0001193125-17-206396.txt : 20170619
20170619061714
S-1/A
S-1/A
S-1/A
STATE COMMERCIAL BANKS
6022
000119312517206396
38
BYLINE BANCORP, INC.
>0001193125-17-206396.hdr.sgml : 20170619
20170619
<SEC-HEADER>0001193125-17-206396.hdr.sgml : 20170619
<ACCEPTANCE-DATETIME>20170619061714
ACCESSION NUMBER:		0001193125-17-206396
CONFORMED SUBMISSION TYPE:	S-1/A
PUBLIC DOCUMENT COUNT:		38
FILED AS OF DATE:		20170619
DATE AS OF CHANGE:		20170619

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BYLINE BANCORP, INC.
		CENTRAL INDEX KEY:			0001702750
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				363012593

	FILING VALUES:
		FORM TYPE:		S-1/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-218362
		FILM NUMBER:		17917446

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		773-244-7000

	MAIL ADDRESS:	
		STREET 1:		180 NORTH LASALLE STREET, SUITE 300
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601
</SEC-HEADER>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>14
<FILENAME>d316756dex107.htm
<DESCRIPTION>EX-10.7
<TEXT>
<HTML><HEAD>
<TITLE>EX-10.7</TITLE>
</HEAD>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.7 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>BYLINE BANCORP EQUITY INCENTIVE PLAN </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Establishment; Purpose of Plan; Effective Date</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Establishment</U>. Byline Bancorp, Inc. (formerly known as Metropolitan Bank Group, Inc.), an Illinois corporation (the
&#147;<U>Company</U>&#148;), hereby establishes the Byline Bancorp Equity Incentive Plan (the &#147;<U>Plan</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
<U>Purpose</U>. The purpose of the Plan is (i)&nbsp;to promote the long term financial interests and growth of the Company and other Group Companies by attracting, motivating and retaining key management and other personnel having the judgment,
experience and ability to contribute significantly to the long-term success of the Group&#146;s businesses, in a manner aligned with the interests of the Company&#146;s stockholders. This Plan is intended to be a &#147;compensatory benefit
plan&#148; within the meaning of such term under Rule 701 of the U.S. Securities Act of 1933, as amended (the &#147;<U>Securities Act</U>&#148;) and all stock options granted under the Plan and the issuance of any Shares upon the exercise of stock
options are intended to qualify for an exemption from the registration requirements under the Securities Act and applicable state securities laws. In the event that any provision of the Plan would cause any stock options granted under the Plan to
not qualify for such an exemption, the Plan shall be deemed automatically amended to the extent necessary to cause all stock options granted under the Plan to qualify for the such exemption. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Effective Date</U>. The Plan shall be effective immediately upon its adoption by the Board of Directors of the Company on
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2014. The Plan shall expire on the tenth (10th) anniversary of such date, subject to earlier termination by the Board pursuant to
<U>Section</U><U></U><U>&nbsp;9</U>; <U>provided</U>, that the terms of Grants made before such expiration date shall extend beyond such expiration date in accordance with the terms of the applicable Grant Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Definitions</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As used
in the Plan, the following capitalized terms shall be defined as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) &#147;<U>Bank</U>&#148; means Byline Bank (formerly known
as North Community Bank), a subsidiary of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) &#147;<U>Board</U>&#148; means the board of directors of the Company (or any
committee thereof, including the Compensation Committee, delegated the authority to act in place of the Board pursuant to the terms of this Plan). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) &#147;<U>Cashless Exercise</U>&#148; has the meaning set forth in <U>Section</U><U></U><U>&nbsp;5</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) &#147;<U>Change in Control</U>&#148; shall mean the first to occur, that is not a Special Change in Control, of: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Any &#147;person&#148; (for all purposes under the Plan, as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the &#147;<U>1934</U><U></U><U>&nbsp;Act</U>&#148;)), other than (1)&nbsp;a trustee or other fiduciary holding securities under an employee benefit plan of the Bank or a subsidiary, or (2)&nbsp;a corporation owned
directly or indirectly by the stockholders of the Company in substantially the same proportions as </P>

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their ownership of stock of the Company, is or becomes the &#147;beneficial owner&#148; (for all purposes under the Plan, as defined in Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> under
the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of both (x)&nbsp;the total voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of
directors (the &#147;<U>Voting Stock</U>&#148;) and (y)&nbsp;the fair market value of the outstanding shares of capital stock of the Company (&#147;<U>Economic Stock</U>&#148;); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Consummation of a reorganization, merger or consolidation, the sale or other disposition of all or substantially all of
the assets of the Company (in each such case, a &#147;<U>Business Combination</U>&#148;), unless all or substantially all of the individuals and entities who were the beneficial owners, respectively, of both the Voting Stock and the Economic Stock
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of either (x)&nbsp;the total voting power represented by the voting securities entitled to vote generally in the election of directors of the
corporation resulting from the Business Combination or (y)&nbsp;the total fair market value represented by all the voting and nonvoting equity securities of the corporation resulting from the Business Combination (in each such case including,
without limitation, an entity which as a result of the Business Combination owns the Company or all or substantially all of the Company&#146;s assets either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to the Business Combination, of the Voting Stock and Economic Stock (combined) of the Company; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">The Board shall have the final authority to construe and interpret the provisions of the foregoing paragraphs (i), (ii), and (iii)&nbsp;and to
determine whether, and the exact date on which, a &#147;Change in Control&#148; has been deemed to have occurred thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)
&#147;<U>Code</U>&#148; means the United States Internal Revenue Code of 1986, as amended. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) &#147;<U>Committee</U>&#148; means the
