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):  April 17, 2018

(Exact name of registrant as specified in its charter)

Delaware	000-10537	36-3143493
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

37 South River Street
Aurora, Illinois  60507
(Address of principal executive offices) (Zip code)

(630) 892-0202
(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On April 17, 2018,  the board of directors of Old Second Bancorp, Inc. (the “Company”) approved a form of performance-based restricted stock unit agreement (the “PRSU Agreement”) and awarded performance-based restricted stock units (“PRSUs”) to certain of its named executive officers in accordance with the terms of the Old Second Bancorp, Inc. 2014 Equity Incentive Plan (the “Equity Plan”) and the PRSU Agreement, as follows:

Executive Officer	Number of Performance-Based Restricted Stock Units(1)
James Eccher	40,000
Bradley Adams	25,000
Gary Collins	25,000

(1) Amount shown is the target amount of each award.  The range of performance-based restricted stock units actually earned can be in the range of 0% of target for below threshold performance, to 75% of target for threshold performance, to 125% of target for maximum performance.

Under the terms of the PRSU agreement, the restricted stock units will vest annually in equal one-third increments over the three year performance period based on the Company’s achievement of performance goals determined by the Compensation Committee during the performance period at a threshold, target and maximum performance level, if the named executive officer continues to be employed with the Company through the applicable performance period.  The performance metrics selected by the Compensation Committee for the above-referenced awards are:

· Cumulative adjusted earnings per share;

· Return on tangible common equity;

· Efficiency ratio; and

· Relative total shareholder return measured relative to the KBW NASDAQ Regional Banking Index.

The PRSU agreement provides that, in the event of the executive’s termination without cause by us, or if the executive terminates his employment for “good reason,” or if the executive dies or is disabled, or if the executive provides one year written notice before his intended retirement (as defined in the Equity Plan), then the executive will be issued (a) with respect to PRSUs for which the performance period has already ended, such shares that have vested and the continuous employment requirement will be waived, and (b) with respect to PRSUs for which the performance period has not ended, the continuous employment requirement will be waived and a pro rata number of PRSUs will vest determined based on (i) the target (100%) level of PRSUs that can be issued multiplied by (ii) the quotient of (x) the number of full months that have elapsed between the first day of the performance period and the effective date of the executive’s termination and (y) the total number of full months in the respective performance period.

The PRSU agreement also provides that, in the event of a change in control (as defined in the Equity Plan), and the awards are assumed by the surviving entity, then (a) the PRSUs will be fixed at the target (100%) performance level and will vest as of the end of the performance period, provided that the executive does not incur a termination of service;  and provided further that, if within two years of the change in control, the executive is terminated without cause by us or the executive terminates his employment for good reason, all unvested PRSUs will immediately vest at the target (100%) performance level and be settled within 30-days of termination.  If the PRSU agreement is not assumed by the

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surviving entity, the market value of the target (100%) number of PRSUs will be determined as of the date of the change in control and such amount will be paid in cash at the end of the performance period; provided that, if within two years of the change in control, the executive is terminated without cause by us or the executive terminates his employment for good reason, then the cash value of the PRSUs will be paid within 30-days of termination.

A copy of the Equity Plan is filed as Appendix A to our Proxy Statement filed with the SEC on April 21, 2014.  The foregoing description of the PRSU Agreement does not purport to be complete and is qualified in its entirety by reference to the form of PRSU agreement, which is incorporated herein by reference, as Exhibit 10.1.

Item 8.01 Other Events.

Declaration of Dividend

On April 17, 2018, the Company’s board of directors declared a cash dividend of $.01 per share payable on May 7, 2018, to stockholders of record as of April 27, 2018.

Receipt of Regulatory Approval for Merger with Greater Chicago Financial Corp.

