, and equipment, and any Employer and Affiliate information contained therein, shall cease.

(c)Non-Solicitation. As an essential ingredient of and in consideration of this Agreement, the Bank’s agreement to pay the compensation described herein, and Executive’s employment with the Employer, Executive shall not, during Executive’s employment or during the Restricted Period, whether the termination of Executive’s employment occurs during the Employment Period or thereafter, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):

(i)(A) Induce or attempt to induce any employee of the Employer or an Affiliate to leave the employ of the Employer or an Affiliate; (B) in any way interfere with the relationship between the Employer or an Affiliate and any employee of the Employer or an Affiliate; or (C) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Employer or an Affiliate to cease doing business with the Employer or an Affiliate or in any way interfere with the relationship between the Employer or an Affiliate and their respective customers, suppliers, licensees, or other business relations.

(ii)Solicit the business of any person or entity known to Executive to be a customer of the Employer or an Affiliate, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    10

with, or had made Substantial Business Efforts with respect to, such person or entity, with respect to products, activities, or services that compete in whole or in part with the products, activities, or services of the Employer or an Affiliate.

Notwithstanding any provision of this Agreement to the contrary, in the event Executive’s employment is subject to a Termination and the Bank, as a result of its or any Affiliate’s participation in TARP, is prohibited from providing to Executive all benefits under Section 4(c), 4(d), and 4(e), the Restrictive Covenant shall not apply.

(d)Works Made for Hire Provisions. The Parties acknowledge that all work performed by Executive for the Employer or an Affiliate shall be deemed a work made for hire. The Employer shall at all times own and have exclusive right, title, and interest in and to all Confidential Information and Inventions, and the Employer shall retain the exclusive right to license, sell, transfer, and otherwise use and dispose of the same. All enhancements of the technology of the Employer or an Affiliate that are developed by Executive shall be the exclusive property of the Employer. Executive hereby assigns to the Employer any right, title, and interest in and to all Inventions that Executive may have, by law or equity, without additional consideration of any kind whatsoever from the Employer or an Affiliate. Executive shall execute and deliver any instruments or documents and do all other things (including the giving of testimony) requested by the Employer (both during and after the termination of Executive’s employment with the Employer) in order to vest more fully in the Employer or an Affiliate all ownership rights in the Inventions (including obtaining patent, copyright, or trademark protection therefore). To the extent required by applicable state statute, this Section 6(d) shall not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Employer or an Affiliate was used and that was developed entirely on Executive’s own time, unless the Invention (i) relates to the business of the Employer or an Affiliate or to the Employer’s or an Affiliate’s actual or demonstrably anticipated research or development or (ii) results from any work performed by Executive for the Employer or an Affiliate.

(e)Remedies for Breach of Restrictive Covenants. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges that the covenants contained in this Section 6 are reasonable with respect to their duration, geographical area, and scope. Executive further acknowledges that the restrictions contained in this Section 6 are reasonable and necessary for the protection of the legitimate business interests of the Employer and the Affiliates, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Employer and the Affiliates and such interests, and that such restrictions were a material inducement to the Employer to enter into this Agreement. In the event of any violation or threatened violation of the restrictions contained in this Section 6, the Employer and the Affiliates, in addition to and not in limitation of, any other rights, remedies, or damages available under this Agreement or otherwise at law or in equity, (i) shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive, as the case may be, without any requirement that the Employer or an Affiliate post bond and (ii) shall be relieved of any obligation to pay or provide any amounts or benefits pursuant to this Agreement. If Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    11

obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant; accordingly, the Restrictive Covenant shall be deemed to have the duration specified herein computed from the date the relief is granted but reduced by the time between the period when the Restricted Period began to run and the date of the first violation of the Restrictive Covenant by Executive.

(f)Other Agreements. In the event of the existence of another agreement between the Parties that (i) is in effect during the Restricted Period, and (ii) contains restrictive covenants that conflict with any of the provisions of this Section 6, then the more restrictive of such provisions from the two agreements shall control for the period during which both agreements would otherwise be in effect.

7.No Set-Off; No Mitigation. Except as provided herein, the Employer’s obligation to provide benefits under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including any set-off, counterclaim, recoupment, defense, or other right the Employer may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

8.Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Employer, First Community Financial Partners, Inc.; Attention: Chairman of the Board of Directors; 2801 Black Road; Joliet, Illinois 60435; and if to Executive, to Executive’s most recent address in the Employer’s records; or, in each respective case, to such other address as either Party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt.

9.Indemnification.

(a)Insurance. The Bank shall provide Executive (including Executive’s heirs, personal representatives, executors, and administrators) during the Employment Period with coverage under a directors’ and officers’ liability insurance policy at its expense.

(b)Hold Harmless. In addition to the insurance coverage provided for in this Section 9, the Employer shall hold harmless and indemnify Executive (and Executive’s heirs, personal representatives, executors, and administrators) to the fullest extent permitted under applicable law, but also subject to the limits of applicable law, against all expenses and liabilities reasonably incurred by Executive in connection with or arising out of any action, suit, or proceeding in which Executive may be involved by reason of having been an officer of the Employer (whether or not Executive continues to be an officer at the time of incurring such expenses or liabilities), with such expenses and liabilities to include judgments, court costs, and attorneys’ fees and the cost of reasonable settlements.

(c)Advancement of Expenses. If Executive becomes a party, or is threatened to be made a party, to any action, suit, or proceeding for which the Employer has agreed to provide

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    12

insurance coverage or indemnification under this Section 9, the Bank shall, to the full extent permitted under applicable law, advance all expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement, or appeal of any threatened, pending, or completed action, suit, or proceeding, subject to receipt by the Bank of a written undertaking from Executive: (i) to reimburse the Bank for all Expenses actually paid by the Bank to or on behalf of Executive if it shall be ultimately determined that Executive is not entitled to indemnification by the Bank for such Expenses; and (ii) to assign to the Bank all rights of Executive to indemnification, under any policy of directors’ and officers’ liability insurance or otherwise, to the extent of the amount of Expenses actually paid by the Bank to or on behalf of Executive.

10.Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Illinois applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction.

11.Mandatory Arbitration. Except as provided in Section 6(e), if any dispute or controversy arises under or in connection with this Agreement, and such dispute or controversy cannot be settled through negotiation, the Parties shall first try in good faith to settle the dispute or controversy by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If such mediation is not successful, the dispute or controversy shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The FDIC may appear at any arbitration hearing but any decision made thereunder shall not be binding on the FDIC.

12.Equitable Relief. Notwithstanding Section 11, either Party may file a request with a court of competent jurisdiction for equitable relief, including injunctive relief, pending resolution of any claim through the arbitration procedure set forth herein; provided, however, that in such cases, the trial on the merits of the claims shall occur in front of, and shall be decided by, the arbitrator, who shall have the same ability to order legal or equitable remedies as could a court of general jurisdiction.

13.Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect. The various covenants and provisions of this Agreement are intended to be severable and to constitute independent and distinct binding obligations. Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent permitted by law, and such scope may be judicially modified accordingly.

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    13

14.Withholding of Taxes. The Employer may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as may be required pursuant to any law, governmental regulation, or ruling.

15.No Assignment. Executive’s right to receive benefits under this Agreement shall not be assignable or transferable whether by pledge, creation of a security interest, or otherwise, other than a transfer by will or by the laws of descent or distribution. In the event of any attempted assignment or transfer contrary to this Section 15, the Employer and the Affiliates shall have no liability to pay any amount so attempted to be assigned or transferred. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

16.Successors. This Agreement shall be binding upon and inure to the benefit of the Employer, its successors, and assigns.

17.Legal Fees. In the event that either Party commences mediation, arbitration, litigation, or any similar action to enforce or protect such Party’s rights in accordance with and under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and other costs (including the costs of experts, evidence, and counsel) relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

18.Amendment. This Agreement may not be amended or modified except by written agreement signed by the Parties.

19.Code Section 409A.

(a)To the extent any provision of this Agreement or action by the Employer would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Employer. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Employer to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    14

(b)Notwithstanding any provision of this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein.

20.Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Bank; (e) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

21.Definitions. As used in this Agreement, the terms defined in this Section 21 have the meanings set forth below.

(a)“1934 Act” means the Securities Exchange Act of 1934.

(b)“Affiliate” means each Business Entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company or the Bank, where “control” means (i) the ownership of more than 50% of the Voting Securities or other voting or equity interests

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    15

of any Business Entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Business Entity.

(c)“Agreement” means this employment agreement, made and entered into as of the Effective Date, by and between the Parties.

(d)“Annual Base Salary” has the meaning set forth in Section 3(a).

(e)“Average Incentive Bonus” means the average of Incentive Bonuses determined for the immediately preceding three completed fiscal-year performance periods of the Bank; provided, however, that if an Incentive Bonus has not yet been determined for a previously completed fiscal year performance period as of the Termination Date, then Target Bonus shall be used with respect to such fiscal year for purposes of calculating the Average Incentive Bonus. For purposes of calculating the Average Incentive Bonus, fiscal years for which no bonus was determined to have been earned shall be included in the calculation of the three-year average.

(f)“Bank” means First Community Financial Bank.

(g)“Bank Board” means the Board of Directors of the Bank.

(h)“Bank Consolidation” has the meaning set forth in the Recitals.

(i)“Base Compensation” means the amount equal to the sum of (i) the greater of Executive’s then-current Annual Base Salary or Executive’s Annual Base Salary as of the date one day prior to the Change in Control, and (ii) the Average Incentive Bonus.

(j)“Benefit” has the meaning set forth in Section 4(h)(i).

(k)“Business Entity” means any corporation, partnership, limited liability company, joint venture, association, partnership, business trust, or other business entity.

(l)“CEO” means the Chief Executive Officer of the Company.

(m)“Change in Control” means the first to occur of the following:

(i)The consummation of the acquisition by any “person” (as such term is defined in Section 13(d) or 14(d) of the 1934 Act) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 50% of the combined voting power of the then outstanding Voting Securities of the Company;

(ii)During any 12-month period, the individuals who, as of the Effective Date, are members of the Company Board cease for any reason to constitute a majority of the Company Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of a majority of the Company Board, in which case such new director shall, for purposes of this Agreement, be considered as a member of the Company Board; or

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    16

(iii)The consummation by the Company of: (A) a merger or consolidation if the Company’s shareholders immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation; or (B) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, the Company.

Notwithstanding any provision of this definition to the contrary, a Change in Control shall not be deemed to have occurred solely because more than 50% of the combined voting power of the then outstanding securities of the Company are acquired by (A) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or an Affiliate or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the Company’s shareholders in the same proportion as their ownership of stock immediately prior to such acquisition.

Further notwithstanding any provision of this definition to the contrary, in the event that any amount or benefit under this Agreement constitutes deferred compensation under Code Section 409A and the settlement of or distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” under Code Section 409A.

(n)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

(o)“Code” means the Internal Revenue Code of 1986.

(p)“Company” means First Community Financial Partners, Inc.

(q)“Company Board” means the Board of Directors of the Company.

(r)“Compensation Committee” means the Compensation Committee of the Company Board.

(s)“Confidential Information” means confidential or proprietary non-public information concerning the Employer or the Affiliates, including research, development, designs, formulae, processes, specifications, technologies, marketing materials, financial and other information concerning customers and prospective customers, customer lists, records, data, computer programs, source codes, object codes, database structures, trade secrets, proprietary business information, pricing and profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation, and other information not generally available to the public.

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    17

(t)“Covered Period” means the period beginning six months prior to a Change in Control and ending on the date that is 24 months after the Change in Control.

(u)“Disability” means that (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Bank.

(v)“EESA” means the Emergency Economic Stabilization Act of 2008.

(w)“Effective Date” means the date of consummation of the Bank Consolidation.

(x)“Employer” means the Company and the Bank.

(y)“Employment Period” has the meaning set forth in Section 1.

(z)“Excise Tax” means the excise tax imposed under Code Section 4999.

(aa)“Executive” means Glen L. Stiteley.

(bb)“Expenses” has the meaning set forth in Section 9(c).

(cc)“FDIA” means the Federal Deposit Insurance Act.

(dd)“FDIC” means the Federal Deposit Insurance Corporation.

(ee)“Good Reason” means the occurrence of any one of the following events, unless Executive agrees in writing that such event shall not constitute Good Reason:

(i)A material and adverse change in the nature, scope, or status of Executive’s position, authorities, or duties from those in effect in accordance with Section 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(ii)A material reduction in Executive’s Annual Base Salary or target Incentive Bonus opportunity, or a material reduction in Executive’s aggregate benefits or other compensation plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(iii)A relocation of Executive’s primary place of employment of more than 25 miles from Executive’s primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than prior to the Covered Period;

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    18

(iv)The failure by an acquirer to assume this Agreement at the time of a Change in Control; or

(v)A material breach by the Employer of this Agreement.

Notwithstanding any provision of this definition to the contrary, (A) prior to Executive’s Termination for Good Reason, Executive must give the Employer written notice of the existence of any condition set forth in a clause immediately above within 90 days of its initial existence and the Employer shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Employer cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason.

(ff)“Incentive Bonus” has the meaning set forth in Section 3(b).

(gg)“Inventions” means all systems, procedures, techniques, manuals, databases, plans, lists, inventions, trade secrets, copyrights, patents, trademarks, discoveries, innovations, concepts, ideas, and software conceived, compiled, or developed by Executive in the course of Executive’s employment with the Employer and/or comprised, in whole or part, of Confidential Information. Notwithstanding the foregoing sentence, Inventions shall not include: (i) any inventions independently developed by Executive and not derived, in whole or part, from any Confidential Information or (ii) any invention made by Executive prior to Executive’s exposure to any Confidential Information.

(hh)“IRS” means the United States Internal Revenue Service.

(ii)“Minimum Benefits” means, as applicable, the following:

(i)Executive’s earned but unpaid Annual Base Salary for the period ending on the Termination Date;

(ii)Executive’s earned but unpaid Incentive Bonus, if any, for any completed fiscal year preceding the Termination Date; provided, however, that Executive shall not be entitled to any Incentive Bonus in the event of a Termination for Cause;

(iii)Executive’s accrued but unpaid vacation pay for the period ending on the Termination Date;

(iv)Executive’s unreimbursed business expenses through and including the Termination Date, provided that all required submissions for expense reimbursement are made in accordance with the Bank’s expense reimbursement policy and within 15 days following the Termination Date; and

(v)The benefits, incentives, and awards described in Section 4(i)(i).

(jj)“Parties” means the Employer and Executive.

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    19

(kk)“Prior Employer” means the Company.

(ll)“Reduced Amount” has the meaning set forth in Section 4(h)(i).

(mm)“Release” means a general release and waiver substantially in the form attached as Exhibit A.

(nn)“Repayment Amount” has the meaning set forth in Section 4(h)(i).

(oo)“Restricted Period” means a period of 12 months immediately following the termination of Executive’s employment for any reason, whether such termination occurs during the Employment Period or thereafter.

(pp)“Restrictive Covenant” has the meaning set forth in Section 6(c).

(qq)“Severance Amount” means an amount equal to 100% of Executive’s Base Compensation as of the respective Termination.

(rr)“Severance Restrictions” means any applicable statute, law, regulation, or regulatory interpretation or other guidance, including FIL-66-2010 and any related FDIC guidance, that would require the Employer or any Affiliate to seek or demand repayment or return of any payments made to Executive for any reason, including the Employer, an Affiliate or their successors later obtaining information indicating that Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. 359.4(a)(4).

(ss)“Specified Employee” means any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee, Executive shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of the identification period. For purposes of determining whether Executive is a key employee, “compensation” means Executive’s W-2 compensation as reported by the Bank for a particular calendar year.

(tt)“Substantial Business Efforts” means marketing, promotional, purchasing, sales, or solicitation activities undertaken on behalf of the Employer or an Affiliate, which include (i) in person and voice communications and (ii) either or both of (A) delivery of a quote, bid, proposal, or request for any of the foregoing or (B) visits to the site of the actual or potential business development and other similar meetings or visits (conducted alone or with other employees of the Employer or an Affiliate), where such activities would enjoy a reasonable prospect of success in the absence of any breach of this Agreement.

(uu)“Target Bonus” means Executive’s target Incentive Bonus for the applicable fiscal year performance period, if one is used, and if not, the Target Bonus shall be determined based upon the mid-point between the maximum Incentive Bonus and the threshold Incentive Bonus for

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    20

the applicable fiscal year performance period, with the threshold bonus based upon the first level of performance for which some amount of Incentive Bonus would be payable.

(vv)“TARP” means the Treasury’s Troubled Asset Relief Program/Capital Purchase Program.