Compensation Committee of the Board (or the Board if no such committee is then constituted or as otherwise determined by the Board). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)
&#147;<U>Eligible Person</U>&#148; means an individual, including an officer, in the regular employment of a Group Company, or a <FONT STYLE="white-space:nowrap">non-employee</FONT> member of the Board, consultant or other person having a service
relationship with a Group Company, who, in the opinion of the Committee, is or is expected to have involvement in the management, growth or protection of some part or all of the business of the Group. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) &#147;<U>Fair Market Value</U>&#148; means the fair market value of one (1)&nbsp;Share on any given date, as determined in good faith by
the Board by a reasonable and consistent application of a valuation method set forth in Section&nbsp;409A of the Code and the regulations thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) &#147;<U>Grant</U>&#148; means a Stock Option award made to a Participant pursuant to the Plan and described in
<U>Section</U><U></U><U>&nbsp;5</U>. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) &#147;<U>Grant Agreement</U>&#148; means an agreement between the Company and a Participant
that sets forth the terms, conditions and limitations applicable to a Grant. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) &#147;<U>Group Company</U>&#148; means the Company and
any subsidiary of the Company from time to time, and &#147;Group&#148; means all Group Companies, collectively. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) &#147;<U>Other
Relevant Agreement</U>&#148; shall mean any of the following types of arrangements entered into whether on, before or after the date of Grant between a Group Company and the relevant Participant: (i)&nbsp;contract of employment;
(ii)&nbsp;consultancy agreement; service agreement; or (iv)&nbsp;any other agreement or offer letter for the provision of services by the Participant to a Group Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) &#147;<U>Participant</U>&#148; means an Eligible Person to whom one or more Grants have been made and remain outstanding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) &#147;<U>Special Change in Control</U>&#148; shall mean the first to occur of: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Any person, other than (1)&nbsp;a trustee or other fiduciary holding securities under an employee benefit plan of the Bank
or a subsidiary, or (2)&nbsp;a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing more than 50% of both the total Voting Stock and the Economic Stock; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) A
Business Combination of the Company, unless all or substantially all of the individuals and entities who were the beneficial owners, respectively, of both the Voting Stock and the Economic Stock immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of either (x)&nbsp;the total voting power represented by the voting securities entitled to vote generally in the election of directors of the corporation resulting from the Business Combination
or (y)&nbsp;the total fair market value represented by all the voting and nonvoting equity securities of the corporation resulting from the Business Combination (in each such case including, without limitation, an entity which as a result of the
Business Combination owns the Company or all or substantially all of the Company&#146;s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to the Business
Combination, of the Voting Stock and Economic Stock (combined) of the Company; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">and, in the case of either event under the foregoing
subparagraphs (i)&nbsp;or (ii): </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">(A) the beneficial owners of at least 25% of the Voting Stock and the Economic Stock, in the aggregate,
held by the beneficial owners holding all of the Voting Stock and the Economic Stock on June&nbsp;28, 2013 receive in such transaction either cash or securities that are publicly traded on a securities exchange (and not restricted for more than 30
days other than pursuant to applicable law or regulation); or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">(B) such transaction satisfies subparagraph (i)&nbsp;or (ii) by substituting
&#147;70%&#148; each place where &#147;50%&#148; appears. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">The Board shall have final authority to construe and interpret the provisions of the foregoing
paragraphs (i)&nbsp;and (ii), together with subparagraphs (A)&nbsp;and (B), and to determine whether, and the exact date on which, a &#147;Special Change in Control&#148; has been deemed to have occurred thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) &#147;<U>Stock</U> &#147; means the common stock, no par value, of the Company and &#147;<U>Share</U>&#148; means one (1)&nbsp;share of
Stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) &#147;<U>Stock Option</U>&#148; has the meaning set forth in <U>Section</U><U></U><U>&nbsp;5</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Administration of Plan</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Plan shall be administered by the Committee. The Committee may adopt its own rules of procedure, and action of a majority of the
members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute action by the Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan,
to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Board may delegate to the Committee, or such other committee of the Board as it may in its discretion and in accordance with
applicable laws select, any of its duties and authorities hereunder. The Committee may further delegate to the Chief Executive Officer and to other senior officers (if any) of any Group Company its duties under the Plan, subject to applicable laws
and such conditions and limitations as the Committee shall prescribe, except that only the Committee may designate and make Grants to Participants. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the
directors/managers of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon
all Participants, the Company and all other interested persons. No member of the Committee, nor employee or representative of the Company shall be personally liable for any action, determination or interpretation made in good faith with respect to
the Plan or the Grants, and all such members of the Committee, employees and representatives shall be fully protected and indemnified to the greatest extent permitted by applicable laws by the Company with respect to any such action, determination
or interpretation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Eligibility</U>. The Committee may from time to time make Grants under the Plan to such Eligible Persons, or
other persons having a relationship with any Group Company, and in such form and having such terms, conditions and limitations as the Committee may determine in its sole discretion. The terms, conditions and limitations of each Grant under the Plan
shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.