On March 30, 2018,  our wholly-owned subsidiary bank, Old Second National Bank, received approval from the Office of the Comptroller of the Currency for ABC Bank to merge with and into Old Second National Bank.   On April 5, 2018, the Company obtained a waiver from the Board of Governors of the Federal Reserve System from the requirement to file an application under the Bank Holding Company Act for the Company to acquire Greater Chicago Financial Corp., and thereby indirectly acquire ABC Bank, under the merger agreement. The stockholders of Greater Chicago Financial Corp. have also approved the merger.  Pending the satisfaction of the necessary waiting periods and other customary closing conditions, the Company expects that the merger will become effective on April 20, 2018.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements in this Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “expects,” “believes” and “anticipates” and similar references to future periods. Examples of forward-looking statements include the Company’s expectation that the merger with Greater Chicago Financial Corp. and ABC Bank will become effective on April 20, 2018.  Forward-looking statements are subject to risks, uncertainties and other factors, such as the inability of either party to meet all closing terms and conditions to the merger, as well as additional risks and uncertainties contained in the “Risk Factors” and the forward-looking statement disclosure contained in the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, any of which could cause actual results to differ materially from future results expressed or implied by those forward-looking statements. All forward-looking statements speak only as of the date of this Form 8-K.  The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

10.1Form of Performance-Based Restricted Stock Unit Agreement

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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.

	OLD SECOND BANCORP, INC.
Dated: April 18, 2018	By:	/s/ Bradley S. Adams
	Name:	Bradley S. Adams
	Title:	Executive Vice President
		and Chief Financial Officer

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EX-10.1

EX 10.1

OLD SECOND BANCORP, INC.2014 EQUITY INCENTIVE PLAN

___________

<NAME>

<###> Units

FORM OF RESTRICTED STOCK UNIT AGREEMENT

Performance-Based

____________

This PRSU Agreement (“Agreement”) is made as of _____________ (the “Grant Date”), between OLD SECOND BANCORP, INC. (the “Company”), and the Participant named above (“Participant”).

The Old Second Bancorp, Inc. 2014 Equity Incentive Plan (the “Plan”) is administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”).  The Committee has determined that the Participant is eligible to participate in the Plan.  The Committee has awarded to the Participant a Stock Award under the Plan consisting of PRSUs  as described in this Agreement and subject to the terms of the Plan.

The Participant acknowledges receipt of a copy of the Plan and accepts this PRSU Award subject to all of the terms, conditions, and provisions of this Agreement and the Plan.    

1.Award.  Company hereby awards to the Participant <###> restricted stock units, subject to the restrictions imposed under this Agreement and the Plan (the “PRSUs”).  Each PRSU entitles the Participant to one Share of Company Stock upon the vesting of such PRSU as set forth below.   

2.Transferability.  PRSUs are generally not transferable by the Participant except by will, by the laws of descent and distribution, or pursuant to a domestic relations order, except (a) for those limited circumstances set forth in the Plan and approved by the Committee, and (b) where the Participant has designated a beneficiary to receive payment of benefits upon his or her death by filing with the Company a designation of beneficiary as provided in Section 7.3 of the Plan.

3.Vesting.  PRSUs will vest upon satisfaction of both of the following: 

3.1 the Company’s achievement of performance targets determined by the Committee and attached as Exhibit A for the Performance Period (as defined in Exhibit A), and

3.2the Participant remains in the continuous service of the Company or one or more of its Subsidiaries until the conclusion of the Restricted Period  (subject to the exceptions set forth in Section 4 below). 

The “Restricted Period” shall begin on the first day of the Performance Period and shall end on the date of the issuance of the audit opinion with respect to the Company’s consolidated financial statements for the fiscal year ending on the last day of the Performance Period, but in no event later than March 5th of the year following the last day of the Performance Period.    As soon as administratively feasible following vesting of each PRSU,  the Company will issue to the Participant (electronically or in certificate form, as the Committee determines), but no later than March 15 of the year following the last day of the Performance Period.  No fractional Shares shall be delivered pursuant to this Award (cash shall be paid in lieu thereof).

4.Termination of Service.  Subject to Section 11 below, if the Participant incurs a Termination of Service initiated by the Company without Cause, or by the Participant due to Good Reason, or due to the Participant’s death, Disability, or Retirement,  then  

4.1With respect to any PRSUs for which the Performance Period has already ended, the continuous service requirements of Section 3.2 above shall be waived and such PRSUs shall fully vest and be paid as set forth in Section 3 above.