(ww)“Termination” means a termination of Executive’s employment with the Employer and all Affiliates during the Employment Period either:

(i)By the Employer, other than (A) a Termination for Cause or (B) a termination as a result of Executive’s death or Disability; or

(ii)By Executive for Good Reason.

(xx)“Termination Date” means the date of termination (whether or not such termination constitutes a Termination) of Executive’s employment with the Employer and all Affiliates.

(yy)“Termination for Cause” means a termination of Executive’s employment by the Employer as a result of any of the following (in each case as determined by the CEO):

(i)Executive’s willful and continuing failure to perform Executive’s obligations hereunder, which failure is not remedied within five business days after receipt of written notice of such failure from the Employer;

(ii)Executive’s conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or any state thereof;

(iii)Executive’s breach of fiduciary responsibility;

(iv)An act of dishonesty by Executive that has a material adverse effect on the Employer or an Affiliate;

(v)Executive’s engagement in one or more unsafe or unsound banking practices that have a material adverse effect on the Employer or an Affiliate;

(vi)Executive’s removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law;

(vii)A material breach by Executive of this Agreement;

(viii)An act or omission by Executive that has a material adverse effect on the Employer or an Affiliate in the community; or

(ix)A material breach of Employer policies as may be in effect from time to time.

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    21

Further, a Termination for Cause shall be deemed to have occurred if, after the termination of Executive’s employment with the Employer and any Affiliate, facts and circumstances arising during the course of such employment are discovered that would have warranted a Termination for Cause.

Further, with respect to clauses (i), (iii), (iv), (vii), (viii), and (ix) of this definition, Executive shall be entitled to at least 30 days’ prior written notice of the Employer’s intention to terminate Executive’s employment in a Termination for Cause, which notice shall specify the grounds for the Termination for Cause; and Executive shall be provided a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for the Termination for Cause, and a reasonable opportunity to present to the CEO Executive’s position regarding any dispute relating to the existence of any grounds for Termination for Cause.

Further, all rights Executive has or may have under this Agreement shall be suspended automatically during the pendency of any investigation by the CEO or the CEO’s designee or during any negotiations between the CEO or the CEO’s designee and Executive regarding any actual or alleged act or omission by Executive of the type that would warrant a Termination for Cause and such suspension shall not give rise to a claim of Good Reason by Executive.

(zz)“Treasury” means the United States Department of the Treasury.

([[)“Voting Securities” means any securities that ordinarily possess the power to vote in the election of directors without the happening of any precondition or contingency.

22.Survival. The provisions of Section 6 shall survive the termination of this Agreement.

[Signature page follows]

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    22

IN WITNESS WHEREOF, each of the Company and the Bank has caused this Agreement to be executed in its name and on its behalf, and Executive acknowledges understanding and acceptance of, and agrees to, the terms of this Agreement, all as of the Effective Date.

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

By: /s/ Patrick J. Roe

Print Name: Patrick J. Roe

Title: President & COO

FIRST COMMUNITY FINANCIAL BANK

By: /s/ Roy C. Thygesen

Print Name: Roy C. Thygesen

Title: Chief Executive Officer

EXECUTIVE

By: /s/ Glen Stiteley

Glen L. Stiteley

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    23

EXHIBIT A

AGREEMENT AND RELEASE AND WAIVER

This AGREEMENT AND RELEASE AND WAIVER (“Agreement”) is made and entered into by and between [_______________] (the “Company”) and [_______________] (“Executive”).

WHEREAS, Executive and the Company desire to settle fully and amicably all issues between them, including any issues arising out of Executive’s employment with the Company and the termination of that employment; and

WHEREAS, Executive and the Company are parties to that certain Employment Agreement, made and entered into as of [_______________], as amended (the “Employment Agreement”).

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, Executive and the Company (collectively, the “Parties” and, individually, each a “Party”), intending to be legally bound, hereby agree as follows:

1.    Termination of Employment. Executive’s employment with the Company shall terminate effective as of the close of business on [_______________] (the “Termination Date”).

2.    Compensation and Benefits. Subject to the terms of this Agreement, the Company shall compensate Executive under this Agreement as follows (collectively, the “Severance Payments”):

(a)    Severance Amount. [_______________].

(b)    Accrued Salary and Vacation. Executive shall be entitled to a lump sum payment in an amount equal to Executive’s earned but unpaid annual base salary and vacation pay for the period ending on the Termination Date, with such payment to be made on the first payroll date following the Termination Date.

(c)    COBRA Benefits. [_______________].

(d)    Executive Acknowledgement. Executive acknowledges that, subject to fulfillment of all obligations provided for herein, Executive has been fully compensated by the Company, including under all applicable laws, and that nothing further is owed to Executive with respect to wages, bonuses, severance, other compensation, or benefits. Executive further acknowledges that the Severance Payments (other than (b) above) are consideration for Executive’s promises contained in this Agreement, and that the Severance Payments are above and beyond any wages, bonuses, severance, other compensation, or benefits to which Executive is entitled from the Company under the terms of Executive’s employment or under any other contract or law that Executive would be entitled to absent execution of this Agreement.

(e)    Withholding. The Severance Payments shall be treated as wages and subject to all taxes and other payroll deductions required by law.

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    A-1

3.    Termination of Benefits. Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

4.    Release of Claims and Waiver of Rights. Executive, on Executive’s own behalf and that of Executive’s heirs, executors, attorneys, administrators, successors, and assigns, fully releases and discharges the Company, its predecessors, successors, parents, subsidiaries, affiliates, and assigns, and its and their directors, officers, trustees, employees, and agents, both in their individual and official capacities, and the current and former trustees and administrators of each retirement and other benefit plan applicable to the employees and former employees of the Company, both in their official and individual capacities (the “Releasees”) from all liability, claims, demands, and actions Executive now has, may have had, or may ever have, whether currently known or unknown, as of or prior to Executive’s execution of this Agreement (the “Release”), including liability claims, demands, and actions:

(a)    Arising from or relating to Executive’s employment or other association with the Company, or the termination of such employment,

(b)    Relating to wages, bonuses, other compensation, or benefits,

(c)    Relating to any employment or change in control contract,

(d)    Relating to any employment law, including

(i) The United States and State of Illinois Constitutions,

(ii) The Civil Rights Act of 1964,

(iii) The Civil Rights Act of 1991,

(iv) The Equal Pay Act,

(v) The Employee Retirement Income Security Act of 1974,

(vi) The Age Discrimination in Employment Act (the “ADEA”),

(vii) The Americans with Disabilities Act,

(viii) Executive Order 11246, and

(ix) Any other federal, state, or local statute, ordinance, or regulation relating to employment,

(e)    Relating to any right of payment for disability,

(f)    Relating to any statutory or contractual right of payment, and

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    A-2

(g)    For relief on the basis of any alleged tort or breach of contract under the common law of the State of Illinois or any other state, including defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, and negligence.

Executive acknowledges that Executive is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Executive waives, surrenders, and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction, including the State of Illinois.

5.    Exclusions from General Release. Excluded from the Release are any claims or rights that cannot be waived by law, as well as Executive’s right to file a charge with an administrative agency or participate in any agency investigation. Executive is, however, waiving the right to recover any money in connection with a charge or investigation. Executive is also waiving the right to recover any money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency.

6.    Covenant Not to Sue.

(a)    A “covenant not to sue” is a legal term that means Executive promises not to file a lawsuit in court. It is different from the release of claims and waiver of rights contained in Section 4 above. Besides waiving and releasing the claims covered by Section 4 above, Executive shall never sue the Releasees in any forum for any reason covered by the Release. Notwithstanding this covenant not to sue, Executive may bring a claim against the Company to enforce this Agreement, to challenge the validity of this Agreement under the ADEA or for any claim that arises after execution of this Agreement. If Executive sues any of the Releasees in violation of this Agreement, Executive shall be liable to them for their reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other litigation costs incurred in defending against Executive’s suit. In addition, if Executive sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all but a sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the promises and covenants in this Agreement. In that event, the Company shall have no obligation to make any further Severance Payments.

(b)    If Executive has previously filed any lawsuit against any of the Releasees, Executive shall immediately take all necessary steps and execute all necessary documents to withdraw or dismiss such lawsuit to the extent Executive’s agreement to withdraw, dismiss, or not file a lawsuit would not be a violation of any applicable law or regulation.

7.    Representations by Executive. Executive warrants that Executive is legally competent to execute this Agreement and that Executive has not relied on any statements or explanations made by the Company or its attorneys. Executive acknowledges that Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release. Executive acknowledges that Executive has been offered at least 21 days to consider this Agreement. After being so advised, and without coercion of any kind, Executive freely, knowingly, and voluntarily enters into this Agreement. Executive acknowledges that Executive may revoke this Agreement within seven days after Executive

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    A-3

has signed this Agreement and acknowledges understanding that this Agreement shall not become effective or enforceable until seven days after Executive has signed this Agreement (the “Effective Date”), as evidenced by the date set forth below Executive’s signature on the signature page hereto. Any revocation must be in writing and directed to [_______________]. If sent by mail, any revocation must be postmarked within the seven-day period described above and sent by certified mail, return receipt requested.

8.    Restrictive Covenants. Section 6 of the Employment Agreement (entitled “Restrictive Covenants”), shall continue in full force and effect as if fully restated herein.

9.    Non-Disparagement. Executive shall not engage in any disparagement or vilification of the Releasees, and shall refrain from making any false, negative, critical, or disparaging statements, implied or expressed, concerning the Releasees, including regarding management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees. Executive shall do nothing that would damage the Company’s business reputation or goodwill.

10.    Company Property.

(a)    Executive shall return to the Company all information, property, and supplies belonging to the Company or any of its affiliates, including any confidential or proprietary information, Company autos, keys (for equipment or facilities), laptop computers and related equipment, cellular phones, smart phones or PDAs (including SIM cards), security cards, corporate credit cards, and the originals and all copies of all files, materials, and documents (whether in tangible or electronic form) containing confidential or proprietary information or relating to the business of the Company or any of its affiliates.

(b)    Executive shall not, at any time on or after the Termination Date, directly or indirectly use, access, or in any way alter or modify any of the databases, e-mail systems, software, computer systems, or hardware or other electronic, computerized, or technological systems of the Company or any of its affiliates. Executive acknowledges that any such conduct by Executive would be illegal and would subject Executive to legal action by the Company, including claims for damages and/or appropriate injunctive relief.

11.    No Admissions. The Company denies that the Company or any of its affiliates, or any of their employees or agents, has taken any improper action against Executive, and this Agreement shall not be admissible in any proceeding as evidence of improper action by the Company or any of its affiliates or any of their employees or agents.

12.    Confidentiality of Agreement. Executive shall keep the existence and the terms of this Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax advisors in connection with services related hereto and except as may be required by law or in connection with the preparation of tax returns.

13.    Non-Waiver. The Company’s waiver of a breach of this Agreement by Executive shall not be construed or operate as a waiver of any subsequent breach by Executive of the same or of any other provision of this Agreement.

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    A-4

14.    Applicable Law; Mandatory Arbitration and Equitable Relief. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by Sections 10, 11, and 12 of the Employment Agreement as if restated herein in their entirety.

15.    Legal Fees. In the event that either Party commences mediation, arbitration, or litigation to enforce or protect such Party’s rights under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other costs relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

16.    Entire Agreement. This Agreement sets forth the entire agreement of the Parties regarding the subject matter hereof, and shall be final and binding as to all claims that have been or could have been advanced on behalf of Executive pursuant to any claim arising out of or related in any way to Executive’s employment with the Company and the termination of that employment.

17.    Successors. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns.

18.    Enforcement. The provisions of this Agreement shall be regarded as divisible and separable and if any provision should be declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. If the scope of any restriction or requirement contained in this Agreement is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and Executive hereby consents that any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. In addition, Executive stipulates that breach by Executive of restrictions and requirements under this Agreement will cause irreparable damage to the Releasees in the case of Executive’s breach and that the Company would not have entered into this Agreement without Executive binding Executive to these restrictions and requirements. In the event of Executive’s breach of this Agreement, in addition to any other remedies the Company may have, and without bond and without prejudice to any other rights and remedies that the Company may have for Executive’s breach of this Agreement, the Company shall be relieved of any obligation to provide Severance Payments and shall be entitled to an injunction to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive. Executive stipulates that the restrictive period for which the Company is entitled to an injunction shall be extended in for a period that equals the time period during which Executive is or has been in violation of the restrictions contained herein.

19.    Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    A-5

headquarters of the Company; (e) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

20.    Future Cooperation. In connection with any and all claims, disputes, negotiations, governmental, internal or other investigations, lawsuits, or administrative proceedings (the “Legal Matters”) involving the Company or any affiliate, or any of their current or former officers, employees or board members (collectively, the “Disputing Parties” and, individually, each a “Disputing Party”), Executive shall make himself reasonably available, upon reasonable notice from the Company and without the necessity of subpoena, to provide information and documents, provide declarations and statements regarding a Disputing Party, meet with attorneys and other representatives of a Disputing Party, prepare for and give depositions and testimony, and otherwise cooperate in the investigation, defense, and prosecution of any and all such Legal Matters, as may, in the good faith and judgment of the Company, be reasonably requested. The Company shall consult with Executive and make reasonable efforts to schedule such assistance so as not to materially disrupt Executive’s business and personal affairs. The Company shall reimburse all reasonable expenses incurred by Executive in connection with such assistance, including travel, meals, rental car, and hotel expenses, if any; provided such expenses are approved in advance by the Company and are documented in a manner consistent with expense reporting policies of the Company as may be in effect from time to time.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the dates set forth below their respective signatures below.

[_______________]	EXECUTIVE
By:    [Name] [Title] Date:	[Name] Date:

#847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement    A-6

EX-10.4

FIRST COMMUNITY FINANCIAL

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is made and entered into as of the Effective Date, by and among FIRST COMMUNITY FINANCIAL PARTNERS, INC., FIRST COMMUNITY FINANCIAL BANK, and DONN P. DOMICO. As used in this Agreement, capitalized terms have the meanings set forth in Section 21.

RECITALS

A.Executive has been employed by the Prior Employer pursuant to the Prior Employment Agreement.

B.The Prior Employer has been a subsidiary of the Company.

C.The Company will consolidate its subsidiary banks, including the Prior Employer, into one wholly-owned institution (which will be the Bank) via simultaneous mergers (the “Bank Consolidation”).

D.Following the Bank Consolidation, the Employer desires to employ Executive pursuant to the terms of this Agreement and Executive desires to be employed by the Employer pursuant to such terms.

E.The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment with the Employer, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed, and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement and Executive’s employment with the Employer.

F.The Parties desire to enter into this Agreement as of the Effective Date and, to the extent provided herein, to have this Agreement supersede all prior employment agreements between the Parties, whether or not in writing, including the Prior Employment Agreement, and to have any such prior employment agreements become null and void as of the Effective Date, in each case contingent upon the consummation of the Bank Consolidation.

AGREEMENT

In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree as follows:

1.Employment Period. The Employer shall employ Executive during the Employment Period and Executive shall remain in the employ of the Employer and provide services

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement

to the Employer during the Employment Period in accordance with the terms of this Agreement. The “Employment Period” shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date, unless sooner terminated as provided herein, provided that the Employment Period shall be extended automatically for one additional year beginning on the first anniversary of the Effective Date and on each anniversary thereafter unless either Party notifies the other Party, by written notice delivered no later than 90 days prior to such anniversary, that the Employment Period shall not be extended. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs during the Employment Period, this Agreement shall remain in effect for the two-year period immediately following the Change in Control and shall then terminate.

2.Duties. During the Employment Period, Executive shall devote Executive’s full business time, energy, and talent to serving as the Senior Executive Vice President—Head of Commercial Banking of the Bank, subject to the direction of the Chief Executive Officer of the Company and the Bank. Executive shall have the duties that are commensurate with Executive’s position(s) and any other duties that may be assigned to Executive by the Chief Executive Officer of the Company or the Bank, and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. During the Employment Period, Executive shall be nominated to serve as a member of the Bank Board, subject to the election of the applicable shareholders. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the extent such activities do not, in the judgment of the Independent Bank Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Employer or any Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Independent Bank Board.

3.Compensation and Benefits. During the Employment Period, while Executive is employed by the Employer, the Bank shall compensate Executive for Executive’s services as follows:

(a)Base Salary. Executive shall be paid a base salary at an annual rate of $210,000 (the “Annual Base Salary”), which shall be payable in accordance with the normal payroll practices of the Bank then in effect. Each year during the Employment Period, Executive’s Annual Base Salary shall be reviewed by the CEO for possible increase, but not decrease, with any such increase to be effective as of January 1 of the year of such adjustment; provided, however, that the first such review shall occur within 180 days following the Effective Date.