<U>Stock Option Grants</U>. From time to time, the Committee will determine the terms and amounts of Grants for Participants. Such Grants shall be in the form of Stock Options. &#147;<U>Stock Options</U>&#148; are options to purchase Shares for a
specified exercise price, exercisable over a </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


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specified option term not to exceed ten (10)&nbsp;years from the date of Grant, and subject to vesting and other terms, restrictions and conditions as the Committee shall determine in its sole
discretion at the time of Grant and set forth in a Grant Agreement to be entered into with the Participant grantee. Such terms may include the right to receive dividend equivalent payments on vested Stock Options. The exercise price per Share of a
Stock Option shall in no event be less than the Fair Market Value on the date the Stock Option is granted (subject to later adjustment pursuant to <U>Section</U><U></U><U>&nbsp;7</U>). Payment of the Stock Option exercise price shall be made in one
or a combination of a the following methods: (i)&nbsp;in cash; (ii)&nbsp;in Shares (any such Shares valued at Fair Market Value on the date of exercise) that the Participant has held for such period of time as may be required to preserve fixed
accounting treatment under U.S. generally accepted accounting principles applied by the Company; (iii)&nbsp;if at the time of exercise a Cashless Exercise is not available, through the withholding of Shares (any such Shares valued at Fair Market
Value on the date of exercise) otherwise issuable upon the exercise of the Stock Option in a manner that is compliant with applicable laws, or (iv)&nbsp;via Cashless Exercise. In each case, such exercise shall conform with the terms of the Plan, the
Grant Agreement and applicable laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A &#147;<U>Cashless Exercise</U>&#148; is an exercise of a Stock Option by delivery of a properly
executed notice together with irrevocable instructions to a cooperating broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Stock
Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System); <U>provided</U>, a Cashless Exercise shall only be
available during such time when (w)&nbsp;Grants under the Plan are subject to an effective registration under applicable securities laws, (x)&nbsp;Shares issuable upon exercise are not subject to any underwriters or other <FONT
STYLE="white-space:nowrap">lock-up</FONT> restriction, (y)&nbsp;Shares are listed for public trading on a United States stock exchange, and (z)&nbsp;the Committee has entered into or otherwise approved a Cashless Exercise program with a cooperating
broker. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Limitations and Conditions</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The maximum number of Shares available for Grants under this Plan shall be 12,380,613 Shares and shall consist of authorized but unissued
or reacquired Shares or any combination thereof. Shares related to Grants that are forfeited, terminated, canceled, expire unexercised, or are repurchased by the Company shall immediately become available for new Grants. Shares withheld to satisfy
payment of the Stock Option exercise price or tax withholding obligations shall not be available for new Grants. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Nothing contained
herein shall affect the right of the relevant Group Company to terminate any Participant&#146;s employment or other service relationship at any time or for any reason. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Except as otherwise provided in the Participant&#146;s Grant Agreement, no benefit under the Plan (including any Grant or any Share
received or receivable in connection with any Grant) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void and the Participant&#146;s Grant
shall thereupon automatically be forfeited without any action by the Company. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of
the Participant. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Participants shall not be, and shall not have any of the rights or privileges of,
stockholders of the Company in respect of any Shares to be issued to on exercise of a Stock Option unless and until (i)&nbsp;such Shares have been issued by the Company in accordance with the terms of the Participant&#146;s Grant Agreement and
(ii)&nbsp;such Participants have been entered into the register of the Company as the holders of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) No election as to
benefits or exercise of any Grant may be made during a Participant&#146;s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits
or contributions under any retirement or severance plan of the relevant Group Company and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits is
related to level of compensation. This Plan is not a &#147;pension plan&#148; or &#147;welfare plan&#148; under the Employee Retirement Income Security Act of 1974, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) A Grant under this Plan does not form part of the Participant&#146;s entitlement (if any) to remuneration, payment or receipt of any other
benefits pursuant to any Other Relevant Agreement he or she may have with a Group Company nor does the existence of any Other Relevant Agreement between any individual and a Group Company give such individual any right or entitlement to have any
Grant under this Plan nor any expectation to such Grant. The rights and obligations of a Participant under the terms of his or her Other Relevant Agreement (if any) with a Group Company shall not be affected by any Grant hereunder. The rights
granted to a Participant (who is also a party to any Other Relevant Agreement) upon a Grant hereunder shall not afford such Participant any rights or additional rights to compensation or damages in consequence of the loss or termination of his or
her office or employment with or his or her provision of services to a Group Company for any reason whatsoever. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) A Participant shall
not be entitled to any compensation or damages for any loss or potential loss which he or she may suffer by reason of being or becoming unable to exercise a Stock Option under the Plan in consequence of the loss or termination of his or her Other
Relevant Agreement with a Group Company for any reason (including, without limitation, any breach of contract). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Unless the Committee
determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of any Group Company thereof, nor shall any assets of any Group Company be designated as attributable or allocated to the satisfaction of the
Company&#146;s obligations under the Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>Adjustments</U>. In the event of any share split,
<FONT STYLE="white-space:nowrap">spin-off,</FONT> share combination, reclassification, change of the legal form, recapitalization, liquidation, dissolution, reorganization, merger, Change in Control, Special Change in Control, payment of a
nonrecurring cash or stock dividend, or other similar transaction or occurrence which affects the equity securities of the Company or the value thereof, the Committee shall (i)&nbsp;adjust the number and kind of Shares subject to the Plan and
available for or covered by Grants, (ii)&nbsp;adjust the exercise prices related to outstanding Grants, and/or (iii)&nbsp;take such other action (including, without limitation, providing for </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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payment of a cash amount to holders of outstanding Grants and adjusting performance targets), in each case as it deems reasonably necessary to address, on an equitable basis and subject to
applicable laws, the effect of the applicable corporate event on the Plan and any outstanding Grants (including taking into account any potential tax consequences under Section&nbsp;409A of the Code). Any such adjustment made or action taken by the
Committee in accordance with the preceding sentence shall be final and binding upon holders of Stock Options and upon the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.
