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UNITED STATES Delaware 0-10967 36-3161078 One Pierce Place, Suite 1500, Itasca, Illinois 60143 (630) 875-7450 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: 1
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) May 28, 2008
First Midwest Bancorp, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
(Address of principal executive offices)
(Zip Code)
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 21, 2008, the Board of Directors ("Board") of First Midwest Bancorp, Inc. (the "Company") approved an award of 635 shares of restricted common stock of the Company to each non-employee member of the Board under the First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors Stock Plan ("Plan") which was approved by stockholders at the Company's Annual Meeting of Stockholders on May 21, 2008. The form of grant agreement for such awards is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Company may from time to time in the future grant awards to its non-employee directors under the Plan. |
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Item 9.01 Financial Statements and Exhibits |
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The following Exhibit is furnished as part of this Current Report on Form 8-K. |
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10.1 |
Form of Non-Employee Director Restricted Stock Award grant under the under the First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors Stock Plan. |
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SIGNATURES |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused |
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this report to be signed on its behalf by the undersigned thereunto duly authorized. |
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First Midwest Bancorp, Inc. |
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(Registrant) |
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Date: May 28, 2008 |
/s/ Cynthia A. Lance |
Cynthia A. Lance Corporate Secretary |
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"GRANT_DATE" "FIRST_NAME" "MIDDLE_NAME" "LAST_NAME"
RE: Letter Agreement dated "GRANT_DATE", Restricted Stock Number "NUM"
Grant of Restricted Stock (the "Agreement")
Dear "FIRST_NAME":
I am pleased to advise you that on "GRANT_DATE" (the "Date of Grant"), and pursuant to the First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors Stock Plan (the "Director Plan"), the Compensation Committee (the "Committee") of the Board of Directors of First Midwest Bancorp, Inc. (the "Company") has approved a grant to you of a "Restricted Shares Award" (the "Director Award"). The Director Award provides you with the opportunity to earn "SHARES" shares of the Company's Common Stock.
The Director Award is subject to the terms and conditions of the Director Plan, including any Amendments thereto, which are incorporated herein by reference, and to the following provisions:
(1) Award
(2) Restrictions; Vesting
Except as otherwise provided in paragraph (3) below, the Restricted Shares shall vest and become fully transferable on May 21, 2009. In the event of your death, disability or retirement (as defined below), all restrictions on any unvested Restricted Shares will lapse and all such unvested Restricted Shares will become immediately vested and transferable in full and the provision of Section 1(b) shall apply. If you cease to be a director for any other reason, except as otherwise provided in paragraph (3), prior to the full vesting of the Restricted Shares, all non-vested Restricted Shares shall be immediately forfeited and all your rights hereunder shall terminate. Retirement means termination of your membership on the First Midwest Bancorp, Inc. Board of
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Directors at the expiration of your term of office (unless you are then elected for another term of office), or under such other circumstances as the Board may determine to constitute retirement.
(3) Merger, Consolidation or Change in Control
In the event of a Change in Control, all restrictions on the Restricted Shares will lapse and the Restricted Shares shall be vested and fully transferable and the provisions of Section 1(b) shall apply. For purposes of this Letter Agreement, "Change in Control" shall be as defined in Section 14 of the Company' Omnibus Stock and Incentive Plan (the "Omnibus Plan"), provided that notwithstanding the provisions of Section 14(c) of the Omnibus Plan relating to stockholder approval of a transaction constituting a Business Combination (as defined in Section 14(c)), a Change in Control with respect to a Business Combination shall not occur prior to the date of consummation of such transaction.
(4) Non-Transferability
Subject to the terms of this Agreement, this Director Award is personal to you and, until vested and transferable hereunder, may not be sold, transferred, pledged, assigned or otherwise alienated, otherwise than by will or by the laws of descent and distribution.
(5) Securities Law Restrictions
You understand and acknowledge that applicable securities laws govern and may restrict your right to offer, sell, or otherwise dispose of any Common Stock received under the Director Award. In addition, because of your status as a director of the Company, prior to any sale of such shares, you should consult with the Company's Corporate Secretary with respect to the implications of the two (2) day reporting rules of Section 16(a) and short-swing profit recovery rules of Section 16(b) of the Securities Exchange Act of 1934.
Additional information regarding these rules will be provided to you, on request, from the Company's Corporate Secretary.
(6) Stockholder Rights
Upon the effective date of the book entry pursuant to paragraph (1), you shall have all of the rights of a stockholder with respect to the Restricted Shares, including, the right to vote the shares and to receive all cash dividends or other cash distributions paid or made available with respect to such shares. The Restricted Shares are not subject to or eligible for inclusion in the First Midwest Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan. As a result, as of each dividend date declared by the Company, with respect to the Restricted Shares, a dollar amount equal to the amount of the dividend paid on the Restricted Shares held by you as of the close of business on the record date for such dividend shall be paid directly to you in cash.
(7) Tax Consequences
No federal or state income taxes or FICA/Medicare taxes will be withheld by the Company upon lapse of the Director Award restrictions. Information regarding tax consequences of the Director Award will be provided to you.
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(8) Miscellaneous
Nothing herein confers any right or obligation on you to continue as a director of the Company. Nothing herein shall create any right for you to receive, or obligation on the part of the Company grant to you, any future Director Awards under the Director Plan. This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company.
(9) Conformity with Plan
To confirm your understanding and acceptance of the Director Award granted to you by this Letter Agreement, please execute and return in the enclosed envelope the following enclosed documents: (a) the Beneficiary Designation Form and (b) the Confirmation of Acceptance endorsement of this Letter Agreement. The original copy of this Letter Agreement should be retained for your permanent records.
If you have any questions, please do not hesitate to contact the office of the Corporate Controller of First Midwest Bancorp, Inc. at (630) 875-7459.
Very truly yours,
John M. O'Meara
Chairman and Chief Executive Officer
First Midwest Bancorp, Inc.