(b)Annual Bonus. Executive shall be eligible to receive performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Bank for each fiscal year ending during the Employment Period. Incentive Bonuses shall be established and determined in accordance with the Bank’s annual cash incentive plan, as may be in effect from time to time, or

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    2

otherwise as determined by the CEO. Any Incentive Bonus shall be paid to Executive no later than two and one-half months after the close of the year in which it is earned, provided that any Incentive Bonus shall not be considered earned until all determinations have been made and actions taken necessary to establish such Incentive Bonus.

(c)Benefit Plans. Executive shall be eligible to participate, subject to the terms thereof, in all incentive plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives. During the Employment Period, Executive and Executive’s dependents, as the case may be, shall be eligible to participate, subject to the terms thereof, in all pension and similar benefit plans and all medical, dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives.

(d)Vacation. Executive shall be entitled to accrue paid vacation in accordance with and subject to the Bank’s vacation programs and policies as may be in effect from time to time, provided that the minimum number of paid vacation days Executive shall accrue per calendar year is 20 days.

(e)Business Reimbursements. Executive shall be eligible to be reimbursed by the Bank, on terms that are substantially similar to those that apply to other similarly situated and performing executives employed by the Bank, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging, and similar items that are consistent with the Bank’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the Bank’s business.

(f)Automobile Allowance. The Bank shall pay to Executive on a monthly basis the sum of $1,250 as an automobile allowance, in accordance with the normal payroll practices of the Bank then in effect. Executive shall be responsible for all expenses for fuel, maintenance, repairs, insurance, and other costs relating to Executive’s automobile.

(g)Personal Expense Allowance. The Bank shall pay to Executive on a monthly basis the sum of $1,800 as a non-accountable personal expense allowance, in accordance with the normal payroll practices of the Bank then in effect.

4.Rights upon Termination. This Agreement and Executive’s employment under this Agreement may be terminated for any of the reasons described in this Section 4. Executive’s right to benefits, if any, for periods after the Termination Date shall be determined in accordance with this Section 4:

(a)Minimum Benefits. If the Termination Date occurs during the Employment Period for any reason, Executive shall be entitled to the Minimum Benefits, in addition to any other benefits to which Executive may be entitled under the following provisions of this Section 4 or the express terms of any employee benefit plan or as required by law. Any benefits to be provided to Executive pursuant to this Section 4(a) shall be provided within 30 days after the Termination Date;

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    3

provided, however, that any benefits, incentives or awards payable as described in Section 4(i) shall be provided in accordance with the terms of the applicable plan, program, or arrangement. Except as may expressly be provided to the contrary in this Agreement, nothing in this Agreement shall be construed as requiring Executive to be treated as employed by the Employer or an Affiliate following the Termination Date for purposes of any plan, program, or arrangement.

(b)Termination for Cause, Voluntary Resignation, or Non-Renewal. If the Termination Date occurs during the Employment Period and is a result of a Termination for Cause or a termination by Executive other than for Good Reason, or if this Agreement expires due to notice of non-renewal by either Party as provided under Section 1 or at the end of a Covered Period, then, other than the Minimum Benefits, Executive shall have no right to benefits under this Agreement (and the Employer and the Affiliates shall have no obligation to provide any such benefits) for periods after the Termination Date.

(c)Termination other than for Cause or Termination for Good Reason. If Executive’s employment is subject to a Termination other than during a Covered Period, then, in addition to the Minimum Benefits, the Bank shall provide Executive the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in 24 substantially equal semi-monthly installments, with each successive payment being due on the semi-monthly anniversary of the Termination Date.

(ii)To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date.

(iii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e).

(d)Termination upon a Change in Control. If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Bank shall provide Executive the following benefits:

(i)On the 45th day following the Termination Date, the Bank shall pay Executive a lump sum payment in an amount equal to the Severance Amount.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(e)Medical and Dental Benefits. If Executive’s employment is subject to a Termination, to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Bank (or an Affiliate) for active employees

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    4

immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Bank shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination for a period of 12 months immediately following the Termination, such that Executive shall be required to pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Employer during such period (with such monthly amount payable by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Bank and the Affiliates shall not exceed the cost for continued COBRA coverage under the Bank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Bank (or Affiliate) plan benefits, the Bank’s and the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

(f)Termination Due to Executive’s Death. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s death, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)The Bank shall pay to Executive’s heirs, estate, or personal representative, as may be applicable, a lump sum amount equal to 50% of Executive’s Annual Base Salary as of the time of Executive’s death, within 90 days following Executive’s death.

(ii)Executive’s dependents, as may be applicable, shall be entitled to the benefits provided in Section 4(e), provided that such benefits shall be paid for by the Bank, such that Executive’s dependents shall not be required to pay the same amount as Executive would pay if Executive continued in employment with the Employer during the 12-month period described in Section 4(e).

(g)Termination Due to Executive’s Disability. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s Disability, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, the Bank shall pay to Executive a lump sum amount equal to 100% of Executive’s Annual Base Salary as of such Termination Date.

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    5

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(iii)During the 12 months immediately following the Termination Date, Executive and Executive’s dependents, as may be applicable, shall continue to be eligible to participate, subject to the terms thereof, in all disability and life insurance plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as immediately prior to the Termination Date.

(h)Golden Parachute Payment Adjustment.

(i)If the value of any payment or other benefit Executive would receive in connection with a Change in Control (the “Benefit”) would (A) constitute a “parachute payment” within the meaning of Code Section 280G, and (B) but for this sentence, be subject to the Excise Tax, then the Benefit shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (1) the largest portion of the Benefit that would result in no portion of the Benefit being subject to the Excise Tax or (2) the largest portion, up to and including the total, of the Benefit, whichever amount, after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Benefit notwithstanding that all or some portion of the Benefit may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Benefit equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to the Bank’s approval if made on or after the date on which the event that triggers the Benefit occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of Executive’s stock awards unless Executive elects in writing a different order for cancellation.

(ii)The accounting firm engaged by the Bank for general audit purposes as of the day prior to the effective date of the Change in Control shall perform any calculations necessary in connection with this Section 4(h). If the accounting firm so engaged by the Bank is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Bank shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Bank shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

(iii)The accounting firm engaged to make the determinations under this Section 4(h) shall provide its calculations, together with detailed supporting documentation, to the Parties within 15 calendar days after the date on which Executive’s right to a Benefit is triggered (if requested at that time by Executive or the Bank) or such other time as requested by Executive or the Bank. If the accounting firm determines that no Excise Tax is payable with respect to a Benefit, it shall furnish the Parties with an opinion reasonably acceptable

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    6

to the Bank that no Excise Tax will be imposed with respect to such Benefit. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Parties, except as set forth below.

(iv)If, notwithstanding any reduction described in this Section 4(h), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Executive shall be obligated to pay back to the Bank, within 30 days after a final IRS determination, or, in the event Executive challenges the final IRS determination, within 30 days after a final judicial determination, a portion of the payment equal to the Repayment Amount. The “Repayment Amount” with respect to the payment of benefits shall be the smallest amount, if any, required to be paid to the Bank so that Executive’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be $0 if a Repayment Amount of more than $0 would not result in Executive’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 4(h), Executive shall pay the Excise Tax.

(v)Notwithstanding any other provision of this Section 4(h), if (A) there is a reduction in the payment of benefits as described in this Section 4(h), (B) the IRS later determines that Executive is liable for the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated as if Executive’s benefits had not previously been reduced), and (C) Executive pays the Excise Tax, then the Bank shall pay to Executive those benefits that were reduced pursuant to Section 4(h) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of benefits is maximized.

(i)Other Benefits.

(i)Executive’s rights following a termination of employment with the Employer and the Affiliates for any reason with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Bank or the Affiliates, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein.

(ii)Except as specifically provided herein, the Bank and the Affiliates shall have no further obligations to Executive under this Agreement following Executive’s termination of employment for any reason.

(j)Removal from any Boards and Positions. Upon Executive’s termination of employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member, from the Bank Board and the board of directors of any Affiliate and any other board to

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    7

which Executive has been appointed or nominated by or on behalf of the Employer or an Affiliate, (ii) from each position with the Employer and the Affiliates, including as an officer of the Employer or the Affiliates, and (iii) as a fiduciary of any employee benefit plan of the Employer or the Affiliates.

(k)Regulatory Suspension and Termination.

(i)If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings, provided that if the charges in such notice are dismissed, the Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A.

(ii)If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iii)If the Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Employer under this Agreement shall terminate as of the date of default, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iv)All obligations of the Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA, or when the Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(v)Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

(l)Clawback. Notwithstanding any provision of this Agreement to the contrary, if any Severance Restrictions require the recapture or “clawback” of any Severance Amount paid to Executive under this Agreement, Executive shall repay to the Bank the aggregate amount of any such payments, with such repayment to occur no later than 30 days following Executive’s receipt of a written notice from the Bank indicating that payments received by Executive under this Agreement are subject to recapture or clawback pursuant to the Severance Restrictions.

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    8

(m)TARP. Notwithstanding any provision of this Agreement to the contrary, if the Bank is, as a result of its or any Affiliate’s participation in TARP, prohibited from paying or providing to Executive any of the benefits described herein, Executive shall have no further right to receive, and shall forever waive and discharge any claim against the Employer or any respective directors, officers, employees, and agents with respect to, any such benefits, and Executive shall not be entitled to any other compensation or benefit in lieu thereof. Further, to the extent Executive is or becomes subject to the “claw-back” provisions of Section 111(b)(3)(B) of the EESA as a result of the Bank’s or any Affiliate’s participation in TARP, Executive shall repay to the Bank, within 15 business days of notification in writing that such amounts are required to be repaid pursuant to such claw-back provisions, any amounts of incentive compensation paid to Executive if it is later determined that such payments were based on materially inaccurate financial statements or performance metrics, or such claw-back is otherwise required by the Treasury pursuant to its authority under TARP. If the Bank notifies Executive in writing that benefits received by Executive hereunder are in violation of the EESA, Executive shall repay the aggregate amount of such payments to the Bank no later than 15 business days following Executive’s receipt of such notice. If Executive does not repay any such amounts within such 15-day periods, Executive shall be liable for any costs incurred by the Bank, including reasonable legal fees, in pursuing repayment of any such amounts.

5.Release. Notwithstanding any provision of this Agreement to the contrary, no benefits owed to Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) under Section 4(c), 4(d), 4(e), 4(f),or 4(g) (other than the Minimum Benefits) shall be provided to Executive unless Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) executes (without subsequent revocation) and delivers to the Bank a Release within 21 days (or such longer period to the extent required by applicable law) following the Termination Date.

6.Restrictive Covenants. Executive acknowledges that Executive has been and will continue to be provided intimate knowledge of the business practices, trade secrets, and other confidential and proprietary information of the Employer and the Affiliates (including the Confidential Information), which, if exploited by Executive, would seriously, adversely, and irreparably affect the interests of the Employer and the Affiliates and the ability of each to continue its business.

(a)Confidential Information. Executive acknowledges that, during the course of Executive’s employment with the Employer, Executive may produce and have access to Confidential Information. Executive shall not directly or indirectly use, disclose, copy, or make lists of Confidential Information for the benefit of anyone other than the Employer, either during or after Executive’s employment with the Employer, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by law, or otherwise as reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties hereunder. If Executive receives a subpoena or other court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Employer or the Affiliates, or Executive’s activities in connection with the business of the Employer or the Affiliates, Executive shall immediately notify the Employer of such subpoena, court order, or other requirement and

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    9

deliver forthwith to the Employer a copy thereof and any attachments and non-privileged correspondence related thereto. Executive shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. Executive shall abide by the Employer’s and the Affiliates’ policies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and the Affiliates; in this regard, Executive shall not directly or indirectly render services to any person or entity where Executive’s service would involve the use or disclosure of Confidential Information. Executive shall not use any Confidential Information to guide Executive in searching publications or other publicly available information, selecting a series of items of knowledge from unconnected sources, and fitting them together to claim that Executive did not violate any terms set forth in this Agreement.

(b)Documents and Property.

(iii)All records, files, documents, and other materials or copies thereof relating to the business of the Employer or the Affiliates that Executive prepares, receives, or uses shall be and remain the sole property of the Employer and, other than in connection with the performance by Executive of Executive’s duties hereunder, shall not be removed from the premises of the Employer or the Affiliates without the Employer’s prior written consent, and shall be immediately returned to the Employer upon Executive’s termination of employment for any reason, together with all copies (including copies or recordings in electronic form), abstracts, notes, or reproductions of any kind made from or about the records, files, documents, or other materials. Executive shall disclose to the Employer all computer and internet user identifications and passwords used by Executive in the course of Executive’s performance of Executive’s duties hereunder or necessary for accessing information on the Employer’s or the Affiliates’ computer systems upon Executive’s termination of employment for any reason.

(iv)Executive acknowledges that Executive’s access to and permission to use the Employer’s computer systems, networks, and equipment, and all Employer and Affiliate information contained therein, is restricted to legitimate business purposes on behalf of the Employer. Any other access to or use of such systems, network, equipment, and information is without authorization and is prohibited. The restrictions contained in this Section 6(b) extend to any personal computers or other electronic devices of Executive that are used for business purposes relating to the Employer and the Affiliates (including smart phones, PDAs, digital tablets, or other portable electronic devices). Executive shall not transfer any Employer or Affiliate information to any personal computer or other electronic device that is not otherwise used for any business purpose relating to the Employer or an Affiliate. Upon the termination of Executive’s employment with the Employer for any reason, Executive’s authorization to access and permission to use the Employer’s and the Affiliates’ computer systems, networks, and equipment, and any Employer and Affiliate information contained therein, shall cease.

(c)Non-Solicitation. As an essential ingredient of and in consideration of this Agreement, the Bank’s agreement to pay the compensation described herein, and Executive’s employment with the Employer, Executive shall not, during Executive’s employment or during the

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    10

Restricted Period, whether the termination of Executive’s employment occurs during the Employment Period or thereafter, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):

(i)(A) Induce or attempt to induce any employee of the Employer or an Affiliate to leave the employ of the Employer or an Affiliate; (B) in any way interfere with the relationship between the Employer or an Affiliate and any employee of the Employer or an Affiliate; or (C) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Employer or an Affiliate to cease doing business with the Employer or an Affiliate or in any way interfere with the relationship between the Employer or an Affiliate and their respective customers, suppliers, licensees, or other business relations.

(ii)Solicit the business of any person or entity known to Executive to be a customer of the Employer or an Affiliate, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with, or had made Substantial Business Efforts with respect to, such person or entity, with respect to products, activities, or services that compete in whole or in part with the products, activities, or services of the Employer or an Affiliate.

Notwithstanding any provision of this Agreement to the contrary, in the event Executive’s employment is subject to a Termination and the Bank, as a result of its or any Affiliate’s participation in TARP, is prohibited from providing to Executive all benefits under Section 4(c), 4(d), and 4(e), the Restrictive Covenant shall not apply.

(d)Works Made for Hire Provisions. The Parties acknowledge that all work performed by Executive for the Employer or an Affiliate shall be deemed a work made for hire. The Employer shall at all times own and have exclusive right, title, and interest in and to all Confidential Information and Inventions, and the Employer shall retain the exclusive right to license, sell, transfer, and otherwise use and dispose of the same. All enhancements of the technology of the Employer or an Affiliate that are developed by Executive shall be the exclusive property of the Employer. Executive hereby assigns to the Employer any right, title, and interest in and to all Inventions that Executive may have, by law or equity, without additional consideration of any kind whatsoever from the Employer or an Affiliate. Executive shall execute and deliver any instruments or documents and do all other things (including the giving of testimony) requested by the Employer (both during and after the termination of Executive’s employment with the Employer) in order to vest more fully in the Employer or an Affiliate all ownership rights in the Inventions (including obtaining patent, copyright, or trademark protection therefore). To the extent required by applicable state statute, this Section 6(d) shall not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Employer or an Affiliate was used and that was developed entirely on Executive’s own time, unless the Invention (i) relates to the business of the Employer or an Affiliate or to the Employer’s or an Affiliate’s actual or demonstrably anticipated research or development or (ii) results from any work performed by Executive for the Employer or an Affiliate.

(e)Remedies for Breach of Restrictive Covenants. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges that the covenants contained in this Section 6 are

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    11

reasonable with respect to their duration, geographical area, and scope. Executive further acknowledges that the restrictions contained in this Section 6 are reasonable and necessary for the protection of the legitimate business interests of the Employer and the Affiliates, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Employer and the Affiliates and such interests, and that such restrictions were a material inducement to the Employer to enter into this Agreement. In the event of any violation or threatened violation of the restrictions contained in this Section 6, the Employer and the Affiliates, in addition to and not in limitation of, any other rights, remedies, or damages available under this Agreement or otherwise at law or in equity, (i) shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive, as the case may be, without any requirement that the Employer or an Affiliate post bond and (ii) shall be relieved of any obligation to pay or provide any amounts or benefits pursuant to this Agreement. If Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant; accordingly, the Restrictive Covenant shall be deemed to have the duration specified herein computed from the date the relief is granted but reduced by the time between the period when the Restricted Period began to run and the date of the first violation of the Restrictive Covenant by Executive.