<U>Change in Control; Special Change in Control</U>. In the event of a Change in Control or Special Change in Control: (a)&nbsp;if determined by the Committee in the applicable Grant Agreement or otherwise determined by the Committee in its sole
discretion, any outstanding Grants then held by Participants which are unexercisable or otherwise unvested may automatically be deemed exercisable or otherwise vested, as of immediately prior to such Change in Control or Special Change in Control,
as the case may be, and (b)&nbsp;the Committee may, to the extent determined by the Committee to be permitted under Section&nbsp;409A of the Code, but shall not be obligated to: (i)&nbsp;cancel such Grants for Fair Market Value which, for these
purposes shall equal, on a per Share basis, the per Share consideration to be paid in the Change in Control or Special Change in Control transaction, as the case may be, to holders of the same number of Shares subject to such Grant (or, if no
consideration is paid in any such transaction, the Fair Market Value of the Shares) and which shall equal, on a per Share basis, the excess, if any, of the preceding amount, over the exercise price per Share of such Stock Options (and for the
avoidance of doubt, any Stock Options having an exercise price equal to or greater than the per Share consideration to be paid in the Change in Control may be cancelled without payment in respect thereof); (ii) provide for the issuance of substitute
awards that will preserve in no less favorable a manner the otherwise applicable terms of any affected Grants previously granted hereunder, as determined by the Committee in its sole discretion; or (iii)&nbsp;provide that for a period of at least
ten (10)&nbsp;business days prior to the Change in Control, any Stock Options shall be exercisable as to all Shares subject thereto in accordance with <U>Section</U><U></U><U>&nbsp;5</U> and that upon the occurrence of such Change in Control or
Special Change in Control, such Stock Options shall terminate and be of no further force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Amendment and Termination</U>.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are
consistent with this Plan, <U>provided</U> that no such action shall modify any Grant in a manner that is disadvantageous in more than a <I>de minimis </I>manner to a Participant with respect to any outstanding Grants, other than to correct any good
faith typographical error or omission, without either (x)&nbsp;the Participant&#146;s consent or (y)&nbsp;the consent of the holders of a majority of the Shares received or receivable under all then- outstanding Grants which are modified in the same
or similar manner, except in each case as such modification is provided for or contemplated in the terms of the Grant or this Plan (including, without limitation, <U>Sections 7</U>, <U>8</U> and <U>9(c)</U>) or as may be determined by the Committee
to be necessary to comply with applicable laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Board may amend, suspend or terminate the Plan, <U>except</U> that no such
action, other than an action under <U>Section</U><U></U><U>&nbsp;7</U>, <U>8</U> and <U>9(c)</U>, may be taken which would, without stockholder approval, increase the aggregate number of Shares available for Grants under the Plan, decrease
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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the price of outstanding Grants, change the requirements relating to the Committee, or extend the term of the Plan. However, no such action shall be materially disadvantageous to a Participant
with respect to any outstanding Grants, without either (x)&nbsp;the Participant&#146;s consent or (y)&nbsp;the consent of the holders of a majority of the Shares received or receivable under all then- outstanding Grants which are modified in the
same or similar manner, except as otherwise contemplated in the terms of the Grant or the Plan (including, without limitation, <U>Sections 7</U>, <U>8</U> and <U>9(c)</U>) or as may be determined by the Committee to be necessary to comply with
applicable laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding any provision to the contrary in this Plan, the Committee may, in its sole discretion, amend the
terms of the Plan or Grants thereunder with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant or the Group Companies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) This Plan is intended to comply with Section&nbsp;409A of the Code and will be interpreted in a manner intended to comply with
Section&nbsp;409A of the Code. Anything herein to the contrary notwithstanding, (i)&nbsp;if at the time of the Participant&#146;s termination of employment with any Group employer the Participant is a &#147;specified employee&#148; as defined in
Section&nbsp;409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional
tax under Section&nbsp;409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until
the date that is six (6)&nbsp;months and one (1)&nbsp;day following the Participant&#146;s termination of employment with all Group Companies (or the earliest date permitted under Section&nbsp;409A of the Code), if such payment or benefit is payable
upon a termination of employment and (ii)&nbsp;if any other payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax under Section&nbsp;409A of the Code, such payments or
other benefits shall be deferred, if deferral will make such payment or other benefits compliant under Section&nbsp;409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, reasonably
determined by the Board in consultation with the Participant, that does not cause such an accelerated or additional tax or result in an additional cost to the Company (without any reduction in such payments or benefits ultimately paid or provided to
the Participant). Any payment of any Award that is payable in installments shall be deemed a &#147;separate payment&#148; for purposes of Section&nbsp;409A of the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Governing Law</U>. This Plan shall be governed by and construed in accordance with the laws of the State of Illinois (without regard
for its choice of laws rules). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>Taxes</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company (or other Group Company) shall have the right to deduct from any payment made under the Plan any federal, state or local
income or other taxes required by applicable laws to be withheld with respect to such payment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Each Grant Agreement shall include a
condition that the Participant irrevocably agree to: (a)&nbsp;pay to the Company, or any other Group Company the amount of any applicable federal, state and local tax liability; or (b)&nbsp;enter into arrangements to the satisfaction of the Company,