4.2With respect to any PRSUs for which the Performance Period has not yet ended, the continuous service requirements of Section 3.2 above shall be waived and a pro rata portion of such PRSUs shall vest in full.  Such pro rata portion shall be calculated as follows: (i) the Target (100%) number of PRSUs set forth on Exhibit A to this Agreement, will be multiplied by (ii) the quotient of (x) the number of full months that have elapsed between the first day of the Performance Period and the effective date of the Participant’s Termination of Service and (y) the total number of full months in the respective Performance Period.  Shares due upon vesting of such PRSUs shall be issued as soon as administratively feasible, but in no event later more than 30 days after such Termination of Service. 

Except as specifically provided herein,  any unvested PRSUs shall be forfeited upon the Participant’s Termination of Service for any reason (or, in the case of Termination of Service for Cause, upon notification of such termination, if earlier).  

5.No Right to Continued Service.  This Award shall not impose upon the Company or any Subsidiary any obligation to retain the Participant in its employ or service for any given period or upon any specific terms.  The Company or any Subsidiary may at any time dismiss the Participant from employment or service, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided in any written agreement with the Participant.

6.DividendsRights.  Prior to issuance of Stock pursuant to a PRSU held by the Participant,  the Participant shall be entitled to

6.1dividend equivalents on such PRSU equal to any cash dividends issued on one Share.  Such dividend equivalents shall be subject to the same restrictions and vesting and payment schedule as the Shares to which such dividends relate and shall be made in accordance with the Company’s Equity Awards Accounting Processes policy, as such shall be in effect as of each respective cash dividend record date occurring prior to issuance of such Stock; and

6.2 all non-cash dividend, distribution and liquidation rights with respect to such PRSU as if the Participant held unrestricted Stock.  Any such non-cash dividends,  distributions or rights shall be subject to the same restrictions and vesting and payment schedule as the Shares to which such dividends, distributions or rights relate. 

Notwithstanding the above, this Award shall not confer upon the Participant any rights as a Shareholder unless and until such Shares are reflected as issued and outstanding on the Company’s stock ledger. 

7.Illegality; Securities Law Compliance. The Company will not be obligated to issue any shares to the Participant under this Agreement or make any other distribution of benefits under the Plan if the issuance of such shares or such distribution shall constitute a violation by the Participant or the Company of any provision of any law, order or regulation of any governmental authority, including the requirements of any securities exchange or similar entity.

Shares issued to the Participant upon the vesting of PRSUs are subject to federal securities laws.  In some cases, foreign, state or local securities laws may also apply.  If the Committee determines that certain registrations or filings are needed or desired to comply with these various securities laws, then the Company may delay the delivery of Shares until the necessary approvals or filings are obtained.  In order for the Company to meet an exemption from securities registration requirements, it may also require the Participant to provide it with certain information, representations and warranties before it will issue Shares to the Participant.    

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Delivery of Shares may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules of any securities exchange or similar entity.  Where applicable, the certificates evidencing any Shares may contain wording (or otherwise as appropriate in electronic format) indicating that conditions, restrictions, rights and obligations apply.

8.Taxes.  The Company or one of its Subsidiaries shall be entitled to (a) withhold and deduct from the Participant’s future wages (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to this Award; or (b) require the Participant promptly to remit the amount of such withholding to the Company or a Subsidiary before taking any action with respect to this Award.  Unless the Committee provides otherwise, withholding may be satisfied by withholding Stock to be received or by delivery to the Company or a Subsidiary of previously-owned Stock.

9.Clawback.  This Award is subject to the Company’s clawback rights set forth in Section 7.16 of the Plan.  The Participant’s receipt of this Award constitutes the Participant’s acknowledgment of and consent to the Company’s application of its clawback policies, as in effect from time to time, to this Award and to any Shares or other benefits received in connection herewith.   

10.Breach of Restrictive Covenants.  This Award may be subject to forfeiture if the Participant breaches a non-competition, non-solicitation, non-disclosure, non-disparagement or other restrictive covenant in any agreement between the Participant and the Company or any Subsidiary, as described in Section 7.17 of the Plan.

11.Change in Control.