(f)Other Agreements. In the event of the existence of another agreement between the Parties that (i) is in effect during the Restricted Period, and (ii) contains restrictive covenants that conflict with any of the provisions of this Section 6, then the more restrictive of such provisions from the two agreements shall control for the period during which both agreements would otherwise be in effect.

7.No Set-Off; No Mitigation. Except as provided herein, the Employer’s obligation to provide benefits under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including any set-off, counterclaim, recoupment, defense, or other right the Employer may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

8.Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Employer, First Community Financial Partners, Inc.; Attention: Chairman of the Board of Directors; 2801 Black Road; Joliet, Illinois 60435; and if to Executive, to Executive’s most recent address in the Employer’s records; or, in each respective case, to such other address as either Party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt.

9.Indemnification.

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    12

(a)Insurance. The Bank shall provide Executive (including Executive’s heirs, personal representatives, executors, and administrators) during the Employment Period with coverage under a directors’ and officers’ liability insurance policy at its expense.

(b)Hold Harmless. In addition to the insurance coverage provided for in this Section 9, the Employer shall hold harmless and indemnify Executive (and Executive’s heirs, personal representatives, executors, and administrators) to the fullest extent permitted under applicable law, but also subject to the limits of applicable law, against all expenses and liabilities reasonably incurred by Executive in connection with or arising out of any action, suit, or proceeding in which Executive may be involved by reason of having been an officer of the Employer (whether or not Executive continues to be an officer at the time of incurring such expenses or liabilities), with such expenses and liabilities to include judgments, court costs, and attorneys’ fees and the cost of reasonable settlements.

(c)Advancement of Expenses. If Executive becomes a party, or is threatened to be made a party, to any action, suit, or proceeding for which the Employer has agreed to provide insurance coverage or indemnification under this Section 9, the Bank shall, to the full extent permitted under applicable law, advance all expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement, or appeal of any threatened, pending, or completed action, suit, or proceeding, subject to receipt by the Bank of a written undertaking from Executive: (i) to reimburse the Bank for all Expenses actually paid by the Bank to or on behalf of Executive if it shall be ultimately determined that Executive is not entitled to indemnification by the Bank for such Expenses; and (ii) to assign to the Bank all rights of Executive to indemnification, under any policy of directors’ and officers’ liability insurance or otherwise, to the extent of the amount of Expenses actually paid by the Bank to or on behalf of Executive.

10.Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Illinois applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction.

11.Mandatory Arbitration. Except as provided in Section 6(e), if any dispute or controversy arises under or in connection with this Agreement, and such dispute or controversy cannot be settled through negotiation, the Parties shall first try in good faith to settle the dispute or controversy by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If such mediation is not successful, the dispute or controversy shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The FDIC may appear at any arbitration hearing but any decision made thereunder shall not be binding on the FDIC.

12.Equitable Relief. Notwithstanding Section 11, either Party may file a request with a court of competent jurisdiction for equitable relief, including injunctive relief, pending resolution of any claim through the arbitration procedure set forth herein; provided, however, that in such cases, the trial on the merits of the claims shall occur in front of, and shall be decided by, the

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    13

arbitrator, who shall have the same ability to order legal or equitable remedies as could a court of general jurisdiction.

13.Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral, including the Prior Employment Agreement, which is hereby terminated in its entirety. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect. The various covenants and provisions of this Agreement are intended to be severable and to constitute independent and distinct binding obligations. Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent permitted by law, and such scope may be judicially modified accordingly.

14.Withholding of Taxes. The Employer may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as may be required pursuant to any law, governmental regulation, or ruling.

15.No Assignment. Executive’s right to receive benefits under this Agreement shall not be assignable or transferable whether by pledge, creation of a security interest, or otherwise, other than a transfer by will or by the laws of descent or distribution. In the event of any attempted assignment or transfer contrary to this Section 15, the Employer and the Affiliates shall have no liability to pay any amount so attempted to be assigned or transferred. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

16.Successors. This Agreement shall be binding upon and inure to the benefit of the Employer, its successors, and assigns.

17.Legal Fees. In the event that either Party commences mediation, arbitration, litigation, or any similar action to enforce or protect such Party’s rights in accordance with and under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and other costs (including the costs of experts, evidence, and counsel) relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

18.Amendment. This Agreement may not be amended or modified except by written agreement signed by the Parties.

19.Code Section 409A.

(a)To the extent any provision of this Agreement or action by the Employer would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Employer. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    14

be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Employer to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.

(b)Notwithstanding any provision of this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein.

20.Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Bank; (e) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    15

appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

21.Definitions. As used in this Agreement, the terms defined in this Section 21 have the meanings set forth below.

(a)“1934 Act” means the Securities Exchange Act of 1934.

(b)“Affiliate” means each Business Entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company or the Bank, where “control” means (i) the ownership of more than 50% of the Voting Securities or other voting or equity interests of any Business Entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Business Entity.

(c)“Agreement” means this employment agreement, made and entered into as of the Effective Date, by and between the Parties.

(d)“Annual Base Salary” has the meaning set forth in Section 3(a).

(e)“Average Incentive Bonus” means the average of Incentive Bonuses determined for the immediately preceding three completed fiscal-year performance periods of the Bank; provided, however, that if an Incentive Bonus has not yet been determined for a previously completed fiscal year performance period as of the Termination Date, then Target Bonus shall be used with respect to such fiscal year for purposes of calculating the Average Incentive Bonus. For purposes of calculating the Average Incentive Bonus, fiscal years for which no bonus was determined to have been earned shall be included in the calculation of the three-year average.

(f)“Bank” means First Community Financial Bank.

(g)“Bank Board” means the Board of Directors of the Bank.

(h)“Bank Consolidation” has the meaning set forth in the Recitals.

(i)“Base Compensation” means the amount equal to the sum of (i) the greater of Executive’s then-current Annual Base Salary or Executive’s Annual Base Salary as of the date one day prior to the Change in Control, and (ii) the Average Incentive Bonus.

(j)“Benefit” has the meaning set forth in Section 4(h)(i).

(k)“Business Entity” means any corporation, partnership, limited liability company, joint venture, association, partnership, business trust, or other business entity.

(l)“CEO” means the Chief Executive Officer of the Company.

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    16

(m)“Change in Control” means the first to occur of the following:

(i)The consummation of the acquisition by any “person” (as such term is defined in Section 13(d) or 14(d) of the 1934 Act) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 50% of the combined voting power of the then outstanding Voting Securities of the Company;

(ii)During any 12-month period, the individuals who, as of the Effective Date, are members of the Company Board cease for any reason to constitute a majority of the Company Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of a majority of the Company Board, in which case such new director shall, for purposes of this Agreement, be considered as a member of the Company Board; or

(iii)The consummation by the Company of: (A) a merger or consolidation if the Company’s shareholders immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation; or (B) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, the Company.

Notwithstanding any provision of this definition to the contrary, a Change in Control shall not be deemed to have occurred solely because more than 50% of the combined voting power of the then outstanding securities of the Company are acquired by (A) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or an Affiliate or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the Company’s shareholders in the same proportion as their ownership of stock immediately prior to such acquisition.

Further notwithstanding any provision of this definition to the contrary, in the event that any amount or benefit under this Agreement constitutes deferred compensation under Code Section 409A and the settlement of or distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” under Code Section 409A.

(n)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

(o)“Code” means the Internal Revenue Code of 1986.

(p)“Company” means First Community Financial Partners, Inc.

(q)“Company Board” means the Board of Directors of the Company.

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    17

(r)“Confidential Information” means confidential or proprietary non-public information concerning the Employer or the Affiliates, including research, development, designs, formulae, processes, specifications, technologies, marketing materials, financial and other information concerning customers and prospective customers, customer lists, records, data, computer programs, source codes, object codes, database structures, trade secrets, proprietary business information, pricing and profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation, and other information not generally available to the public.

(s)“Covered Period” means the period beginning six months prior to a Change in Control and ending on the date that is 24 months after the Change in Control.

(t)“Disability” means that (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Bank.

(u)“EESA” means the Emergency Economic Stabilization Act of 2008.

(v)“Effective Date” means the date of consummation of the Bank Consolidation.

(w)“Employer” means the Bank.

(x)“Employment Period” has the meaning set forth in Section 1.

(y)“Excise Tax” means the excise tax imposed under Code Section 4999.

(z)“Executive” means Donn P. Domico.

(aa)“Expenses” has the meaning set forth in Section 9(c).

(bb)“FDIA” means the Federal Deposit Insurance Act.

(cc)“FDIC” means the Federal Deposit Insurance Corporation.

(dd)“Good Reason” means the occurrence of any one of the following events, unless Executive agrees in writing that such event shall not constitute Good Reason:

(i)A material and adverse change in the nature, scope, or status of Executive’s position, authorities, or duties from those in effect in accordance with Section 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    18

(ii)A material reduction in Executive’s Annual Base Salary or target Incentive Bonus opportunity, or a material reduction in Executive’s aggregate benefits or other compensation plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(iii)A relocation of Executive’s primary place of employment of more than 25 miles from Executive’s primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than prior to the Covered Period;

(iv)Removal of Executive from, or failure to elect Executive to, the Bank Board;

(v)The failure by an acquirer to assume this Agreement at the time of a Change in Control; or

(vi)A material breach by the Employer of this Agreement.

Notwithstanding any provision of this definition to the contrary, (A) prior to Executive’s Termination for Good Reason, Executive must give the Employer written notice of the existence of any condition set forth in a clause immediately above within 90 days of its initial existence and the Employer shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Employer cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason.

(ee)“Incentive Bonus” has the meaning set forth in Section 3(b).

(ff)“Independent Bank Board” means the members of the Bank Board other than Executive.

(gg)“Inventions” means all systems, procedures, techniques, manuals, databases, plans, lists, inventions, trade secrets, copyrights, patents, trademarks, discoveries, innovations, concepts, ideas, and software conceived, compiled, or developed by Executive in the course of Executive’s employment with the Employer and/or comprised, in whole or part, of Confidential Information. Notwithstanding the foregoing sentence, Inventions shall not include: (i) any inventions independently developed by Executive and not derived, in whole or part, from any Confidential Information or (ii) any invention made by Executive prior to Executive’s exposure to any Confidential Information.

(hh)“IRS” means the United States Internal Revenue Service.

(ii)“Minimum Benefits” means, as applicable, the following:

(i)Executive’s earned but unpaid Annual Base Salary for the period ending on the Termination Date;

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    19

(ii)Executive’s earned but unpaid Incentive Bonus, if any, for any completed fiscal year preceding the Termination Date; provided, however, that Executive shall not be entitled to any Incentive Bonus in the event of a Termination for Cause;

(iii)Executive’s accrued but unpaid vacation pay for the period ending on the Termination Date;

(iv)Executive’s unreimbursed business expenses through and including the Termination Date, provided that all required submissions for expense reimbursement are made in accordance with the Bank’s expense reimbursement policy and within 15 days following the Termination Date; and

(v)The benefits, incentives, and awards described in Section 4(i)(i).

(jj)“Parties” means the Employer and Executive.

(kk)“Prior Employer” means First Community Bank of Plainfield.

(ll)“Prior Employment Agreement” means that certain employment agreement, made and entered into as of December 20, 2011, between the Prior Employer and Executive.

(mm)“Reduced Amount” has the meaning set forth in Section 4(h)(i).

(nn)“Release” means a general release and waiver substantially in the form attached as Exhibit A.

(oo)“Repayment Amount” has the meaning set forth in Section 4(h)(i).

(pp)“Restricted Period” means a period of 12 months immediately following the termination of Executive’s employment for any reason, whether such termination occurs during the Employment Period or thereafter.

(qq)“Restrictive Covenant” has the meaning set forth in Section 6(c).

(rr)“Severance Amount” means an amount equal to 100% of Executive’s Base Compensation as of the respective Termination.

(ss)“Severance Restrictions” means any applicable statute, law, regulation, or regulatory interpretation or other guidance, including FIL-66-2010 and any related FDIC guidance, that would require the Employer or any Affiliate to seek or demand repayment or return of any payments made to Executive for any reason, including the Employer, an Affiliate or their successors later obtaining information indicating that Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. 359.4(a)(4).

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    20

(tt)“Specified Employee” means any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee, Executive shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of the identification period. For purposes of determining whether Executive is a key employee, “compensation” means Executive’s W-2 compensation as reported by the Bank for a particular calendar year.

(uu)“Substantial Business Efforts” means marketing, promotional, purchasing, sales, or solicitation activities undertaken on behalf of the Employer or an Affiliate, which include (i) in person and voice communications and (ii) either or both of (A) delivery of a quote, bid, proposal, or request for any of the foregoing or (B) visits to the site of the actual or potential business development and other similar meetings or visits (conducted alone or with other employees of the Employer or an Affiliate), where such activities would enjoy a reasonable prospect of success in the absence of any breach of this Agreement.

(vv)“Target Bonus” means Executive’s target Incentive Bonus for the applicable fiscal year performance period, if one is used, and if not, the Target Bonus shall be determined based upon the mid-point between the maximum Incentive Bonus and the threshold Incentive Bonus for the applicable fiscal year performance period, with the threshold bonus based upon the first level of performance for which some amount of Incentive Bonus would be payable.

(ww)“TARP” means the Treasury’s Troubled Asset Relief Program/Capital Purchase Program.

(xx)“Termination” means a termination of Executive’s employment with the Employer and all Affiliates during the Employment Period either:

(i)By the Employer, other than (A) a Termination for Cause or (B) a termination as a result of Executive’s death or Disability; or

(ii)By Executive for Good Reason.

(yy)“Termination Date” means the date of termination (whether or not such termination constitutes a Termination) of Executive’s employment with the Employer and all Affiliates.

(zz)“Termination for Cause” means a termination of Executive’s employment by the Employer as a result of any of the following (in each case as determined by the CEO):

(i)Executive’s willful and continuing failure to perform Executive’s obligations hereunder, which failure is not remedied within five business days after receipt of written notice of such failure from the Employer;

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    21

(ii)Executive’s conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or any state thereof;

(iii)Executive’s breach of fiduciary responsibility;

(iv)An act of dishonesty by Executive that has a material adverse effect on the Employer or an Affiliate;

(v)Executive’s engagement in one or more unsafe or unsound banking practices that have a material adverse effect on the Employer or an Affiliate;

(vi)Executive’s removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law;

(vii)A material breach by Executive of this Agreement;

(viii)An act or omission by Executive that has a material adverse effect on the Employer or an Affiliate in the community; or

(ix)A material breach of Employer policies as may be in effect from time to time.

Further, a Termination for Cause shall be deemed to have occurred if, after the termination of Executive’s employment with the Employer and any Affiliate, facts and circumstances arising during the course of such employment are discovered that would have warranted a Termination for Cause.

Further, with respect to clauses (i), (iii), (iv), (vii), (viii), and (ix) of this definition, Executive shall be entitled to at least 30 days’ prior written notice of the Employer’s intention to terminate Executive’s employment in a Termination for Cause, which notice shall specify the grounds for the Termination for Cause; and Executive shall be provided a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for the Termination for Cause, and a reasonable opportunity to present to the CEO Executive’s position regarding any dispute relating to the existence of any grounds for Termination for Cause.

Further, all rights Executive has or may have under this Agreement shall be suspended automatically during the pendency of any investigation by the CEO or the CEO’s designee or during any negotiations between the CEO or the CEO’s designee and Executive regarding any actual or alleged act or omission by Executive of the type that would warrant a Termination for Cause and such suspension shall not give rise to a claim of Good Reason by Executive.

([[)“Treasury” means the United States Department of the Treasury.

(aaa)“Voting Securities” means any securities that ordinarily possess the power to vote in the election of directors without the happening of any precondition or contingency.

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    22

22.Survival. The provisions of Section 6 shall survive the termination of this Agreement.

[Signature page follows]

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    23

IN WITNESS WHEREOF, each of the Company and the Bank has caused this Agreement to be executed in its name and on its behalf, and Executive acknowledges understanding and acceptance of, and agrees to, the terms of this Agreement, all as of the Effective Date.

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

By: /s/ Patrick J. Roe

Print Name: Patrick J. Roe

Title: President & COO

FIRST COMMUNITY FINANCIAL BANK

By: /s/ Roy C. Thygesen

Print Name: Roy C. Thygesen

Title: Chief Executive Officer

EXECUTIVE

By: /s/ Donn P. Domico

Donn P. Domico

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    24

EXHIBIT A

AGREEMENT AND RELEASE AND WAIVER

This AGREEMENT AND RELEASE AND WAIVER (“Agreement”) is made and entered into by and between [_______________] (the “Company”) and [_______________] (“Executive”).