or any other Group Company (including, but not limited to, the Participant&#146;s employing Group Company) for payment of any such tax liability. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Each Participant shall cooperate with the Company, and all other Group Companies, as
required, to enable it to complete all administrative formalities and reporting requirements as may be required under any applicable tax, employment, payroll or social security laws in respect of any Grant, acquisition or transfer of any Shares or
Stock Options, being given the right to acquire any Shares or Stock Options, or any other transaction or event relating to the Shares and Stock Options, in each case in a timely manner. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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EX-10.7
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.7 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>BYLINE BANCORP EQUITY INCENTIVE PLAN </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Establishment; Purpose of Plan; Effective Date</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Establishment</U>. Byline Bancorp, Inc. (formerly known as Metropolitan Bank Group, Inc.), an Illinois corporation (the
&#147;<U>Company</U>&#148;), hereby establishes the Byline Bancorp Equity Incentive Plan (the &#147;<U>Plan</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
<U>Purpose</U>. The purpose of the Plan is (i)&nbsp;to promote the long term financial interests and growth of the Company and other Group Companies by attracting, motivating and retaining key management and other personnel having the judgment,
experience and ability to contribute significantly to the long-term success of the Group&#146;s businesses, in a manner aligned with the interests of the Company&#146;s stockholders. This Plan is intended to be a &#147;compensatory benefit
plan&#148; within the meaning of such term under Rule 701 of the U.S. Securities Act of 1933, as amended (the &#147;<U>Securities Act</U>&#148;) and all stock options granted under the Plan and the issuance of any Shares upon the exercise of stock
options are intended to qualify for an exemption from the registration requirements under the Securities Act and applicable state securities laws. In the event that any provision of the Plan would cause any stock options granted under the Plan to
not qualify for such an exemption, the Plan shall be deemed automatically amended to the extent necessary to cause all stock options granted under the Plan to qualify for the such exemption. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Effective Date</U>. The Plan shall be effective immediately upon its adoption by the Board of Directors of the Company on
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2014. The Plan shall expire on the tenth (10th) anniversary of such date, subject to earlier termination by the Board pursuant to
<U>Section</U><U></U><U>&nbsp;9</U>; <U>provided</U>, that the terms of Grants made before such expiration date shall extend beyond such expiration date in accordance with the terms of the applicable Grant Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Definitions</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As used
in the Plan, the following capitalized terms shall be defined as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) &#147;<U>Bank</U>&#148; means Byline Bank (formerly known
as North Community Bank), a subsidiary of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) &#147;<U>Board</U>&#148; means the board of directors of the Company (or any
committee thereof, including the Compensation Committee, delegated the authority to act in place of the Board pursuant to the terms of this Plan). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) &#147;<U>Cashless Exercise</U>&#148; has the meaning set forth in <U>Section</U><U></U><U>&nbsp;5</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) &#147;<U>Change in Control</U>&#148; shall mean the first to occur, that is not a Special Change in Control, of: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Any &#147;person&#148; (for all purposes under the Plan, as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the &#147;<U>1934</U><U></U><U>&nbsp;Act</U>&#148;)), other than (1)&nbsp;a trustee or other fiduciary holding securities under an employee benefit plan of the Bank or a subsidiary, or (2)&nbsp;a corporation owned
directly or indirectly by the stockholders of the Company in substantially the same proportions as </P>

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their ownership of stock of the Company, is or becomes the &#147;beneficial owner&#148; (for all purposes under the Plan, as defined in Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> under
the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of both (x)&nbsp;the total voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of
directors (the &#147;<U>Voting Stock</U>&#148;) and (y)&nbsp;the fair market value of the outstanding shares of capital stock of the Company (&#147;<U>Economic Stock</U>&#148;); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Consummation of a reorganization, merger or consolidation, the sale or other disposition of all or substantially all of
the assets of the Company (in each such case, a &#147;<U>Business Combination</U>&#148;), unless all or substantially all of the individuals and entities who were the beneficial owners, respectively, of both the Voting Stock and the Economic Stock
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of either (x)&nbsp;the total voting power represented by the voting securities entitled to vote generally in the election of directors of the
corporation resulting from the Business Combination or (y)&nbsp;the total fair market value represented by all the voting and nonvoting equity securities of the corporation resulting from the Business Combination (in each such case including,
without limitation, an entity which as a result of the Business Combination owns the Company or all or substantially all of the Company&#146;s assets either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to the Business Combination, of the Voting Stock and Economic Stock (combined) of the Company; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">The Board shall have the final authority to construe and interpret the provisions of the foregoing paragraphs (i), (ii), and (iii)&nbsp;and to
determine whether, and the exact date on which, a &#147;Change in Control&#148; has been deemed to have occurred thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)
&#147;<U>Code</U>&#148; means the United States Internal Revenue Code of 1986, as amended. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) &#147;<U>Committee</U>&#148; means the
Compensation Committee of the Board (or the Board if no such committee is then constituted or as otherwise determined by the Board). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)