11.1PRSUs Assumed or Substituted by Surviving Entity.  If this Award is assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Committee or the Board,  the PRSUs will become fully vested at the end of the Performance Period as to the Target (100%) number of PRSUs set forth in  Section 1 above and settled as soon as administratively feasible, but no later than January 30 of the year following the last day of the Performance Period;  provided that the Participant does not incur a Termination of Service prior to the end of such Performance Period; and provided further that,  if, prior to the end of the Performance Period and within two years after the effective date of such Change in Control, the Participant incurs a Termination of Service by the Company (or such surviving entity) without Cause or by the Participant for Good Reason,  the Target (100%) number of PRSUs set forth in Section 1 of this Agreement shall immediately vest and be settled within thirty (30) days following the effective date of the Participant’s Termination of Service.    

11.2PRSUs Not Assumed or Substituted by Surviving Entity.  To the extent that this Award is not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board, then upon the occurrence of a Change in Control  the Fair Market Value of the Target (100%) number of PRSUs set forth in Section 1 above shall be determined as of the date of the Change in Control (the “PRSU Amount”).  The PRSU Amount will be paid in cash (without interest) to the Participant as soon as administratively feasible after the conclusion of the Performance Period.  If prior to the end of the Performance Period and within two years after the effective date of the Change in Control, the Participant incurs a Termination of Service by the Company (or such surviving entity) without Cause  or  by the Participant for Good Reason, then the PRSU Amount shall be paid to the Participant within thirty (30) days following the effective date of the Participant’s Termination of Service.    

12.Definitions.Capitalized terms not defined herein shall be as defined in the Plan.  For purposes of this Agreement, the following term has the following definition:

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12.1“Cause”  shall have the meaning set forth in any written employment agreement or change in control agreement in effect between the Participant and the Company or Subsidiary at the date of Termination of Service or, if no such agreement exists, means the occurrence of any one (1) or more of the following events: (a) a demonstrably willful and deliberate act or failure to act by the Participant (other than as a result of incapacity due to physical or mental illness) which is committed in bad faith, without reasonable belief that such action or inaction is in the best interests of the Company, which causes actual material financial injury to the Company, or any of its Subsidiaries, and which act or inaction is not remedied within fifteen (15) business days of written notice from the Company or its Subsidiary for which the Participant works; or (b)  the Participant’s conviction for committing an act of fraud, embezzlement, theft, or any other act constituting a felony involving moral turpitude which causes material harm, financial or otherwise, to the Company or any of its Subsidiaries.

12.2“Good Reason”  shall have the meaning set forth in any written employment agreement or change in control agreement between the Participant and the Company or Subsidiary at the date of Termination of Service or, if no such agreement exists, means the occurrence of any one (1) or more of the following events, unless the Participant agrees in writing that such event shall not constitute Good Reason: (a) a material and adverse change in the nature, scope, or status of the Participant’s position, authorities, or duties; (b) a material reduction in the Participant’s annual base salary or a material reduction in the Participant’s aggregate benefits or other compensation plan; (c) a relocation of the Participant’s primary place of employment of more than twenty-five (25) miles from the Participant’s primary place of employment as of the Grant Date; or (d) a material breach by the Company of this Agreement.

Notwithstanding any provision of this definition to the contrary, (A) prior to the Participant’s Termination of Service for Good Reason, the Participant must give the Company written notice of the existence of any condition set forth in a clause immediately above within ninety (90) days of its initial existence and the Company shall have thirty (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 thirty (30)-day period, the Company 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 (6) months of the initial existence of the condition constituting Good Reason.

12.3“Retirement”  means “Retirement” as defined in the Plan; provided that, the Participant incurs a Termination of Service in good standing after providing at least one year’s prior written notice of such Retirement to the Company.  

13.Amendment.  This Agreement shall not be modified except in a writing executed by the parties hereto.

14.AgreementControls.  The Plan is incorporated in this Agreement by reference.  In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control.  Furthermore, in the event of any conflict between the terms of this Agreement or the terms of the Plan and any written employment agreement or change in control agreement with the Participant, the provisions of the written employment agreement or change in control agreement shall control.  For the avoidance of doubt, and in furtherance of the foregoing sentence, to the extent that any defined term in this Agreement, such as “Good Reason” or “Cause,” is defined separately or differently in any written employment agreement or change in control agreement with the Participant, the definition of any such term as set forth in such written employment agreement or change in control agreement shall control.    

* * *

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This Award has been issued by the Company by authority of its Compensation Committee.

OLD SECOND BANCORP, INC.

“Company”

________________________________

By:

Its:

________________________________

Signature:

Name:

“Participant”

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