WHEREAS, Executive and the Company desire to settle fully and amicably all issues between them, including any issues arising out of Executive’s employment with the Company and the termination of that employment; and

WHEREAS, Executive and the Company are parties to that certain Employment Agreement, made and entered into as of [_______________], as amended (the “Employment Agreement”).

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, Executive and the Company (collectively, the “Parties” and, individually, each a “Party”), intending to be legally bound, hereby agree as follows:

1.    Termination of Employment. Executive’s employment with the Company shall terminate effective as of the close of business on [_______________] (the “Termination Date”).

2.    Compensation and Benefits. Subject to the terms of this Agreement, the Company shall compensate Executive under this Agreement as follows (collectively, the “Severance Payments”):

(a)    Severance Amount. [_______________].

(b)    Accrued Salary and Vacation. Executive shall be entitled to a lump sum payment in an amount equal to Executive’s earned but unpaid annual base salary and vacation pay for the period ending on the Termination Date, with such payment to be made on the first payroll date following the Termination Date.

(c)    COBRA Benefits. [_______________].

(d)    Executive Acknowledgement. Executive acknowledges that, subject to fulfillment of all obligations provided for herein, Executive has been fully compensated by the Company, including under all applicable laws, and that nothing further is owed to Executive with respect to wages, bonuses, severance, other compensation, or benefits. Executive further acknowledges that the Severance Payments (other than (b) above) are consideration for Executive’s promises contained in this Agreement, and that the Severance Payments are above and beyond any wages, bonuses, severance, other compensation, or benefits to which Executive is entitled from the Company under the terms of Executive’s employment or under any other contract or law that Executive would be entitled to absent execution of this Agreement.

(e)    Withholding. The Severance Payments shall be treated as wages and subject to all taxes and other payroll deductions required by law.

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    A-1

3.    Termination of Benefits. Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

4.    Release of Claims and Waiver of Rights. Executive, on Executive’s own behalf and that of Executive’s heirs, executors, attorneys, administrators, successors, and assigns, fully releases and discharges the Company, its predecessors, successors, parents, subsidiaries, affiliates, and assigns, and its and their directors, officers, trustees, employees, and agents, both in their individual and official capacities, and the current and former trustees and administrators of each retirement and other benefit plan applicable to the employees and former employees of the Company, both in their official and individual capacities (the “Releasees”) from all liability, claims, demands, and actions Executive now has, may have had, or may ever have, whether currently known or unknown, as of or prior to Executive’s execution of this Agreement (the “Release”), including liability claims, demands, and actions:

(a)    Arising from or relating to Executive’s employment or other association with the Company, or the termination of such employment,

(b)    Relating to wages, bonuses, other compensation, or benefits,

(c)    Relating to any employment or change in control contract,

(d)    Relating to any employment law, including

(i) The United States and State of Illinois Constitutions,

(ii) The Civil Rights Act of 1964,

(iii) The Civil Rights Act of 1991,

(iv) The Equal Pay Act,

(v) The Employee Retirement Income Security Act of 1974,

(vi) The Age Discrimination in Employment Act (the “ADEA”),

(vii) The Americans with Disabilities Act,

(viii) Executive Order 11246, and

(ix) Any other federal, state, or local statute, ordinance, or regulation relating to employment,

(e)    Relating to any right of payment for disability,

(f)    Relating to any statutory or contractual right of payment, and

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    A-2

(g)    For relief on the basis of any alleged tort or breach of contract under the common law of the State of Illinois or any other state, including defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, and negligence.

Executive acknowledges that Executive is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Executive waives, surrenders, and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction, including the State of Illinois.

5.    Exclusions from General Release. Excluded from the Release are any claims or rights that cannot be waived by law, as well as Executive’s right to file a charge with an administrative agency or participate in any agency investigation. Executive is, however, waiving the right to recover any money in connection with a charge or investigation. Executive is also waiving the right to recover any money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency.

6.    Covenant Not to Sue.

(a)    A “covenant not to sue” is a legal term that means Executive promises not to file a lawsuit in court. It is different from the release of claims and waiver of rights contained in Section 4 above. Besides waiving and releasing the claims covered by Section 4 above, Executive shall never sue the Releasees in any forum for any reason covered by the Release. Notwithstanding this covenant not to sue, Executive may bring a claim against the Company to enforce this Agreement, to challenge the validity of this Agreement under the ADEA or for any claim that arises after execution of this Agreement. If Executive sues any of the Releasees in violation of this Agreement, Executive shall be liable to them for their reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other litigation costs incurred in defending against Executive’s suit. In addition, if Executive sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all but a sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the promises and covenants in this Agreement. In that event, the Company shall have no obligation to make any further Severance Payments.

(b)    If Executive has previously filed any lawsuit against any of the Releasees, Executive shall immediately take all necessary steps and execute all necessary documents to withdraw or dismiss such lawsuit to the extent Executive’s agreement to withdraw, dismiss, or not file a lawsuit would not be a violation of any applicable law or regulation.

7.    Representations by Executive. Executive warrants that Executive is legally competent to execute this Agreement and that Executive has not relied on any statements or explanations made by the Company or its attorneys. Executive acknowledges that Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release. Executive acknowledges that Executive has been offered at least 21 days to consider this Agreement. After being so advised, and without coercion of any kind, Executive freely, knowingly, and voluntarily enters into this Agreement. Executive acknowledges that Executive may revoke this Agreement within seven days after Executive

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    A-3

has signed this Agreement and acknowledges understanding that this Agreement shall not become effective or enforceable until seven days after Executive has signed this Agreement (the “Effective Date”), as evidenced by the date set forth below Executive’s signature on the signature page hereto. Any revocation must be in writing and directed to [_______________]. If sent by mail, any revocation must be postmarked within the seven-day period described above and sent by certified mail, return receipt requested.

8.    Restrictive Covenants. Section 6 of the Employment Agreement (entitled “Restrictive Covenants”), shall continue in full force and effect as if fully restated herein.

9.    Non-Disparagement. Executive shall not engage in any disparagement or vilification of the Releasees, and shall refrain from making any false, negative, critical, or disparaging statements, implied or expressed, concerning the Releasees, including regarding management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees. Executive shall do nothing that would damage the Company’s business reputation or goodwill.

10.    Company Property.

(a)    Executive shall return to the Company all information, property, and supplies belonging to the Company or any of its affiliates, including any confidential or proprietary information, Company autos, keys (for equipment or facilities), laptop computers and related equipment, cellular phones, smart phones or PDAs (including SIM cards), security cards, corporate credit cards, and the originals and all copies of all files, materials, and documents (whether in tangible or electronic form) containing confidential or proprietary information or relating to the business of the Company or any of its affiliates.

(b)    Executive shall not, at any time on or after the Termination Date, directly or indirectly use, access, or in any way alter or modify any of the databases, e-mail systems, software, computer systems, or hardware or other electronic, computerized, or technological systems of the Company or any of its affiliates. Executive acknowledges that any such conduct by Executive would be illegal and would subject Executive to legal action by the Company, including claims for damages and/or appropriate injunctive relief.

11.    No Admissions. The Company denies that the Company or any of its affiliates, or any of their employees or agents, has taken any improper action against Executive, and this Agreement shall not be admissible in any proceeding as evidence of improper action by the Company or any of its affiliates or any of their employees or agents.

12.    Confidentiality of Agreement. Executive shall keep the existence and the terms of this Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax advisors in connection with services related hereto and except as may be required by law or in connection with the preparation of tax returns.

13.    Non-Waiver. The Company’s waiver of a breach of this Agreement by Executive shall not be construed or operate as a waiver of any subsequent breach by Executive of the same or of any other provision of this Agreement.

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    A-4

14.    Applicable Law; Mandatory Arbitration and Equitable Relief. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by Sections 10, 11, and 12 of the Employment Agreement as if restated herein in their entirety.

15.    Legal Fees. In the event that either Party commences mediation, arbitration, or litigation to enforce or protect such Party’s rights under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other costs relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

16.    Entire Agreement. This Agreement sets forth the entire agreement of the Parties regarding the subject matter hereof, and shall be final and binding as to all claims that have been or could have been advanced on behalf of Executive pursuant to any claim arising out of or related in any way to Executive’s employment with the Company and the termination of that employment.

17.    Successors. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns.

18.    Enforcement. The provisions of this Agreement shall be regarded as divisible and separable and if any provision should be declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. If the scope of any restriction or requirement contained in this Agreement is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and Executive hereby consents that any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. In addition, Executive stipulates that breach by Executive of restrictions and requirements under this Agreement will cause irreparable damage to the Releasees in the case of Executive’s breach and that the Company would not have entered into this Agreement without Executive binding Executive to these restrictions and requirements. In the event of Executive’s breach of this Agreement, in addition to any other remedies the Company may have, and without bond and without prejudice to any other rights and remedies that the Company may have for Executive’s breach of this Agreement, the Company shall be relieved of any obligation to provide Severance Payments and shall be entitled to an injunction to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive. Executive stipulates that the restrictive period for which the Company is entitled to an injunction shall be extended in for a period that equals the time period during which Executive is or has been in violation of the restrictions contained herein.

19.    Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    A-5

headquarters of the Company; (e) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

20.    Future Cooperation. In connection with any and all claims, disputes, negotiations, governmental, internal or other investigations, lawsuits, or administrative proceedings (the “Legal Matters”) involving the Company or any affiliate, or any of their current or former officers, employees or board members (collectively, the “Disputing Parties” and, individually, each a “Disputing Party”), Executive shall make himself reasonably available, upon reasonable notice from the Company and without the necessity of subpoena, to provide information and documents, provide declarations and statements regarding a Disputing Party, meet with attorneys and other representatives of a Disputing Party, prepare for and give depositions and testimony, and otherwise cooperate in the investigation, defense, and prosecution of any and all such Legal Matters, as may, in the good faith and judgment of the Company, be reasonably requested. The Company shall consult with Executive and make reasonable efforts to schedule such assistance so as not to materially disrupt Executive’s business and personal affairs. The Company shall reimburse all reasonable expenses incurred by Executive in connection with such assistance, including travel, meals, rental car, and hotel expenses, if any; provided such expenses are approved in advance by the Company and are documented in a manner consistent with expense reporting policies of the Company as may be in effect from time to time.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the dates set forth below their respective signatures below.

[_______________]	EXECUTIVE
By:  [Name] [Title] Date:	[Name] Date:

#847539v2_IMAN_ - Domico First Community Financial Employment Agreement    A-6

EX-10.5

FIRST COMMUNITY FINANCIAL

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is made and entered into as of the Effective Date, by and among FIRST COMMUNITY FINANCIAL PARTNERS, INC., FIRST COMMUNITY FINANCIAL BANK, and STEVEN RANDICH. As used in this Agreement, capitalized terms have the meanings set forth in Section 21.

RECITALS

A.Executive has been employed by the Prior Employer.

B.The Prior Employer has been a subsidiary of the Company.

C.The Company will consolidate its subsidiary banks, including the Prior Employer, into one wholly-owned institution (which will be the Bank) via simultaneous mergers (the “Bank Consolidation”).

D.Following the Bank Consolidation, the Employer desires to employ Executive pursuant to the terms of this Agreement and Executive desires to be employed by the Employer pursuant to such terms.

E.The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment with the Employer, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed, and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement and Executive’s employment with the Employer.

F.The Parties desire to enter into this Agreement as of the Effective Date and, to the extent provided herein, to have this Agreement supersede all prior employment agreements between the Parties, whether or not in writing, and to have any such prior employment agreements become null and void as of the Effective Date, in each case contingent upon the consummation of the Bank Consolidation.

AGREEMENT

In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree as follows:

1.Employment Period. The Employer shall employ Executive during the Employment Period and Executive shall remain in the employ of the Employer and provide services to the Employer during the Employment Period in accordance with the terms of this Agreement.

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement

The “Employment Period” shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date, unless sooner terminated as provided herein, provided that the Employment Period shall be extended automatically for one additional year beginning on the first anniversary of the Effective Date and on each anniversary thereafter unless either Party notifies the other Party, by written notice delivered no later than 90 days prior to such anniversary, that the Employment Period shall not be extended. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs during the Employment Period, this Agreement shall remain in effect for the two-year period immediately following the Change in Control and shall then terminate.

2.Duties. During the Employment Period, Executive shall devote Executive’s full business time, energy, and talent to serving as the Senior Executive Vice President—Head of Retail Banking of the Bank, subject to the direction of the Chief Executive Officer of the Company and the Bank. Executive shall have the duties that are commensurate with Executive’s position(s) and any other duties that may be assigned to Executive by the Chief Executive Officer of the Company or the Bank, and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. During the Employment Period, Executive shall be nominated to serve as a member of the Bank Board, subject to the election of the applicable shareholders. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the extent such activities do not, in the judgment of the Independent Bank Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Employer or any Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Independent Bank Board.

3.Compensation and Benefits. During the Employment Period, while Executive is employed by the Employer, the Bank shall compensate Executive for Executive’s services as follows:

(a)Base Salary. Executive shall be paid a base salary at an annual rate of $190,000 (the “Annual Base Salary”), which shall be payable in accordance with the normal payroll practices of the Bank then in effect. Each year during the Employment Period, Executive’s Annual Base Salary shall be reviewed by the CEO for possible increase, but not decrease, with any such increase to be effective as of January 1 of the year of such adjustment; provided, however, that the first such review shall occur within 180 days following the Effective Date.

(b)Annual Bonus. Executive shall be eligible to receive performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Bank for each fiscal year ending during the Employment Period. Incentive Bonuses shall be established and determined in accordance with the Bank’s annual cash incentive plan, as may be in effect from time to time, or otherwise as determined by the CEO. Any Incentive Bonus shall be paid to Executive no later than

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    2

two and one-half months after the close of the year in which it is earned, provided that any Incentive Bonus shall not be considered earned until all determinations have been made and actions taken necessary to establish such Incentive Bonus.

(c)Benefit Plans. Executive shall be eligible to participate, subject to the terms thereof, in all incentive plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives. During the Employment Period, Executive and Executive’s dependents, as the case may be, shall be eligible to participate, subject to the terms thereof, in all pension and similar benefit plans and all medical, dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans of the Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as other similarly situated and performing executives.

(d)Vacation. Executive shall be entitled to accrue paid vacation in accordance with and subject to the Bank’s vacation programs and policies as may be in effect from time to time, provided that the minimum number of paid vacation days Executive shall accrue per calendar year is 20 days.

(e)Business Reimbursements. Executive shall be eligible to be reimbursed by the Bank, on terms that are substantially similar to those that apply to other similarly situated and performing executives employed by the Bank, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging, and similar items that are consistent with the Bank’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the Bank’s business.

(f)Automobile Allowance. The Bank shall pay to Executive on a monthly basis the sum of $750 as an automobile allowance, in accordance with the normal payroll practices of the Bank then in effect. Executive shall be responsible for all expenses for fuel, maintenance, repairs, insurance, and other costs relating to Executive’s automobile.

4.Rights upon Termination. This Agreement and Executive’s employment under this Agreement may be terminated for any of the reasons described in this Section 4. Executive’s right to benefits, if any, for periods after the Termination Date shall be determined in accordance with this Section 4:

(a)Minimum Benefits. If the Termination Date occurs during the Employment Period for any reason, Executive shall be entitled to the Minimum Benefits, in addition to any other benefits to which Executive may be entitled under the following provisions of this Section 4 or the express terms of any employee benefit plan or as required by law. Any benefits to be provided to Executive pursuant to this Section 4(a) shall be provided within 30 days after the Termination Date; provided, however, that any benefits, incentives or awards payable as described in Section 4(i) shall be provided in accordance with the terms of the applicable plan, program, or arrangement. Except as may expressly be provided to the contrary in this Agreement, nothing in this Agreement shall be construed as requiring Executive to be treated as employed by the Employer or an Affiliate following the Termination Date for purposes of any plan, program, or arrangement.

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    3

(b)Termination for Cause, Voluntary Resignation, or Non-Renewal. If the Termination Date occurs during the Employment Period and is a result of a Termination for Cause or a termination by Executive other than for Good Reason, or if this Agreement expires due to notice of non-renewal by either Party as provided under Section 1 or at the end of a Covered Period, then, other than the Minimum Benefits, Executive shall have no right to benefits under this Agreement (and the Employer and the Affiliates shall have no obligation to provide any such benefits) for periods after the Termination Date.