&#147;<U>Eligible Person</U>&#148; means an individual, including an officer, in the regular employment of a Group Company, or a <FONT STYLE="white-space:nowrap">non-employee</FONT> member of the Board, consultant or other person having a service
relationship with a Group Company, who, in the opinion of the Committee, is or is expected to have involvement in the management, growth or protection of some part or all of the business of the Group. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) &#147;<U>Fair Market Value</U>&#148; means the fair market value of one (1)&nbsp;Share on any given date, as determined in good faith by
the Board by a reasonable and consistent application of a valuation method set forth in Section&nbsp;409A of the Code and the regulations thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) &#147;<U>Grant</U>&#148; means a Stock Option award made to a Participant pursuant to the Plan and described in
<U>Section</U><U></U><U>&nbsp;5</U>. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) &#147;<U>Grant Agreement</U>&#148; means an agreement between the Company and a Participant
that sets forth the terms, conditions and limitations applicable to a Grant. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) &#147;<U>Group Company</U>&#148; means the Company and
any subsidiary of the Company from time to time, and &#147;Group&#148; means all Group Companies, collectively. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) &#147;<U>Other
Relevant Agreement</U>&#148; shall mean any of the following types of arrangements entered into whether on, before or after the date of Grant between a Group Company and the relevant Participant: (i)&nbsp;contract of employment;
(ii)&nbsp;consultancy agreement; service agreement; or (iv)&nbsp;any other agreement or offer letter for the provision of services by the Participant to a Group Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) &#147;<U>Participant</U>&#148; means an Eligible Person to whom one or more Grants have been made and remain outstanding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) &#147;<U>Special Change in Control</U>&#148; shall mean the first to occur of: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Any person, other than (1)&nbsp;a trustee or other fiduciary holding securities under an employee benefit plan of the Bank
or a subsidiary, or (2)&nbsp;a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing more than 50% of both the total Voting Stock and the Economic Stock; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) A
Business Combination of the Company, unless all or substantially all of the individuals and entities who were the beneficial owners, respectively, of both the Voting Stock and the Economic Stock immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of either (x)&nbsp;the total voting power represented by the voting securities entitled to vote generally in the election of directors of the corporation resulting from the Business Combination
or (y)&nbsp;the total fair market value represented by all the voting and nonvoting equity securities of the corporation resulting from the Business Combination (in each such case including, without limitation, an entity which as a result of the
Business Combination owns the Company or all or substantially all of the Company&#146;s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to the Business
Combination, of the Voting Stock and Economic Stock (combined) of the Company; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">and, in the case of either event under the foregoing
subparagraphs (i)&nbsp;or (ii): </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">(A) the beneficial owners of at least 25% of the Voting Stock and the Economic Stock, in the aggregate,
held by the beneficial owners holding all of the Voting Stock and the Economic Stock on June&nbsp;28, 2013 receive in such transaction either cash or securities that are publicly traded on a securities exchange (and not restricted for more than 30
days other than pursuant to applicable law or regulation); or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">(B) such transaction satisfies subparagraph (i)&nbsp;or (ii) by substituting
&#147;70%&#148; each place where &#147;50%&#148; appears. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">The Board shall have final authority to construe and interpret the provisions of the foregoing
paragraphs (i)&nbsp;and (ii), together with subparagraphs (A)&nbsp;and (B), and to determine whether, and the exact date on which, a &#147;Special Change in Control&#148; has been deemed to have occurred thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) &#147;<U>Stock</U> &#147; means the common stock, no par value, of the Company and &#147;<U>Share</U>&#148; means one (1)&nbsp;share of
Stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) &#147;<U>Stock Option</U>&#148; has the meaning set forth in <U>Section</U><U></U><U>&nbsp;5</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Administration of Plan</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Plan shall be administered by the Committee. The Committee may adopt its own rules of procedure, and action of a majority of the
members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute action by the Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan,
to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Board may delegate to the Committee, or such other committee of the Board as it may in its discretion and in accordance with
applicable laws select, any of its duties and authorities hereunder. The Committee may further delegate to the Chief Executive Officer and to other senior officers (if any) of any Group Company its duties under the Plan, subject to applicable laws
and such conditions and limitations as the Committee shall prescribe, except that only the Committee may designate and make Grants to Participants. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the
directors/managers of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon
all Participants, the Company and all other interested persons. No member of the Committee, nor employee or representative of the Company shall be personally liable for any action, determination or interpretation made in good faith with respect to
the Plan or the Grants, and all such members of the Committee, employees and representatives shall be fully protected and indemnified to the greatest extent permitted by applicable laws by the Company with respect to any such action, determination
or interpretation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Eligibility</U>. The Committee may from time to time make Grants under the Plan to such Eligible Persons, or
other persons having a relationship with any Group Company, and in such form and having such terms, conditions and limitations as the Committee may determine in its sole discretion. The terms, conditions and limitations of each Grant under the Plan
shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.