(c)Termination other than for Cause or Termination for Good Reason. If Executive’s employment is subject to a Termination other than during a Covered Period, then, in addition to the Minimum Benefits, the Bank shall provide Executive the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in 24 substantially equal semi-monthly installments, with each successive payment being due on the semi-monthly anniversary of the Termination Date.

(ii)To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date.

(iii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e).

(d)Termination upon a Change in Control. If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Bank shall provide Executive the following benefits:

(i)On the 45th day following the Termination Date, the Bank shall pay Executive a lump sum payment in an amount equal to the Severance Amount.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(e)Medical and Dental Benefits. If Executive’s employment is subject to a Termination, to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Bank (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Bank shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination for a period of 12 months immediately following the Termination, such that Executive shall be required to pay, on a monthly basis, the same amount as Executive would pay if Executive continued in employment with the Employer during such period (with such monthly amount payable

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    4

by Executive reduced by an amount equal to one-twelfth of the aggregate amount of Bank contributions to Executive’s health savings account during the 12-month period prior to Executive’s Termination), and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Bank (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 4(e) may be procured directly by the Bank (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Bank and the Affiliates shall not exceed the cost for continued COBRA coverage under the Bank’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Bank (or Affiliate) plan benefits, the Bank’s and the Affiliates’ obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Bank of any subsequent employment and provide information regarding medical and/or dental coverage available.

(f)Termination Due to Executive’s Death. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s death, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)The Bank shall pay to Executive’s heirs, estate, or personal representative, as may be applicable, a lump sum amount equal to 50% of Executive’s Annual Base Salary as of the time of Executive’s death, within 90 days following Executive’s death.

(ii)Executive’s dependents, as may be applicable, shall be entitled to the benefits provided in Section 4(e), provided that such benefits shall be paid for by the Bank, such that Executive’s dependents shall not be required to pay the same amount as Executive would pay if Executive continued in employment with the Employer during the 12-month period described in Section 4(e).

(g)Termination Due to Executive’s Disability. If Executive’s employment with the Employer and all Affiliates is subject to a termination due to Executive’s Disability, then, in addition to the Minimum Benefits, the Bank shall provide the following benefits:

(i)On the first regularly-scheduled payroll date following the 45th day following the Termination Date, the Bank shall pay to Executive a lump sum amount equal to 100% of Executive’s Annual Base Salary as of such Termination Date.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(iii)During the 12 months immediately following the Termination Date, Executive and Executive’s dependents, as may be applicable, shall continue to be eligible to participate, subject to the terms thereof, in all disability and life insurance plans of the

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    5

Bank as may be in effect from time to time with respect to senior executives employed by the Bank, on as favorable a basis as immediately prior to the Termination Date.

(h)Golden Parachute Payment Adjustment.

(i)If the value of any payment or other benefit Executive would receive in connection with a Change in Control (the “Benefit”) would (A) constitute a “parachute payment” within the meaning of Code Section 280G, and (B) but for this sentence, be subject to the Excise Tax, then the Benefit shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (1) the largest portion of the Benefit that would result in no portion of the Benefit being subject to the Excise Tax or (2) the largest portion, up to and including the total, of the Benefit, whichever amount, after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Benefit notwithstanding that all or some portion of the Benefit may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Benefit equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to the Bank’s approval if made on or after the date on which the event that triggers the Benefit occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of Executive’s stock awards unless Executive elects in writing a different order for cancellation.

(ii)The accounting firm engaged by the Bank for general audit purposes as of the day prior to the effective date of the Change in Control shall perform any calculations necessary in connection with this Section 4(h). If the accounting firm so engaged by the Bank is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Bank shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Bank shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

(iii)The accounting firm engaged to make the determinations under this Section 4(h) shall provide its calculations, together with detailed supporting documentation, to the Parties within 15 calendar days after the date on which Executive’s right to a Benefit is triggered (if requested at that time by Executive or the Bank) or such other time as requested by Executive or the Bank. If the accounting firm determines that no Excise Tax is payable with respect to a Benefit, it shall furnish the Parties with an opinion reasonably acceptable to the Bank that no Excise Tax will be imposed with respect to such Benefit. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Parties, except as set forth below.

(iv)If, notwithstanding any reduction described in this Section 4(h), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of the

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    6

payment of benefits as described above, then Executive shall be obligated to pay back to the Bank, within 30 days after a final IRS determination, or, in the event Executive challenges the final IRS determination, within 30 days after a final judicial determination, a portion of the payment equal to the Repayment Amount. The “Repayment Amount” with respect to the payment of benefits shall be the smallest amount, if any, required to be paid to the Bank so that Executive’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be $0 if a Repayment Amount of more than $0 would not result in Executive’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 4(h), Executive shall pay the Excise Tax.

(v)Notwithstanding any other provision of this Section 4(h), if (A) there is a reduction in the payment of benefits as described in this Section 4(h), (B) the IRS later determines that Executive is liable for the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated as if Executive’s benefits had not previously been reduced), and (C) Executive pays the Excise Tax, then the Bank shall pay to Executive those benefits that were reduced pursuant to Section 4(h) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of benefits is maximized.

(i)Other Benefits.

(i)Executive’s rights following a termination of employment with the Employer and the Affiliates for any reason with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Bank or the Affiliates, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein.

(ii)Except as specifically provided herein, the Bank and the Affiliates shall have no further obligations to Executive under this Agreement following Executive’s termination of employment for any reason.

(j)Removal from any Boards and Positions. Upon Executive’s termination of employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member, from the Bank Board and the board of directors of any Affiliate and any other board to which Executive has been appointed or nominated by or on behalf of the Employer or an Affiliate, (ii) from each position with the Employer and the Affiliates, including as an officer of the Employer or the Affiliates, and (iii) as a fiduciary of any employee benefit plan of the Employer or the Affiliates.

(k)Regulatory Suspension and Termination.

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    7

(i)If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings, provided that if the charges in such notice are dismissed, the Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A.

(ii)If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Employer or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, all obligations of the Employer and the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iii)If the Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Employer under this Agreement shall terminate as of the date of default, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(iv)All obligations of the Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA, or when the Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(k) shall not affect any vested rights of the Parties.

(v)Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

(l)Clawback. Notwithstanding any provision of this Agreement to the contrary, if any Severance Restrictions require the recapture or “clawback” of any Severance Amount paid to Executive under this Agreement, Executive shall repay to the Bank the aggregate amount of any such payments, with such repayment to occur no later than 30 days following Executive’s receipt of a written notice from the Bank indicating that payments received by Executive under this Agreement are subject to recapture or clawback pursuant to the Severance Restrictions.

(m)TARP. Notwithstanding any provision of this Agreement to the contrary, if the Bank is, as a result of its or any Affiliate’s participation in TARP, prohibited from paying or providing to Executive any of the benefits described herein, Executive shall have no further right to receive, and shall forever waive and discharge any claim against the Employer or any respective directors, officers, employees, and agents with respect to, any such benefits, and Executive shall not be entitled to any other compensation or benefit in lieu thereof. Further, to the extent Executive is or becomes subject to the “claw-back” provisions of Section 111(b)(3)(B) of the EESA as a result

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    8

of the Bank’s or any Affiliate’s participation in TARP, Executive shall repay to the Bank, within 15 business days of notification in writing that such amounts are required to be repaid pursuant to such claw-back provisions, any amounts of incentive compensation paid to Executive if it is later determined that such payments were based on materially inaccurate financial statements or performance metrics, or such claw-back is otherwise required by the Treasury pursuant to its authority under TARP. If the Bank notifies Executive in writing that benefits received by Executive hereunder are in violation of the EESA, Executive shall repay the aggregate amount of such payments to the Bank no later than 15 business days following Executive’s receipt of such notice. If Executive does not repay any such amounts within such 15-day periods, Executive shall be liable for any costs incurred by the Bank, including reasonable legal fees, in pursuing repayment of any such amounts.

5.Release. Notwithstanding any provision of this Agreement to the contrary, no benefits owed to Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) under Section 4(c), 4(d), 4(e), 4(f),or 4(g) (other than the Minimum Benefits) shall be provided to Executive unless Executive (or Executive’s dependents, heirs, estate, or personal representative, as may be applicable) executes (without subsequent revocation) and delivers to the Bank a Release within 21 days (or such longer period to the extent required by applicable law) following the Termination Date.

6.Restrictive Covenants. Executive acknowledges that Executive has been and will continue to be provided intimate knowledge of the business practices, trade secrets, and other confidential and proprietary information of the Employer and the Affiliates (including the Confidential Information), which, if exploited by Executive, would seriously, adversely, and irreparably affect the interests of the Employer and the Affiliates and the ability of each to continue its business.

(a)Confidential Information. Executive acknowledges that, during the course of Executive’s employment with the Employer, Executive may produce and have access to Confidential Information. Executive shall not directly or indirectly use, disclose, copy, or make lists of Confidential Information for the benefit of anyone other than the Employer, either during or after Executive’s employment with the Employer, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by law, or otherwise as reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties hereunder. If Executive receives a subpoena or other court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Employer or the Affiliates, or Executive’s activities in connection with the business of the Employer or the Affiliates, Executive shall immediately notify the Employer of such subpoena, court order, or other requirement and deliver forthwith to the Employer a copy thereof and any attachments and non-privileged correspondence related thereto. Executive shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. Executive shall abide by the Employer’s and the Affiliates’ policies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and the Affiliates; in this regard, Executive shall not directly or indirectly render services to any person or entity where Executive’s service would involve the use or disclosure of Confidential Information. Executive shall not use any Confidential Information to guide

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    9

Executive in searching publications or other publicly available information, selecting a series of items of knowledge from unconnected sources, and fitting them together to claim that Executive did not violate any terms set forth in this Agreement.

(b)Documents and Property.

(iii)All records, files, documents, and other materials or copies thereof relating to the business of the Employer or the Affiliates that Executive prepares, receives, or uses shall be and remain the sole property of the Employer and, other than in connection with the performance by Executive of Executive’s duties hereunder, shall not be removed from the premises of the Employer or the Affiliates without the Employer’s prior written consent, and shall be immediately returned to the Employer upon Executive’s termination of employment for any reason, together with all copies (including copies or recordings in electronic form), abstracts, notes, or reproductions of any kind made from or about the records, files, documents, or other materials. Executive shall disclose to the Employer all computer and internet user identifications and passwords used by Executive in the course of Executive’s performance of Executive’s duties hereunder or necessary for accessing information on the Employer’s or the Affiliates’ computer systems upon Executive’s termination of employment for any reason.

(iv)Executive acknowledges that Executive’s access to and permission to use the Employer’s computer systems, networks, and equipment, and all Employer and Affiliate information contained therein, is restricted to legitimate business purposes on behalf of the Employer. Any other access to or use of such systems, network, equipment, and information is without authorization and is prohibited. The restrictions contained in this Section 6(b) extend to any personal computers or other electronic devices of Executive that are used for business purposes relating to the Employer and the Affiliates (including smart phones, PDAs, digital tablets, or other portable electronic devices). Executive shall not transfer any Employer or Affiliate information to any personal computer or other electronic device that is not otherwise used for any business purpose relating to the Employer or an Affiliate. Upon the termination of Executive’s employment with the Employer for any reason, Executive’s authorization to access and permission to use the Employer’s and the Affiliates’ computer systems, networks, and equipment, and any Employer and Affiliate information contained therein, shall cease.

(c)Non-Solicitation. As an essential ingredient of and in consideration of this Agreement, the Bank’s agreement to pay the compensation described herein, and Executive’s employment with the Employer, Executive shall not, during Executive’s employment or during the Restricted Period, whether the termination of Executive’s employment occurs during the Employment Period or thereafter, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):

(i)(A) Induce or attempt to induce any employee of the Employer or an Affiliate to leave the employ of the Employer or an Affiliate; (B) in any way interfere with the relationship between the Employer or an Affiliate and any employee of the Employer or an Affiliate; or (C) induce or attempt to induce any customer, supplier, licensee, or other

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    10

business relation of the Employer or an Affiliate to cease doing business with the Employer or an Affiliate or in any way interfere with the relationship between the Employer or an Affiliate and their respective customers, suppliers, licensees, or other business relations.

(ii)Solicit the business of any person or entity known to Executive to be a customer of the Employer or an Affiliate, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with, or had made Substantial Business Efforts with respect to, such person or entity, with respect to products, activities, or services that compete in whole or in part with the products, activities, or services of the Employer or an Affiliate.

Notwithstanding any provision of this Agreement to the contrary, in the event Executive’s employment is subject to a Termination and the Bank, as a result of its or any Affiliate’s participation in TARP, is prohibited from providing to Executive all benefits under Section 4(c), 4(d), and 4(e), the Restrictive Covenant shall not apply.

(d)Works Made for Hire Provisions. The Parties acknowledge that all work performed by Executive for the Employer or an Affiliate shall be deemed a work made for hire. The Employer shall at all times own and have exclusive right, title, and interest in and to all Confidential Information and Inventions, and the Employer shall retain the exclusive right to license, sell, transfer, and otherwise use and dispose of the same. All enhancements of the technology of the Employer or an Affiliate that are developed by Executive shall be the exclusive property of the Employer. Executive hereby assigns to the Employer any right, title, and interest in and to all Inventions that Executive may have, by law or equity, without additional consideration of any kind whatsoever from the Employer or an Affiliate. Executive shall execute and deliver any instruments or documents and do all other things (including the giving of testimony) requested by the Employer (both during and after the termination of Executive’s employment with the Employer) in order to vest more fully in the Employer or an Affiliate all ownership rights in the Inventions (including obtaining patent, copyright, or trademark protection therefore). To the extent required by applicable state statute, this Section 6(d) shall not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Employer or an Affiliate was used and that was developed entirely on Executive’s own time, unless the Invention (i) relates to the business of the Employer or an Affiliate or to the Employer’s or an Affiliate’s actual or demonstrably anticipated research or development or (ii) results from any work performed by Executive for the Employer or an Affiliate.

(e)Remedies for Breach of Restrictive Covenants. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges that the covenants contained in this Section 6 are reasonable with respect to their duration, geographical area, and scope. Executive further acknowledges that the restrictions contained in this Section 6 are reasonable and necessary for the protection of the legitimate business interests of the Employer and the Affiliates, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Employer and the Affiliates and such interests, and that such restrictions were a material inducement to the Employer to enter into this Agreement. In the event of any violation or threatened violation of the restrictions contained in this Section 6, the Employer and the Affiliates, in addition to and

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    11

not in limitation of, any other rights, remedies, or damages available under this Agreement or otherwise at law or in equity, (i) shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive, as the case may be, without any requirement that the Employer or an Affiliate post bond and (ii) shall be relieved of any obligation to pay or provide any amounts or benefits pursuant to this Agreement. If Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant; accordingly, the Restrictive Covenant shall be deemed to have the duration specified herein computed from the date the relief is granted but reduced by the time between the period when the Restricted Period began to run and the date of the first violation of the Restrictive Covenant by Executive.

(f)Other Agreements. In the event of the existence of another agreement between the Parties that (i) is in effect during the Restricted Period, and (ii) contains restrictive covenants that conflict with any of the provisions of this Section 6, then the more restrictive of such provisions from the two agreements shall control for the period during which both agreements would otherwise be in effect.

7.No Set-Off; No Mitigation. Except as provided herein, the Employer’s obligation to provide benefits under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including any set-off, counterclaim, recoupment, defense, or other right the Employer may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

8.Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Employer, First Community Financial Partners, Inc.; Attention: Chairman of the Board of Directors; 2801 Black Road; Joliet, Illinois 60435; and if to Executive, to Executive’s most recent address in the Employer’s records; or, in each respective case, to such other address as either Party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt.

9.Indemnification.

(a)Insurance. The Bank shall provide Executive (including Executive’s heirs, personal representatives, executors, and administrators) during the Employment Period with coverage under a directors’ and officers’ liability insurance policy at its expense.

(b)Hold Harmless. In addition to the insurance coverage provided for in this Section 9, the Employer shall hold harmless and indemnify Executive (and Executive’s heirs, personal representatives, executors, and administrators) to the fullest extent permitted under applicable law, but also subject to the limits of applicable law, against all expenses and liabilities reasonably incurred by Executive in connection with or arising out of any action, suit, or proceeding

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    12

in which Executive may be involved by reason of having been an officer of the Employer (whether or not Executive continues to be an officer at the time of incurring such expenses or liabilities), with such expenses and liabilities to include judgments, court costs, and attorneys’ fees and the cost of reasonable settlements.

(c)Advancement of Expenses. If Executive becomes a party, or is threatened to be made a party, to any action, suit, or proceeding for which the Employer has agreed to provide insurance coverage or indemnification under this Section 9, the Bank shall, to the full extent permitted under applicable law, advance all expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement, or appeal of any threatened, pending, or completed action, suit, or proceeding, subject to receipt by the Bank of a written undertaking from Executive: (i) to reimburse the Bank for all Expenses actually paid by the Bank to or on behalf of Executive if it shall be ultimately determined that Executive is not entitled to indemnification by the Bank for such Expenses; and (ii) to assign to the Bank all rights of Executive to indemnification, under any policy of directors’ and officers’ liability insurance or otherwise, to the extent of the amount of Expenses actually paid by the Bank to or on behalf of Executive.

10.Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Illinois applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction.

11.Mandatory Arbitration. Except as provided in Section 6(e), if any dispute or controversy arises under or in connection with this Agreement, and such dispute or controversy cannot be settled through negotiation, the Parties shall first try in good faith to settle the dispute or controversy by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If such mediation is not successful, the dispute or controversy shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The FDIC may appear at any arbitration hearing but any decision made thereunder shall not be binding on the FDIC.

12.Equitable Relief. Notwithstanding Section 11, either Party may file a request with a court of competent jurisdiction for equitable relief, including injunctive relief, pending resolution of any claim through the arbitration procedure set forth herein; provided, however, that in such cases, the trial on the merits of the claims shall occur in front of, and shall be decided by, the arbitrator, who shall have the same ability to order legal or equitable remedies as could a court of general jurisdiction.

13.Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect. The

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    13

various covenants and provisions of this Agreement are intended to be severable and to constitute independent and distinct binding obligations. Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent permitted by law, and such scope may be judicially modified accordingly.

14.Withholding of Taxes. The Employer may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as may be required pursuant to any law, governmental regulation, or ruling.

15.No Assignment. Executive’s right to receive benefits under this Agreement shall not be assignable or transferable whether by pledge, creation of a security interest, or otherwise, other than a transfer by will or by the laws of descent or distribution. In the event of any attempted assignment or transfer contrary to this Section 15, the Employer and the Affiliates shall have no liability to pay any amount so attempted to be assigned or transferred. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

16.Successors. This Agreement shall be binding upon and inure to the benefit of the Employer, its successors, and assigns.

17.Legal Fees. In the event that either Party commences mediation, arbitration, litigation, or any similar action to enforce or protect such Party’s rights in accordance with and under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and other costs (including the costs of experts, evidence, and counsel) relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

18.Amendment. This Agreement may not be amended or modified except by written agreement signed by the Parties.

19.Code Section 409A.

(a)To the extent any provision of this Agreement or action by the Employer would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Employer. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Employer to avoid the application of taxes or interest

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    14

under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.

(b)Notwithstanding any provision of this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein.

20.Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Bank; (e) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

21.Definitions. As used in this Agreement, the terms defined in this Section 21 have the meanings set forth below.

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    15

(a)“1934 Act” means the Securities Exchange Act of 1934.

(b)“Affiliate” means each Business Entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company or the Bank, where “control” means (i) the ownership of more than 50% of the Voting Securities or other voting or equity interests of any Business Entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Business Entity.

(c)“Agreement” means this employment agreement, made and entered into as of the Effective Date, by and between the Parties.

(d)“Annual Base Salary” has the meaning set forth in Section 3(a).

(e)“Average Incentive Bonus” means the average of Incentive Bonuses determined for the immediately preceding three completed fiscal-year performance periods of the Bank; provided, however, that if an Incentive Bonus has not yet been determined for a previously completed fiscal year performance period as of the Termination Date, then Target Bonus shall be used with respect to such fiscal year for purposes of calculating the Average Incentive Bonus. For purposes of calculating the Average Incentive Bonus, fiscal years for which no bonus was determined to have been earned shall be included in the calculation of the three-year average.

(f)“Bank” means First Community Financial Bank.

(g)“Bank Board” means the Board of Directors of the Bank.

(h)“Bank Consolidation” has the meaning set forth in the Recitals.

(i)“Base Compensation” means the amount equal to the sum of (i) the greater of Executive’s then-current Annual Base Salary or Executive’s Annual Base Salary as of the date one day prior to the Change in Control, and (ii) the Average Incentive Bonus.

(j)“Benefit” has the meaning set forth in Section 4(h)(i).

(k)“Business Entity” means any corporation, partnership, limited liability company, joint venture, association, partnership, business trust, or other business entity.

(l)“CEO” means the Chief Executive Officer of the Company.

(m)“Change in Control” means the first to occur of the following:

(i)The consummation of the acquisition by any “person” (as such term is defined in Section 13(d) or 14(d) of the 1934 Act) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 50% of the combined voting power of the then outstanding Voting Securities of the Company;

(ii)During any 12-month period, the individuals who, as of the Effective Date, are members of the Company Board cease for any reason to constitute a majority of

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    16

the Company Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of a majority of the Company Board, in which case such new director shall, for purposes of this Agreement, be considered as a member of the Company Board; or

(iii)The consummation by the Company of: (A) a merger or consolidation if the Company’s shareholders immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation; or (B) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, the Company.

Notwithstanding any provision of this definition to the contrary, a Change in Control shall not be deemed to have occurred solely because more than 50% of the combined voting power of the then outstanding securities of the Company are acquired by (A) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or an Affiliate or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the Company’s shareholders in the same proportion as their ownership of stock immediately prior to such acquisition.

Further notwithstanding any provision of this definition to the contrary, in the event that any amount or benefit under this Agreement constitutes deferred compensation under Code Section 409A and the settlement of or distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” under Code Section 409A.

(n)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

(o)“Code” means the Internal Revenue Code of 1986.

(p)“Company” means First Community Financial Partners, Inc.

(q)“Company Board” means the Board of Directors of the Company.

(r)“Confidential Information” means confidential or proprietary non-public information concerning the Employer or the Affiliates, including research, development, designs, formulae, processes, specifications, technologies, marketing materials, financial and other information concerning customers and prospective customers, customer lists, records, data, computer programs, source codes, object codes, database structures, trade secrets, proprietary business information, pricing and profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation, and other information not generally available to the public.

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    17

(s)“Covered Period” means the period beginning six months prior to a Change in Control and ending on the date that is 24 months after the Change in Control.

(t)“Disability” means that (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Bank.

(u)“EESA” means the Emergency Economic Stabilization Act of 2008.

(v)“Effective Date” means the date of consummation of the Bank Consolidation.

(w)“Employer” means the Bank.

(x)“Employment Period” has the meaning set forth in Section 1.

(y)“Excise Tax” means the excise tax imposed under Code Section 4999.

(z)“Executive” means Steven Randich.

(aa)“Expenses” has the meaning set forth in Section 9(c).

(bb)“FDIA” means the Federal Deposit Insurance Act.

(cc)“FDIC” means the Federal Deposit Insurance Corporation.

(dd)“Good Reason” means the occurrence of any one of the following events, unless Executive agrees in writing that such event shall not constitute Good Reason:

(i)A material and adverse change in the nature, scope, or status of Executive’s position, authorities, or duties from those in effect in accordance with Section 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(ii)A material reduction in Executive’s Annual Base Salary or target Incentive Bonus opportunity, or a material reduction in Executive’s aggregate benefits or other compensation plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(iii)A relocation of Executive’s primary place of employment of more than 25 miles from Executive’s primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than prior to the Covered Period;

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    18

(iv)Removal of Executive from, or failure to elect Executive to, the Bank Board;

(v)The failure by an acquirer to assume this Agreement at the time of a Change in Control; or

(vi)A material breach by the Employer of this Agreement.

Notwithstanding any provision of this definition to the contrary, (A) prior to Executive’s Termination for Good Reason, Executive must give the Employer written notice of the existence of any condition set forth in a clause immediately above within 90 days of its initial existence and the Employer shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Employer cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason.

(ee)“Incentive Bonus” has the meaning set forth in Section 3(b).

(ff)“Independent Bank Board” means the members of the Bank Board other than Executive.

(gg)“Inventions” means all systems, procedures, techniques, manuals, databases, plans, lists, inventions, trade secrets, copyrights, patents, trademarks, discoveries, innovations, concepts, ideas, and software conceived, compiled, or developed by Executive in the course of Executive’s employment with the Employer and/or comprised, in whole or part, of Confidential Information. Notwithstanding the foregoing sentence, Inventions shall not include: (i) any inventions independently developed by Executive and not derived, in whole or part, from any Confidential Information or (ii) any invention made by Executive prior to Executive’s exposure to any Confidential Information.

(hh)“IRS” means the United States Internal Revenue Service.

(ii)“Minimum Benefits” means, as applicable, the following:

(i)Executive’s earned but unpaid Annual Base Salary for the period ending on the Termination Date;

(ii)Executive’s earned but unpaid Incentive Bonus, if any, for any completed fiscal year preceding the Termination Date; provided, however, that Executive shall not be entitled to any Incentive Bonus in the event of a Termination for Cause;

(iii)Executive’s accrued but unpaid vacation pay for the period ending on the Termination Date;

(iv)Executive’s unreimbursed business expenses through and including the Termination Date, provided that all required submissions for expense reimbursement

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    19

are made in accordance with the Bank’s expense reimbursement policy and within 15 days following the Termination Date; and

(v)The benefits, incentives, and awards described in Section 4(i)(i).

(jj)“Parties” means the Employer and Executive.

(kk)“Prior Employer” means First Community Bank of Joliet.

(ll)“Reduced Amount” has the meaning set forth in Section 4(h)(i).

(mm)“Release” means a general release and waiver substantially in the form attached as Exhibit A.

(nn)“Repayment Amount” has the meaning set forth in Section 4(h)(i).

(oo)“Restricted Period” means a period of 12 months immediately following the termination of Executive’s employment for any reason, whether such termination occurs during the Employment Period or thereafter.

(pp)“Restrictive Covenant” has the meaning set forth in Section 6(c).

(qq)“Severance Amount” means an amount equal to 100% of Executive’s Base Compensation as of the respective Termination.

(rr)“Severance Restrictions” means any applicable statute, law, regulation, or regulatory interpretation or other guidance, including FIL-66-2010 and any related FDIC guidance, that would require the Employer or any Affiliate to seek or demand repayment or return of any payments made to Executive for any reason, including the Employer, an Affiliate or their successors later obtaining information indicating that Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. 359.4(a)(4).

(ss)“Specified Employee” means any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee, Executive shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of the identification period. For purposes of determining whether Executive is a key employee, “compensation” means Executive’s W-2 compensation as reported by the Bank for a particular calendar year.

(tt)“Substantial Business Efforts” means marketing, promotional, purchasing, sales, or solicitation activities undertaken on behalf of the Employer or an Affiliate, which include (i) in person and voice communications and (ii) either or both of (A) delivery of a quote, bid, proposal, or request for any of the foregoing or (B) visits to the site of the actual or potential business development and other similar meetings or visits (conducted alone or with other employees of the

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    20

Employer or an Affiliate), where such activities would enjoy a reasonable prospect of success in the absence of any breach of this Agreement.

(uu)“Target Bonus” means Executive’s target Incentive Bonus for the applicable fiscal year performance period, if one is used, and if not, the Target Bonus shall be determined based upon the mid-point between the maximum Incentive Bonus and the threshold Incentive Bonus for the applicable fiscal year performance period, with the threshold bonus based upon the first level of performance for which some amount of Incentive Bonus would be payable.

(vv)“TARP” means the Treasury’s Troubled Asset Relief Program/Capital Purchase Program.

(ww)“Termination” means a termination of Executive’s employment with the Employer and all Affiliates during the Employment Period either:

(i)By the Employer, other than (A) a Termination for Cause or (B) a termination as a result of Executive’s death or Disability; or

(ii)By Executive for Good Reason.

(xx)“Termination Date” means the date of termination (whether or not such termination constitutes a Termination) of Executive’s employment with the Employer and all Affiliates.

(yy)“Termination for Cause” means a termination of Executive’s employment by the Employer as a result of any of the following (in each case as determined by the CEO):

(i)Executive’s willful and continuing failure to perform Executive’s obligations hereunder, which failure is not remedied within five business days after receipt of written notice of such failure from the Employer;

(ii)Executive’s conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or any state thereof;

(iii)Executive’s breach of fiduciary responsibility;

(iv)An act of dishonesty by Executive that has a material adverse effect on the Employer or an Affiliate;

(v)Executive’s engagement in one or more unsafe or unsound banking practices that have a material adverse effect on the Employer or an Affiliate;

(vi)Executive’s removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law;

(vii)A material breach by Executive of this Agreement;

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    21

(viii)An act or omission by Executive that has a material adverse effect on the Employer or an Affiliate in the community; or

(ix)A material breach of Employer policies as may be in effect from time to time.

Further, a Termination for Cause shall be deemed to have occurred if, after the termination of Executive’s employment with the Employer and any Affiliate, facts and circumstances arising during the course of such employment are discovered that would have warranted a Termination for Cause.

Further, with respect to clauses (i), (iii), (iv), (vii), (viii), and (ix) of this definition, Executive shall be entitled to at least 30 days’ prior written notice of the Employer’s intention to terminate Executive’s employment in a Termination for Cause, which notice shall specify the grounds for the Termination for Cause; and Executive shall be provided a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for the Termination for Cause, and a reasonable opportunity to present to the CEO Executive’s position regarding any dispute relating to the existence of any grounds for Termination for Cause.

Further, all rights Executive has or may have under this Agreement shall be suspended automatically during the pendency of any investigation by the CEO or the CEO’s designee or during any negotiations between the CEO or the CEO’s designee and Executive regarding any actual or alleged act or omission by Executive of the type that would warrant a Termination for Cause and such suspension shall not give rise to a claim of Good Reason by Executive.

(zz)“Treasury” means the United States Department of the Treasury.

([[)“Voting Securities” means any securities that ordinarily possess the power to vote in the election of directors without the happening of any precondition or contingency.

22.Survival. The provisions of Section 6 shall survive the termination of this Agreement.

[Signature page follows]

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    22

IN WITNESS WHEREOF, each of the Company and the Bank has caused this Agreement to be executed in its name and on its behalf, and Executive acknowledges understanding and acceptance of, and agrees to, the terms of this Agreement, all as of the Effective Date.

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

By: /s/ Patrick J. Roe

Print Name: Patrick J. Roe

Title: President & COO

FIRST COMMUNITY FINANCIAL BANK

By: /s/ Roy C. Thygesen

Print Name: Roy C. Thygesen

Title: Chief Executive Officer

EXECUTIVE

By: /s/ Steven Randich

Steven Randich

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    23

EXHIBIT A

AGREEMENT AND RELEASE AND WAIVER

This AGREEMENT AND RELEASE AND WAIVER (“Agreement”) is made and entered into by and between [_______________] (the “Company”) and [_______________] (“Executive”).

WHEREAS, Executive and the Company desire to settle fully and amicably all issues between them, including any issues arising out of Executive’s employment with the Company and the termination of that employment; and

WHEREAS, Executive and the Company are parties to that certain Employment Agreement, made and entered into as of [_______________], as amended (the “Employment Agreement”).

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, Executive and the Company (collectively, the “Parties” and, individually, each a “Party”), intending to be legally bound, hereby agree as follows:

1.    Termination of Employment. Executive’s employment with the Company shall terminate effective as of the close of business on [_______________] (the “Termination Date”).

2.    Compensation and Benefits. Subject to the terms of this Agreement, the Company shall compensate Executive under this Agreement as follows (collectively, the “Severance Payments”):

(a)    Severance Amount. [_______________].

(b)    Accrued Salary and Vacation. Executive shall be entitled to a lump sum payment in an amount equal to Executive’s earned but unpaid annual base salary and vacation pay for the period ending on the Termination Date, with such payment to be made on the first payroll date following the Termination Date.

(c)    COBRA Benefits. [_______________].

(d)    Executive Acknowledgement. Executive acknowledges that, subject to fulfillment of all obligations provided for herein, Executive has been fully compensated by the Company, including under all applicable laws, and that nothing further is owed to Executive with respect to wages, bonuses, severance, other compensation, or benefits. Executive further acknowledges that the Severance Payments (other than (b) above) are consideration for Executive’s promises contained in this Agreement, and that the Severance Payments are above and beyond any wages, bonuses, severance, other compensation, or benefits to which Executive is entitled from the Company under the terms of Executive’s employment or under any other contract or law that Executive would be entitled to absent execution of this Agreement.

(e)    Withholding. The Severance Payments shall be treated as wages and subject to all taxes and other payroll deductions required by law.