<U>Stock Option Grants</U>. From time to time, the Committee will determine the terms and amounts of Grants for Participants. Such Grants shall be in the form of Stock Options. &#147;<U>Stock Options</U>&#148; are options to purchase Shares for a
specified exercise price, exercisable over a </P>
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specified option term not to exceed ten (10)&nbsp;years from the date of Grant, and subject to vesting and other terms, restrictions and conditions as the Committee shall determine in its sole
discretion at the time of Grant and set forth in a Grant Agreement to be entered into with the Participant grantee. Such terms may include the right to receive dividend equivalent payments on vested Stock Options. The exercise price per Share of a
Stock Option shall in no event be less than the Fair Market Value on the date the Stock Option is granted (subject to later adjustment pursuant to <U>Section</U><U></U><U>&nbsp;7</U>). Payment of the Stock Option exercise price shall be made in one
or a combination of a the following methods: (i)&nbsp;in cash; (ii)&nbsp;in Shares (any such Shares valued at Fair Market Value on the date of exercise) that the Participant has held for such period of time as may be required to preserve fixed
accounting treatment under U.S. generally accepted accounting principles applied by the Company; (iii)&nbsp;if at the time of exercise a Cashless Exercise is not available, through the withholding of Shares (any such Shares valued at Fair Market
Value on the date of exercise) otherwise issuable upon the exercise of the Stock Option in a manner that is compliant with applicable laws, or (iv)&nbsp;via Cashless Exercise. In each case, such exercise shall conform with the terms of the Plan, the
Grant Agreement and applicable laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A &#147;<U>Cashless Exercise</U>&#148; is an exercise of a Stock Option by delivery of a properly
executed notice together with irrevocable instructions to a cooperating broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Stock
Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System); <U>provided</U>, a Cashless Exercise shall only be
available during such time when (w)&nbsp;Grants under the Plan are subject to an effective registration under applicable securities laws, (x)&nbsp;Shares issuable upon exercise are not subject to any underwriters or other <FONT
STYLE="white-space:nowrap">lock-up</FONT> restriction, (y)&nbsp;Shares are listed for public trading on a United States stock exchange, and (z)&nbsp;the Committee has entered into or otherwise approved a Cashless Exercise program with a cooperating
broker. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Limitations and Conditions</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The maximum number of Shares available for Grants under this Plan shall be 12,380,613 Shares and shall consist of authorized but unissued
or reacquired Shares or any combination thereof. Shares related to Grants that are forfeited, terminated, canceled, expire unexercised, or are repurchased by the Company shall immediately become available for new Grants. Shares withheld to satisfy
payment of the Stock Option exercise price or tax withholding obligations shall not be available for new Grants. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Nothing contained
herein shall affect the right of the relevant Group Company to terminate any Participant&#146;s employment or other service relationship at any time or for any reason. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Except as otherwise provided in the Participant&#146;s Grant Agreement, no benefit under the Plan (including any Grant or any Share
received or receivable in connection with any Grant) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void and the Participant&#146;s Grant
shall thereupon automatically be forfeited without any action by the Company. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of
the Participant. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Participants shall not be, and shall not have any of the rights or privileges of,
stockholders of the Company in respect of any Shares to be issued to on exercise of a Stock Option unless and until (i)&nbsp;such Shares have been issued by the Company in accordance with the terms of the Participant&#146;s Grant Agreement and
(ii)&nbsp;such Participants have been entered into the register of the Company as the holders of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) No election as to
benefits or exercise of any Grant may be made during a Participant&#146;s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits
or contributions under any retirement or severance plan of the relevant Group Company and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits is
related to level of compensation. This Plan is not a &#147;pension plan&#148; or &#147;welfare plan&#148; under the Employee Retirement Income Security Act of 1974, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) A Grant under this Plan does not form part of the Participant&#146;s entitlement (if any) to remuneration, payment or receipt of any other
benefits pursuant to any Other Relevant Agreement he or she may have with a Group Company nor does the existence of any Other Relevant Agreement between any individual and a Group Company give such individual any right or entitlement to have any
Grant under this Plan nor any expectation to such Grant. The rights and obligations of a Participant under the terms of his or her Other Relevant Agreement (if any) with a Group Company shall not be affected by any Grant hereunder. The rights
granted to a Participant (who is also a party to any Other Relevant Agreement) upon a Grant hereunder shall not afford such Participant any rights or additional rights to compensation or damages in consequence of the loss or termination of his or
her office or employment with or his or her provision of services to a Group Company for any reason whatsoever. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) A Participant shall
not be entitled to any compensation or damages for any loss or potential loss which he or she may suffer by reason of being or becoming unable to exercise a Stock Option under the Plan in consequence of the loss or termination of his or her Other
Relevant Agreement with a Group Company for any reason (including, without limitation, any breach of contract). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Unless the Committee
determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of any Group Company thereof, nor shall any assets of any Group Company be designated as attributable or allocated to the satisfaction of the
Company&#146;s obligations under the Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>Adjustments</U>. In the event of any share split,
<FONT STYLE="white-space:nowrap">spin-off,</FONT> share combination, reclassification, change of the legal form, recapitalization, liquidation, dissolution, reorganization, merger, Change in Control, Special Change in Control, payment of a
nonrecurring cash or stock dividend, or other similar transaction or occurrence which affects the equity securities of the Company or the value thereof, the Committee shall (i)&nbsp;adjust the number and kind of Shares subject to the Plan and
available for or covered by Grants, (ii)&nbsp;adjust the exercise prices related to outstanding Grants, and/or (iii)&nbsp;take such other action (including, without limitation, providing for </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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payment of a cash amount to holders of outstanding Grants and adjusting performance targets), in each case as it deems reasonably necessary to address, on an equitable basis and subject to
applicable laws, the effect of the applicable corporate event on the Plan and any outstanding Grants (including taking into account any potential tax consequences under Section&nbsp;409A of the Code). Any such adjustment made or action taken by the
Committee in accordance with the preceding sentence shall be final and binding upon holders of Stock Options and upon the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.
<U>Change in Control; Special Change in Control</U>. In the event of a Change in Control or Special Change in Control: (a)&nbsp;if determined by the Committee in the applicable Grant Agreement or otherwise determined by the Committee in its sole
discretion, any outstanding Grants then held by Participants which are unexercisable or otherwise unvested may automatically be deemed exercisable or otherwise vested, as of immediately prior to such Change in Control or Special Change in Control,
as the case may be, and (b)&nbsp;the Committee may, to the extent determined by the Committee to be permitted under Section&nbsp;409A of the Code, but shall not be obligated to: (i)&nbsp;cancel such Grants for Fair Market Value which, for these
purposes shall equal, on a per Share basis, the per Share consideration to be paid in the Change in Control or Special Change in Control transaction, as the case may be, to holders of the same number of Shares subject to such Grant (or, if no
consideration is paid in any such transaction, the Fair Market Value of the Shares) and which shall equal, on a per Share basis, the excess, if any, of the preceding amount, over the exercise price per Share of such Stock Options (and for the
avoidance of doubt, any Stock Options having an exercise price equal to or greater than the per Share consideration to be paid in the Change in Control may be cancelled without payment in respect thereof); (ii) provide for the issuance of substitute
awards that will preserve in no less favorable a manner the otherwise applicable terms of any affected Grants previously granted hereunder, as determined by the Committee in its sole discretion; or (iii)&nbsp;provide that for a period of at least
ten (10)&nbsp;business days prior to the Change in Control, any Stock Options shall be exercisable as to all Shares subject thereto in accordance with <U>Section</U><U></U><U>&nbsp;5</U> and that upon the occurrence of such Change in Control or
Special Change in Control, such Stock Options shall terminate and be of no further force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Amendment and Termination</U>.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are
consistent with this Plan, <U>provided</U> that no such action shall modify any Grant in a manner that is disadvantageous in more than a <I>de minimis </I>manner to a Participant with respect to any outstanding Grants, other than to correct any good
faith typographical error or omission, without either (x)&nbsp;the Participant&#146;s consent or (y)&nbsp;the consent of the holders of a majority of the Shares received or receivable under all then- outstanding Grants which are modified in the same
or similar manner, except in each case as such modification is provided for or contemplated in the terms of the Grant or this Plan (including, without limitation, <U>Sections 7</U>, <U>8</U> and <U>9(c)</U>) or as may be determined by the Committee
to be necessary to comply with applicable laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Board may amend, suspend or terminate the Plan, <U>except</U> that no such
action, other than an action under <U>Section</U><U></U><U>&nbsp;7</U>, <U>8</U> and <U>9(c)</U>, may be taken which would, without stockholder approval, increase the aggregate number of Shares available for Grants under the Plan, decrease
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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the price of outstanding Grants, change the requirements relating to the Committee, or extend the term of the Plan. However, no such action shall be materially disadvantageous to a Participant
with respect to any outstanding Grants, without either (x)&nbsp;the Participant&#146;s consent or (y)&nbsp;the consent of the holders of a majority of the Shares received or receivable under all then- outstanding Grants which are modified in the
same or similar manner, except as otherwise contemplated in the terms of the Grant or the Plan (including, without limitation, <U>Sections 7</U>, <U>8</U> and <U>9(c)</U>) or as may be determined by the Committee to be necessary to comply with
applicable laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding any provision to the contrary in this Plan, the Committee may, in its sole discretion, amend the
terms of the Plan or Grants thereunder with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant or the Group Companies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) This Plan is intended to comply with Section&nbsp;409A of the Code and will be interpreted in a manner intended to comply with
Section&nbsp;409A of the Code. Anything herein to the contrary notwithstanding, (i)&nbsp;if at the time of the Participant&#146;s termination of employment with any Group employer the Participant is a &#147;specified employee&#148; as defined in
Section&nbsp;409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional
tax under Section&nbsp;409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until
the date that is six (6)&nbsp;months and one (1)&nbsp;day following the Participant&#146;s termination of employment with all Group Companies (or the earliest date permitted under Section&nbsp;409A of the Code), if such payment or benefit is payable
upon a termination of employment and (ii)&nbsp;if any other payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax under Section&nbsp;409A of the Code, such payments or
other benefits shall be deferred, if deferral will make such payment or other benefits compliant under Section&nbsp;409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, reasonably
determined by the Board in consultation with the Participant, that does not cause such an accelerated or additional tax or result in an additional cost to the Company (without any reduction in such payments or benefits ultimately paid or provided to
the Participant). Any payment of any Award that is payable in installments shall be deemed a &#147;separate payment&#148; for purposes of Section&nbsp;409A of the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Governing Law</U>. This Plan shall be governed by and construed in accordance with the laws of the State of Illinois (without regard
for its choice of laws rules). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>Taxes</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company (or other Group Company) shall have the right to deduct from any payment made under the Plan any federal, state or local
income or other taxes required by applicable laws to be withheld with respect to such payment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Each Grant Agreement shall include a
condition that the Participant irrevocably agree to: (a)&nbsp;pay to the Company, or any other Group Company the amount of any applicable federal, state and local tax liability; or (b)&nbsp;enter into arrangements to the satisfaction of the Company,
or any other Group Company (including, but not limited to, the Participant&#146;s employing Group Company) for payment of any such tax liability. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Each Participant shall cooperate with the Company, and all other Group Companies, as
required, to enable it to complete all administrative formalities and reporting requirements as may be required under any applicable tax, employment, payroll or social security laws in respect of any Grant, acquisition or transfer of any Shares or
Stock Options, being given the right to acquire any Shares or Stock Options, or any other transaction or event relating to the Shares and Stock Options, in each case in a timely manner. </P>
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