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    A-1

3.    Termination of Benefits. Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

4.    Release of Claims and Waiver of Rights. Executive, on Executive’s own behalf and that of Executive’s heirs, executors, attorneys, administrators, successors, and assigns, fully releases and discharges the Company, its predecessors, successors, parents, subsidiaries, affiliates, and assigns, and its and their directors, officers, trustees, employees, and agents, both in their individual and official capacities, and the current and former trustees and administrators of each retirement and other benefit plan applicable to the employees and former employees of the Company, both in their official and individual capacities (the “Releasees”) from all liability, claims, demands, and actions Executive now has, may have had, or may ever have, whether currently known or unknown, as of or prior to Executive’s execution of this Agreement (the “Release”), including liability claims, demands, and actions:

(a)    Arising from or relating to Executive’s employment or other association with the Company, or the termination of such employment,

(b)    Relating to wages, bonuses, other compensation, or benefits,

(c)    Relating to any employment or change in control contract,

(d)    Relating to any employment law, including

(i) The United States and State of Illinois Constitutions,

(ii) The Civil Rights Act of 1964,

(iii) The Civil Rights Act of 1991,

(iv) The Equal Pay Act,

(v) The Employee Retirement Income Security Act of 1974,

(vi) The Age Discrimination in Employment Act (the “ADEA”),

(vii) The Americans with Disabilities Act,

(viii) Executive Order 11246, and

(ix) Any other federal, state, or local statute, ordinance, or regulation relating to employment,

(e)    Relating to any right of payment for disability,

(f)    Relating to any statutory or contractual right of payment, and

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    A-2

(g)    For relief on the basis of any alleged tort or breach of contract under the common law of the State of Illinois or any other state, including defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, and negligence.

Executive acknowledges that Executive is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Executive waives, surrenders, and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction, including the State of Illinois.

5.    Exclusions from General Release. Excluded from the Release are any claims or rights that cannot be waived by law, as well as Executive’s right to file a charge with an administrative agency or participate in any agency investigation. Executive is, however, waiving the right to recover any money in connection with a charge or investigation. Executive is also waiving the right to recover any money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency.

6.    Covenant Not to Sue.

(a)    A “covenant not to sue” is a legal term that means Executive promises not to file a lawsuit in court. It is different from the release of claims and waiver of rights contained in Section 4 above. Besides waiving and releasing the claims covered by Section 4 above, Executive shall never sue the Releasees in any forum for any reason covered by the Release. Notwithstanding this covenant not to sue, Executive may bring a claim against the Company to enforce this Agreement, to challenge the validity of this Agreement under the ADEA or for any claim that arises after execution of this Agreement. If Executive sues any of the Releasees in violation of this Agreement, Executive shall be liable to them for their reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other litigation costs incurred in defending against Executive’s suit. In addition, if Executive sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all but a sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the promises and covenants in this Agreement. In that event, the Company shall have no obligation to make any further Severance Payments.

(b)    If Executive has previously filed any lawsuit against any of the Releasees, Executive shall immediately take all necessary steps and execute all necessary documents to withdraw or dismiss such lawsuit to the extent Executive’s agreement to withdraw, dismiss, or not file a lawsuit would not be a violation of any applicable law or regulation.

7.    Representations by Executive. Executive warrants that Executive is legally competent to execute this Agreement and that Executive has not relied on any statements or explanations made by the Company or its attorneys. Executive acknowledges that Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release. Executive acknowledges that Executive has been offered at least 21 days to consider this Agreement. After being so advised, and without coercion of any kind, Executive freely, knowingly, and voluntarily enters into this Agreement. Executive acknowledges that Executive may revoke this Agreement within seven days after Executive

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    A-3

has signed this Agreement and acknowledges understanding that this Agreement shall not become effective or enforceable until seven days after Executive has signed this Agreement (the “Effective Date”), as evidenced by the date set forth below Executive’s signature on the signature page hereto. Any revocation must be in writing and directed to [_______________]. If sent by mail, any revocation must be postmarked within the seven-day period described above and sent by certified mail, return receipt requested.

8.    Restrictive Covenants. Section 6 of the Employment Agreement (entitled “Restrictive Covenants”), shall continue in full force and effect as if fully restated herein.

9.    Non-Disparagement. Executive shall not engage in any disparagement or vilification of the Releasees, and shall refrain from making any false, negative, critical, or disparaging statements, implied or expressed, concerning the Releasees, including regarding management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees. Executive shall do nothing that would damage the Company’s business reputation or goodwill.

10.    Company Property.

(a)    Executive shall return to the Company all information, property, and supplies belonging to the Company or any of its affiliates, including any confidential or proprietary information, Company autos, keys (for equipment or facilities), laptop computers and related equipment, cellular phones, smart phones or PDAs (including SIM cards), security cards, corporate credit cards, and the originals and all copies of all files, materials, and documents (whether in tangible or electronic form) containing confidential or proprietary information or relating to the business of the Company or any of its affiliates.

(b)    Executive shall not, at any time on or after the Termination Date, directly or indirectly use, access, or in any way alter or modify any of the databases, e-mail systems, software, computer systems, or hardware or other electronic, computerized, or technological systems of the Company or any of its affiliates. Executive acknowledges that any such conduct by Executive would be illegal and would subject Executive to legal action by the Company, including claims for damages and/or appropriate injunctive relief.

11.    No Admissions. The Company denies that the Company or any of its affiliates, or any of their employees or agents, has taken any improper action against Executive, and this Agreement shall not be admissible in any proceeding as evidence of improper action by the Company or any of its affiliates or any of their employees or agents.

12.    Confidentiality of Agreement. Executive shall keep the existence and the terms of this Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax advisors in connection with services related hereto and except as may be required by law or in connection with the preparation of tax returns.

13.    Non-Waiver. The Company’s waiver of a breach of this Agreement by Executive shall not be construed or operate as a waiver of any subsequent breach by Executive of the same or of any other provision of this Agreement.

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    A-4

14.    Applicable Law; Mandatory Arbitration and Equitable Relief. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by Sections 10, 11, and 12 of the Employment Agreement as if restated herein in their entirety.

15.    Legal Fees. In the event that either Party commences mediation, arbitration, or litigation to enforce or protect such Party’s rights under this Agreement, the prevailing Party in any such action shall be entitled to recover reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other costs relating to such action, in addition to all other entitled relief, including damages and injunctive relief.

16.    Entire Agreement. This Agreement sets forth the entire agreement of the Parties regarding the subject matter hereof, and shall be final and binding as to all claims that have been or could have been advanced on behalf of Executive pursuant to any claim arising out of or related in any way to Executive’s employment with the Company and the termination of that employment.

17.    Successors. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns.

18.    Enforcement. The provisions of this Agreement shall be regarded as divisible and separable and if any provision should be declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. If the scope of any restriction or requirement contained in this Agreement is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and Executive hereby consents that any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. In addition, Executive stipulates that breach by Executive of restrictions and requirements under this Agreement will cause irreparable damage to the Releasees in the case of Executive’s breach and that the Company would not have entered into this Agreement without Executive binding Executive to these restrictions and requirements. In the event of Executive’s breach of this Agreement, in addition to any other remedies the Company may have, and without bond and without prejudice to any other rights and remedies that the Company may have for Executive’s breach of this Agreement, the Company shall be relieved of any obligation to provide Severance Payments and shall be entitled to an injunction to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive. Executive stipulates that the restrictive period for which the Company is entitled to an injunction shall be extended in for a period that equals the time period during which Executive is or has been in violation of the restrictions contained herein.

19.    Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    A-5

headquarters of the Company; (e) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (f) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” (and the like) refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

20.    Future Cooperation. In connection with any and all claims, disputes, negotiations, governmental, internal or other investigations, lawsuits, or administrative proceedings (the “Legal Matters”) involving the Company or any affiliate, or any of their current or former officers, employees or board members (collectively, the “Disputing Parties” and, individually, each a “Disputing Party”), Executive shall make himself reasonably available, upon reasonable notice from the Company and without the necessity of subpoena, to provide information and documents, provide declarations and statements regarding a Disputing Party, meet with attorneys and other representatives of a Disputing Party, prepare for and give depositions and testimony, and otherwise cooperate in the investigation, defense, and prosecution of any and all such Legal Matters, as may, in the good faith and judgment of the Company, be reasonably requested. The Company shall consult with Executive and make reasonable efforts to schedule such assistance so as not to materially disrupt Executive’s business and personal affairs. The Company shall reimburse all reasonable expenses incurred by Executive in connection with such assistance, including travel, meals, rental car, and hotel expenses, if any; provided such expenses are approved in advance by the Company and are documented in a manner consistent with expense reporting policies of the Company as may be in effect from time to time.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the dates set forth below their respective signatures below.

[_______________]	EXECUTIVE
By: [Name] [Title] Date:	[Name] Date:

#847547v2_IMAN_ - Randich First Community Financial Employment Agreement    A-6

EX-23.1

Exhibit 23.1

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statements (No. 333-185041, 333-185043 and 333-185044) on Form S-4/A of First Community Financial Partners, Inc. of our reports dated March 14, 2012, relating to our audits of the financial statements of First Community Bank of Plainfield, First Community Bank of Homer Glen & Lockport, and Burr Ridge Bank and Trust as of and for the years ended December 31, 2011 and 2010 as noted in this Current Report on Form 8-K.

/s/ McGladrey LLP

Schaumburg, Illinois

March 13, 2013

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:    Patrick J. Roe – President, First Community Financial Partners, Inc.

Phone (815)725-0123

Source:    First Community Financial Partners, Inc.

First Community Financial Partners Inc. Unites Subsidiaries

Joliet, Illinois - March 12, 2013 - First Community Financial Partners, Inc. (OTCBB: FCMP, “First Community”), announced today that it has completed the merger of its subsidiary banks, including First Community Bank of Joliet, First Community Bank of Plainfield, First Community Bank of Homer Glen/Lockport and Burr Ridge Bank and Trust.

On August 27, 2012, First Community entered into definitive agreements with Burr Ridge Bank and Trust, First Community Bank of Homer Glen/Lockport and First Community Bank of Plainfield, each a non-wholly owned banking subsidiary, to merge the three banks and First Community Bank of Joliet, a wholly owned banking subsidiary, into a consolidated organization to be called First Community Financial Bank. Shareholders of the non-wholly-owned banking subsidiaries approved the mergers on March 11, 2013.

“We are very pleased to have successfully completed the mergers as we believe our consolidation gives us the critical mass to more effectively compete in a changing and more regulated banking environment without compromising our commitment to true community banking,” said Roy C. Thygesen, Chief Executive Officer of First Community Financial Partners, Inc.

First Community also announced the repurchase of $9.5 million of the outstanding $22 million of its Series B 5% Cumulative Perpetual Preferred Stock. The 9,500 preferred shares, with a liquidation preference of $1,000 per share, were repurchased at a cost of $6.6 million resulting in a gain attributable to common shareholders of $2.9 million. “This substantial retirement of preferred stock has an immediate positive impact on shareholder value,” said Thygesen. “The organization’s clearly focused

strategic effort over the past 18 months has allowed us to achieve both of the significant milestones announced today,” he added.

About First Community Financial Partners, Inc.: Proud of the fact that First Community Bank of Joliet had become the most successful de novo bank launch in Illinois history, the Directors of the Bank holding company encouraged local business leaders from other near west and southwest suburban communities to charter additional banks that would demonstrate the same commitment to community. Within five years, First Community Bank of Plainfield, First Community Bank of Homer Glen/Lockport, Burr Ridge Bank and Trust and new branches of First Community Bank of Joliet located in Channahon and Naperville had opened their doors, following the Joliet model consisting of local investors, board members and bankers. Over the years, the reception by local businesses and professional firms has proven that small and mid-sized businesses will respond to the personal approach of a bank that is owned and operated by experienced bankers who are invested in and concerned for the future of their community.

About First Community Financial Bank: As a result of the mergers, First Community Financial Bank will operate as a wholly owned banking subsidiary of First Community Financial Partners, Inc., with locations in Joliet, Plainfield, Homer Glen, Channahon, Naperville and Burr Ridge. The location in Burr Ridge, formerly Burr Ridge Bank and Trust, will retain its identity, operating as a Division of First Community Financial Bank. As one bank charter with combined assets approaching $1 billion, First Community Financial Bank will offer an expanded range of products, services and resources while maintaining their commitment to and active involvement in the communities it serves.

Safe Harbor

-----------

Any statements other than statements of historical facts, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “estimate,” “believe,” “anticipate,” “expect,” “intend,” “plan”, “target,” “project,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include the ability of First Community to successfully integrate the operations of its subsidiary banks and realize the synergies from the acquisition, as well as a number of other factors related to the businesses of First Community and First Community Financial Bank, including various risks to stockholders of not receiving dividends and risks to First Community’s ability to pursue growth opportunities if it continues to pay dividends according to the current dividend policy; various risks to the price and volatility of First Community’s common stock; the amount of debt and First Community’s ability to repay or refinance it or incur additional debt in the future; First Community 's need for cash to service and repay the debt and to pay dividends on First Community’s common stock and preferred stock; risks associated with First Community 's possible pursuit of acquisitions; economic conditions in First Community’s service areas; system failures; losses of large customers; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing banking; high costs of regulatory compliance; the impact of legislation and regulatory changes on the banking industry; and liability and compliance costs regarding banking regulations. These and other risks and uncertainties are discussed in more detail in the Company’s filings with the Securities and Exchange Commission.

Many of these risks are beyond management’s ability to control or predict. All forward-looking statements attributable to First Community or persons acting on behalf of each of them are expressly qualified in their entirety by the cautionary statements contained in this communication. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

EX-99.2

Exhibit 99.2

Unaudited Pro Forma Financial Information

The following is the unaudited summary pro forma results of operations and condensed combined consolidated balance sheet information for First Community Financial Partners, Inc. (First Community) giving effect to the merger of its subsidiary banks including First Community Bank of Joliet, First Community Bank of Plainfield, First Community Bank of Homer Glen & Lockport and Burr Ridge Bank and Trust. The unaudited pro forma condensed combined consolidated balance sheet information as of December 31, 2012 gives effect to the merger as if it occurred on the date. The summary pro forma results of operations for the years ended December 31, 2012 and 2011 give effect to the merger as if it occurred on January 1, 2011. The pro forma condensed combined consolidated financial information is presented for illustrative purposes only and does not necessarily indicate the operating results of the combined companies had they actually been merged on January 1, 2011. The actual completion date of the merger was March 12, 2013.

The unaudited pro forma condensed combined financial information gives effect to and shows the pro forma impact on our historical financial statements of (1) the issuance of approximately 4,000,524 shares of common stock to the minority stockholders of FCB Plainfield, FCB Homer Glen, and Burr Ridge, each of which will be merged into a bank to be wholly owned by First Community as part of the consolidation, (2) the cash payment of approximately $508,000 to the Restricted Stock Unit holders of FCB Plainfield, and (3) the issuance of up to $10 million in subordinated debt at an interest rate of 9%.

The merger will be accounted for as a purchase of a noncontrolling interest between entities under common control for accounting and financial reporting purposes. Accordingly, First Community's noncontrolling interest will be reclassified to shareholders' equity and all assets and liabilities will be recorded at historical cost.

The unaudited pro forma condensed combined consolidated financial information is based on and should be read together with, the historical consolidated financial statements and related notes of First Community, contained in its audited financial statements on Form S-4/A for the year ended December 31, 2011.

	Pro Forma
(Dollars in thousands, other than per share data)	Year Ended December 31, 2012			Year Ended December 31, 2011
	(Unaudited)
Summary Results of Operations
Interest income	$	38,522		$	45,456
Interest expense	9,199			13,287
Net interest income	29,323			32,169
Provision for loan losses	7,062			17,447
Net interest income after provision for loan losses	22,261			14,722
Noninterest income	1,593			1,723
Noninterest expense	22,196			21,689
Income (loss) before income taxes	1,658			(5,244		)
Income taxes	341			827
Net income (loss)	1,317			(6,071		)
Dividends and accretion on preferred shares	1,419			1,419
Net loss available to common shareholders	$	(102	)	$	(7,490	)
Per Share Data
Earnings
Basic	$	(0.01	)	$	(0.48	)
Diluted	$	(0.01	)	$	(0.48	)
Weighted average shares outstanding
Basic	16,048,418			15,598,548
Diluted	16,188,449			15,598,548

	Pro Forma
(Dollars in thousands, except per share data)	December 31, 2012
	(Unaudited)
Summary Balance Sheet Data
Cash and due from banks	$	14,933
Federal funds sold	—
Interest-bearing deposits in banks	139,844
Securities available for sale	108,961
Nonmarketable equity securities	967
Loans, net	614,236
Premises and equipment, net	16,990
Foreclosed assets	3,419
Cash surrender value of life insurance	4,366
Accrued interest receivable and other assets	6,576
Total assets	$	910,292
Deposits	$	780,662
Other borrowed funds	25,695
Subordinated debt	14,060
Accrued interest payable and other liabilities	4,252
Shareholders' equity	85,623
Total liabilities and shareholders' equity	$	910,292
Per Common Share Data
Book Value	$	3.96
Common Shares Outstanding	16,048,418